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POLICY FOR TRADING IN COMPANY SECURITIES

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POLICY FOR TRADING IN COMPANY SECURITIES Powered By Docstoc
					POLICY FOR TRADING IN COMPANY SECURITIES

SYLVANIA PLATINUM LIMITED ("COMPANY")

The Company is a public company incorporated in Bermuda and its securities are
listed on both the Australian Securities Exchange ("ASX") and on the Alternative
Investment Market of the London Stock Exchange ("AIM").

This Policy provides an overview of the restrictions on insider trading in the
Company's securities. The Policy also regulates trading in the Company's securities
by Restricted Persons (and their respective associates) ("Restricted Persons").

1. INSIDER TRADING

Restricted Persons who wish to trade in Company securities must have regard to the
statutory provisions regulating insider trading on ASX and AIM.

Insider trading is the practice of dealing in a company's securities (ie. shares or
options) by a person with some connection with a company (eg. an employee) in
possession of information generally not available to the public, but may be relevant to
the value of the company's securities or may influence a person's decision to transact
in the company's securities. It may also include the passing on of this information to
another. Legally, insider trading is an offence which carries severe penalties,
including imprisonment.

In summary, Restricted Persons of the Company must not, whether in their own
capacity or as an agent for another, subscribe for, purchase or sell, or enter into an
agreement to subscribe for, purchase or sell, any securities (ie. shares or options) in
the Company, or procure another person to do so:

1.     if that director, officer or employee possesses information that a reasonable
       person would expect to have a material effect on the price or value of the
       securities if the information was generally available; and

2.     if the director, officer or employee knows or ought reasonably to know, that:

       (a)    the information is not generally available; and

       (b)    if it were generally available, it might have a material effect on the price
              or value of the securities in the Company.

Further, Restricted Persons must not either directly or indirectly pass on this kind of
information to another person if they know, or ought reasonably to know, that this
other person is likely to deal in the securities of the Company or procure another
person to do so.
Breach of the insider trading prohibition could expose you to criminal and civil liability.
Breach of insider trading law or this Policy will be regarded by the Company as
serious misconduct which may lead to disciplinary action and/or dismissal.




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This policy does not contain an exhaustive analysis of the restrictions imposed on,
and the very serious legal ramifications of, insider trading. Restricted Persons who
wish to obtain further advice in this matter, are encouraged to contact the Company
Secretary.

2. LIMITING ECONOMIC RISK

Restricted Persons must not enter into transactions or arrangements which operate
to limit the economic risk of their security holding in the Company without first
seeking and obtaining written acknowledgement from the Chair.

Executives are prohibited from entering into transactions or arrangements which limit
the economic risk of participating in unvested entitlements.

3. SHORT TERM TRADING

Notwithstanding the following, Restricted Persons should not engage in short term
trading of Company securities. In general, the purchase of Company securities with a
view to resale within a 12 month period and the sale of Company securities with a
view to repurchase within a 12 month period would be considered to be transactions
of a "short term" nature. However, the sale of shares immediately after they have
been acquired through the conversion of a security (eg. exercise of an option) will not
be regarded as short term trading.

4. CLOSED PERIOD

The Company must ensure that Restricted Persons do not trade in any of the
Company's securities (nor trade in financial products issued or created over, or in
respect of the Company's securities) during a Close Period.

Close Period means any of the following:

      the period of 60 days immediately preceding a preliminary announcement of
       the Company's annual results or, if shorter, the period from the end of the
       relevant financial year up to and including the time of announcement; or

      the period of 60 days immediately preceding the publication of the Company's
       annual financial report or if shorter the period from the end of the relevant
       financial year up to and including the time of such publication; and

      the period from the end of the relevant financial period up to and including the
       publication of the Company's half yearly financial report; and

      the period of 30 days immediately preceding the announcement of the
       Company's quarterly results or, if shorter, the period from the end of the
       relevant financial period up to and including the time of the announcement.

5. TRADING OUTSIDE A CLOSED PERIOD



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Restricted Persons must not trade in Company Securities outside a Closed Period
without obtaining clearance to deal in accordance with the following:

      A director (other than the Chair or CEO) or Company secretary must not deal
       in any Company securities without first notifying the Chair (or a director
       designated by the board for this purpose) and receiving clearance to deal from
       him.

      The Chair must not deal in any Company securities without first notifying the
       CEO and receiving clearance to deal from him or, if the CEO is not present,
       without first notifying the independent director designated by the CEO for that
       purpose and receiving clearance to deal from the CEO or that director.

      The CEO must not deal in any Company securities without first notifying the
       Chair and receiving clearance to deal from him or, if the Chair is not present,
       without first notifying the independent director designated by the Chair for that
       purpose, and receiving clearance to deal from the Chair or that CEO.

      If the role of Chair and CEO are combined, that person must not deal in any
       Company securities without first notifying the Board and receiving clearance to
       deal from the Board.

      Employees or persons discharging managerial responsibilities (who are not
       directors) must not deal in any Company securities without first notifying the
       Company secretary or a designated director and receiving clearance from him.

A response to a request for clearance to deal must be given to the Restricted Person
within 5 business days of the request being made.

The Company must maintain a record of the response to any dealing request made
and of any clearance given. A copy must be given to the Restricted Person
concerned.

A Restricted Person given clearance to deal must deal within 2 business days of
clearance being received.

6. TRADING INSIDE A CLOSED PERIOD

Obtaining Clearance to Trade

In order to obtain "clearance" for trading during a Closed Period, the Restricted
Person must obtain prior written clearance from the Chair or, where the Restricted
Person is the Chair, from the CEO ("Approver").

In order to obtain written clearance the Restricted Person must submit a written
application to the Approver by fax, email or mail.

In the event that a Restricted Person applies for clearance to trade during a Closed
Period, ASX and the Financial Services Authority should be consulted at an early
stage.


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Trading Under Exceptional Circumstances

A Restricted Person, who is not in possession of inside information in relation to the
Company, may sell (but not purchase) Company securities during a Closed Period
where:

        the Restricted Person is in severe financial difficulty or other exceptional
         circumstances exist; and

        the Restricted Person sells the Company securities within 2 business days of
         clearance being received.

The determination of whether a person is in severe financial difficulty or if other
exceptional circumstances exist is to be made by the Approver.

A person may be in severe financial difficulty if he has a pressing financial
commitment that cannot be satisfied otherwise than by selling Company securities. A
circumstance may be considered exceptional where the person is required by a court
order to transfer or sell Company securities or there is some other overriding legal
requirement for him to do so.


7. EXCLUDED TRADING

The Company recognises that there may be trading that is appropriately excluded
from the operation of the trading policy.

The following forms of trading are to be excluded from the operation of the
Company's trading policy:

1.       where the trade results in no change in the beneficial interest of the securities
         (for example, a Restricted Person transferring shares between one or more of
         their shareholding entities, with no change to the ultimate beneficial holder);

2.       transfers of securities of the Company already held into a superannuation fund
         or other saving scheme in which the Restricted Person is a beneficiary;

3.       an investment in, or trading in units of, a fund or other scheme (other than a
         scheme only investing in the securities of the Company) where the assets of
         the fund or other scheme are invested at the discretion of a third party;

4.       where a Restricted Person is a trustee, trading in the securities of the
         Company by that trust provided the Restricted Person is not a beneficiary of
         the trust and any decision to trade during a Closed Period is taken by the other
         trustees or by the investment managers independently of the Restricted
         Person;

5.       undertaking to accept, or the acceptance of, a takeover offer for some or all of
         the Restricted Person's securities;

6.       trading under an offer or invitation made to all or most of the Company's
         members, such as a rights issue, a security purchase plan, a dividend or

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      distribution reinvestment plan and an equal access buy-back, where the plan
      that determines the timing and structure of the offer has been approved by the
      Board. This includes decisions relating to whether or not to take up the
      entitlements and the sale of entitlements required to provide for the take up of
      the balance of entitlements under a renounceable pro rata issue;

7.    a disposal of the Company's securities that is the result of a secured lender
      exercising their rights, for example, under a margin lending arrangement;

8.    the exercise (but not the sale of the Company's securities following exercise)
      of an option or a right under an employee incentive scheme, or the conversion
      of a convertible security, where the final date for the exercise of the option or
      right, or the conversion of the security, falls during a Close Period and the
      Company has been in an exceptionally long Close Period or the entity has had
      a number of consecutive prohibited periods and the Restricted Person could
      not reasonably have been expected to exercise it at a time when free to do so;
      and

9.    trading under a non-discretionary trading plan for which prior written clearance
      has been provided in accordance with procedures set out in this Policy and
      where:

      9.1 the Restricted Person did not enter into the plan or amend the plan during
          a Closed Period;

      9.2 the trading plan does not permit the Restricted Person to exercise any
          influence or discretion over how, when, or whether to trade; and

      9.3 this Trading Policy does not allow the Restricted Person to cancel the
          trading plan or cancel or otherwise vary the terms of his or her
          participation in the trading plan during a Closed Period other than in
          exceptional circumstances.

It should be noted that the above forms of trading will still be subject to the insider
trading provisions.

8. CHANGE IN DIRECTORS' INTERESTS

Directors must disclose details of changes in securities of the Company they hold
(directly or indirectly) to the Company secretary as soon as reasonably possible after
the date of the change but in any event:

1.    no later than 3 business days after the change; or

2.    if you begin to have or cease to have a substantial shareholding or there is a
      change in your substantial holding, the business day after the change.

The Company secretary is to maintain a register of notifications and
acknowledgements given in relation to trading in the Company’s securities. The
Company secretary must report all notifications of dealings in the Company's
securities to the next board meeting of the Company.


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This Policy also applies to the Company's related entities.

BREACH OF THE TRADING POLICY

Compliance with this Policy is mandatory for all employees of the Company. Any
breach of this policy may give rise to disciplinary action including termination of
employment.

SUMMARY OF POLICY
The Board has adopted a policy and procedure on dealing in the Company’s securities by Restricted
Persons which prohibits dealing in the Company’s securities when those persons possess inside
information. The Policy also includes a Close Period within which Restricted Persons are prohibited
from trading. In addition, the Policy outlines the procedure by which Restricted Persons may apply for
prior written clearance to trade during the prohibited periods.




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