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ASPEN GROUP Regulatory Filings 2016

Feb 22, 2016

64404_rns_2016-02-22_05c3f094-c66b-470c-a72a-055f188f0024.pdf

Regulatory Filings

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Aspen Group Limited
ABN 50 004 160 927
Aspen Property Trust
ARSN 104 807 767
Level 18, 9 Hunter Street
Sydney NSW 2000
Telephone: 02 9151 7500
Facsimile: 02 9151 7599
Email: [email protected]
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ASX ANNOUNCEMENT 23 February 2016

Revised Securities Trading Policy

In accordance with ASX Listing Rule 12.10, Aspen Group (ASX: APZ) advises that it has amended its Securities Trading Policy.

A copy of the revised Securities Trading Policy is attached.

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SECURITIES TRADING POLICY

Revision Adopted by the Board 22 February 2016

ASPEN GROUP LIMITED ACN 096 790 331

ASPEN GROUP SECURITIES TRADING POLICY

Reasons for the Policy

Directors and Employees of Aspen Group are encouraged to be long term holders of Aspen Group Securities. In becoming long term holders of Aspen Group Securities it is important that care is taken in the timing of any acquisition or disposal of these securities.

Directors and employees must not undertake conduct known as Insider Trading. Insider Trading is the direct or indirect buying or selling of securities while being in possession of material, price sensitive information not generally available to the market.

Insider trading is a criminal offence, attracting potential fines and imprisonment. Civil penalties and the obligation to pay compensation may also be ordered against a person engaging in Insider Trading. In addition to any consequences applicable under law, Aspen Group employees who fail to adhere to the requirements of this Securities Trading Policy may face disciplinary action, including dismissal.

As Aspen Group is a listed entity, ASX Listing Rules require disclosure of all trading in Aspen Group Securities by its directors. ASX listing Rule 12.9 requires Aspen Group to have a securities trading policy that meets the minimum content requirements of Listing Rule 12.12 which includes:

  • Specifying the entity’s blackout periods during which no securities trading is permitted;

  • Restrictions on securities trading that apply to Key Management Personnel;

  • Any trading which is not subject to the Securities Trading Policy; Exceptional circumstances where Key Management Personnel may be permitted to trade; and

  • Procedures for obtaining clearance for trading.

This document sets out a trading policy for all Aspen Group Employees including any other relevant persons to meet these requirements.

This policy is only a general guide and any questions should be directed to the Company Secretary prior to any trading in Aspen Group Securities. This policy contains obligations beyond those imposed by law to reflect good governance practices.

Who does the policy apply to?

This policy applies to all Aspen Group Employees and any directors and staff of entities associated with Aspen Group including all syndicates and funds managed by Aspen Group.

Aspen Group Securities Trading Policy revised February 2016

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Aspen Group Securities Trading Policy

Rule 1.
When can employees
trade in Aspen Group
Securities?		 Restriction
You may only trade in Aspen Group Securities if:
a)
There is no current Blackout Period, and
b)
You do not have material price sensitive information that has
not been released to the market, and
c)
A trading request notice has been approved (if required
under Rule 3).
Exceptions
The existence of special, very limited circumstances may allow you
to trade during a black-out period even if you have material, price
sensitive information.
These qualifying exceptions include:

  • a) An application for, or acquisition of, Aspen Group Securities under all Employee Share or Performance Rights Plans conducted by Aspen Group. This exception does not apply to trades after that original acquisition or application.

  • b) An acquisition of Aspen Group Securities under a Distribution Reinvestment Plan (DRP) provided: (i) the election to participate in the plan was made outside the black-out period and (ii) it was before you had any material price sensitive information.

  • c) Accepting a takeover bid or from selling Aspen Group Securities pursuant to a scheme of arrangement.

  • d) Transfers of already held Aspen Group Securities into a superannuation fund in which the employee is a beneficiary.

d)
Transfers of already held Aspen Group Securities into a
superannuation fund in which the employee is a beneficiary.
e)
Participating in an offer controlled by the Board made to all
securityholders such as a rights issue or Security Purchase
Plan Scheme.
Directors and employees wishing to trade under one of these
exceptions must obtain the consent of the Company Secretary
before trading.
Consent for trades not subject to exceptions in Rule 1
Directors and employees wishing to trade during the black-out
period who consider that extraordinary circumstance apply, must
obtain the consent of the Company Secretary before trading,
however such consent will generally only be given for hardship
cases. An example of a hardship case where consent to trade may
be given is the case of a pressing financial hardship. Such trading
would be subject to complying with the general law and that in
particular that restriction (b) above does not apply.
Rule 2. (a)
Automatic Blackout Periods:
Blackout Periods I.
The period from 1 January until 12:00 noon Australian
Eastern Time (AET) on the next business day after the
day on which the half-year results are released;
II.
The period from 1 July until 12:00 noon (AET) on the
next business day after the day on which the full year
results are released;
III.
The period immediately following the announcement

Aspen Group Securities Trading Policy revised February 2016

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to hold any Aspen Group General Meeting until 12:00
noon (AET) the day following the holding of the
meeting.
(b)
Board-imposed blackout period:The Board may impose
further blackout periods at any time. The Chairman of the
Board has discretion to make such decisions unilaterally.
The exceptions referred to in Rule 1 apply.
Rule 3.
Trading Request Notice
and prior approval - Key
Management Personnel
and other designated
persons		 Key Management Personnel (see definitions below) and any other
employee, or person designated and informed in writing by the CEO
or Company Secretary must provide a written trading request notice
seeking prior approval to trade in Aspen Group Securities
addressed to the CEO (or Chairman in respect of non-executive
directors) through the Company Secretary. The trading request
notice must be made in writing prior to any trading in Aspen Group
Securities and may be in email form.
The trading request notice should include confirmation that the
individual is not in possession of unpublished material price
sensitive information (see definitions below).
Approval is granted at the discretion of, and on such terms and
conditions as determined, and advised in writing to the applicant, by
the Chairman, CEO or their delegate. Approval may be refused at
their discretion without being obliged to provide any reason and may
be refused, notwithstanding that the applicant is not personally in
possession of inside information.
All trading approvals are valid for up to 5 trading days after the date
of the approval notice and are conditional on the full details of the
trade being promptly provided to the Company Secretary.
No trading is permitted if, during the 5 permitted trading days, the
relevant person comes into possession of material, price sensitive
information or some other restriction applies.
A trading approval can be withdrawn if new information comes to
light or there is a change in circumstances. Any decision to withdraw
or refuse trading approval is final and binding, and the relevant
person who is refused approval must keep that information
confidential and not disclose it to any other person.
All trading transactions will be reported to the Board by the
Company Secretary in the usual Board reporting format.
In order to facilitate Aspen’s compliance with its disclosure and
reporting requirements, each director of Aspen Group must notify
the Company Secretary as soon as practicable after any trading in
Aspen Group Securities occurs, and in any case no more than two
days afterwards.
Rule 4.
Additional restriction -
short term trading		 Directors and employees may not engage in short term trading in
Aspen Group Securities i.e. acquiring Securities and disposing of
them within 3 months or less from the date of acquisition (other than
under the qualifying exceptions under Rule 1).
Rule 5.
Prohibition on Hedging,
Short Selling and
Derivatives		 Directors and employees are prohibited from entering into an
arrangement (including short selling Aspen Group Securities or
dealing in Derivatives) that would have the effect of limiting their
exposure to risk in relation to vested or unvested Aspen Group
Securities (including any such Securities granted as part of their
remuneration).

Aspen Group Securities Trading Policy revised February 2016

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Rule 6.
Margin Lending		 Directors and employees must not enter into a margin lending
arrangement or any other form of financing arrangement secured
against Aspen Group Securities.
Definition of Policy terms
Who are “Key
Management Personnel?”		 The policy makes the distinction between “Key Management
Personnel” and all other employees. Key Management Personnel is
defined by reference to the Australian Accounting Standards
Boards’ AASB 124 Related Party Disclosure – being persons with
authority and responsibility for planning, directing and controlling the
activities of Aspen Group (directly or indirectly), including any
director (whether executive or otherwise).
For the purposes of this policy only, Key Management Personnel
include retiring directors for a period of three (3) months after
leaving.
Key Management Personnel are listed in the Annual Report of
Aspen Group for the relevant reporting period.
What is information? The Corporations Act states that "information" includes the
following.
(a)
Matters of supposition and other matters that are
insufficiently definite to warrant being made known to the
public.
(b)
Matters relating to the intentions, or likely intentions, of a
person.
Information does not need to come from Aspen Group sources – it
can come from anywhere.
What is price sensitive
information?		 Price-sensitive information is information that may have a material
effect on the price or value of Aspen Group Securities.
This is information that could, or could likely induce market
participants to acquire or dispose of the Securities.
Examples of information that may be material:

The half-yearly or full year results.

The financial performance of Aspen Group against its
budget forecasts.

The financial performance of Aspen Group against market
expectations.

A proposed alliance, joint venture or acquisition.

A significant new proposal or development.

Ending an existing alliance or joint venture.

A proposed significant funding arrangement.

A proposed capital raising.

A proposed distribution or change in distribution policy.

A change in capital structure, including a buy-back of
Securities.

An unexpected potential liability eg material litigation.

A significant bad debt or credit loss.

Aspen Group Securities Trading Policy revised February 2016

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A change in the directors or a significant change in senior
management.
What is “not yet released
to the market” or
“unpublished”
information?		 Unpublished or not yet released to the market information is
information that is not “generally available”. Generally available
information meets one of the following tests:
(a)
It consists of readily observable matter.
This means facts readily observable in the public arena,
where "readily" means promptly, quickly or easily,
or
(b)
Both of the following apply:
i.
The information is price sensitive and has been made
available in such a way that would most likely to come
to the attention of traders in Aspen Group Securities,
and.
ii.
A reasonable period has passed since it was made
available, to enable such persons to become aware.
[Example: A period of one business day since an
announcement made to the ASX by Aspen Group].
or
(c)
It is information that is drawn from deductions, conclusions
or inferences made or drawn from:
i.
Readily observable facts, and/or
ii.
Information which has already been made public.
What is are “Aspen Group
Securities”?		 Means an Aspen Group Limited share stapled to an Aspen Property
Trust unit and includes any interest in a Derivative or other financial
product as defined in section 1042A of the Corporations Act
What is a “Derivative”? Means, in relation to Aspen Group Securities, options, forward
contracts, swaps, futures, warrants, caps and collars as defined in
section 761D of the Corporations Act.
What is meant by
"trading"?		 “Trading” means in relation to any Aspen Group Securities, any one
of the following:
(a)
On your own behalf, applying for, acquiring, or disposing of
the Securities or entering into an agreement to do so.
(b)
Procuring someone else to trade in those Securities or to
enter into an agreement to do so.
(c)
Communicating information to another person (directly or
indirectly) where that other person is likely to trade the
Securities or to procure someone else to do so, on the basis
of that information.
(d)
Any arrangement involving Hedging, Short Selling and
Derivatives.
What is meant by
“Hedging”		 An arrangement (including short selling Aspen Group Securities or
Derivatives) that would have the effect of limiting their exposure to

Aspen Group Securities Trading Policy revised February 2016

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risk in relation to vested or unvested Aspen Group Securities
(including any Aspen Group Securities granted as part of their
remuneration.
What is meant by “Margin
Lending”		 Any form of financing arrangement secured against Aspen Group
Securities.
Who is covered by the
Trading Policy? – Aspen
Group Employees		 The restrictions on trading Aspen Group Securities applies to all
Aspen Group Employees and related parties as defined by S228 of
the Corporations Act (including all Key Management Personnel,
directors and employees of related entities) as well as relevant
consultants and contractors retained by the Aspen Group from time
to time and includes:

spouses,

parents,

children under 18 years, and

Trustees of a trust of which they or their families are
beneficiaries.
It applies to trading by any of the above persons.

On their own behalf.

As agent for someone else.

Through third parties, eg nominees, or agents.
All employees and directors must make sure that their spouses,
children, parents and trustees are informed of this policy and to take
reasonable steps to make sure they comply.
Breach of the insider trading laws attracts personal liability including
court orders to pay fines or compensation and imprisonment.
What is “Aspen Group”? Means Aspen Group Limited ACN 096 790 33, and all related entities,
as defined by the Corporations Act_2001 (Cwth)_.
Dealing in Securities of
other companies		 Employment within Aspen Group may lead to access to material
price sensitive information in other companies.
The Corporations Act prohibits you from trading in those Securities.

Aspen Group Securities Trading Policy revised February 2016

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