Obligation of Disclosure
The continuous disclosure provisions of the Corporations Act and the ASX Listing Rules require all material information to be released to the market in accordance with Listing Rule 3.1
Listing Rule 3.1 requires immediate disclosure of any information concerning the Company of which a reasonable person would expect to have material effect on the price or value of shares and/or other securities of the Company.
Information may not be disclosed where it would not be in the best interests of Conico , and the following circumstances apply:
A reasonable person would not expect the information to be disclosed;
The information is confidential and ASX has not informed the Company that they have formed the view that the information has ceased to be confidential; and
One or more of the following conditions apply:
Disclosure would breach a law
It concerns an incomplete proposal or negotiation
It comprises matters of supposition or is insufficiently definite to warrant disclosure
It is generated for internal management purposes of ASX
It is a trade secret.
Possession of Material Information
Listing Rule 19.12 provides that a company will be deemed to have become aware of information where the Director or Officer has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as a Director or Officer of that company.
Company Personnel are required to acquaint themselves not only with their personal obligations of disclosure, but also the disclosure obligations imposed on the Company.
Conico as a listed company, has an obligation under Chapter 3 of the Listing Rules to make continuous disclosure. This is an obligation to advise the market as soon as events and developments occur which result in the information that a reasonable person would expect to have a material effect on the price or value of Conico ’s securities.
The obligation is not absolute and there are a number of exceptions to when “price sensitive information” need not be disclosed, as detailed above.
Accordingly, there will be occasions where price sensitive information is in the possession of some or all of the Company Personnel and not yet released to the market, nor required to be released, and such information must be kept confidential.
In relation to the half-yearly and annual reports, these reports will contain financial information concerning Conico . Before and during preparation of the audited half yearly and annual reports, some or all of the Company Personnel will have access to the financial figures based on the data coming from the management accounts. That material may, in appropriate circumstances, be price sensitive information which is not yet released and at all times must be kept confidential, by all Company Personnel.
Listing Rule 3.1B provides that if the ASX considers there is or likely to be a false market in a company’s security, it can request the company to provide the ASX with information to correct or prevent a false market. Conico will provide the ASX with the relevant information as is necessary to correct or prevent the false market. The extent of the information to be provided by Conico will depend on the perceived nature of the false market and the information requested by the ASX.
ASX is likely to consider that there is or likely to be a false market in a company’s shares or securities if there is a reasonably specific rumour or media comment in relation to a company that has not been clarified or confirmed by an announcement to the ASX, and there is evidence that the market price of that company’s securities is moving in a way referable to such a rumour or comment. The ASX may require disclosure in these circumstances even when the Exceptions above are met.
Authorised Spokesperson’s Obligation
The Authorised Spokesperson is primarily responsible for ensuring that Conico complies with its disclosure obligations and is primarily responsible for deciding what information will be disclosed. In consultation with appropriate personnel, a decision will be made by the Authorised Spokesperson about whether or not to disclose the information, take any necessary steps to protect its confidentiality, or take steps to prevent a false market.
The Company Secretary will communicate with the ASX in relation to Listing Rule matters including lodging disclosures and announcements. The Company Secretary shall advise the Company Personnel of Conico on all disclosure obligations, policies and procedures.
Obligations to Notify the Authorised Spokesperson
Should any information come to light about Conico which may need to be released, all Company Personnel are obliged to bring that information to the attention of the Authorised Spokesperson with all possible expediency. Initial notification should be given directly to the Authorised Spokesperson. In the absence of the Authorised Spokesperson notification should be given to the Company Secretary. Until a decision as to whether or not to disclose information has been made, all Company Personnel must treat the information as strictly confidential.
Unless otherwise advised the nominated spokesperson for Conico is the Mr Guy Le Page and any other person authorised by the Mr Guy Le Page.
The spokespersons are entitled to clarify information publicly released through the ASX, but they should not add to or reveal any additional information which may be considered as price sensitive.
It is the policy of Conico not to comment upon market rumours or speculation.
If it is assessed to be in the best interest of shareholders, Conico reserves the right to make comment if information is factually incorrect or misinterpreted. Conico will comment on market rumours if asked to do so by the ASX.
Communication of Information
All information which would be expected to have a material effect on the price or value of Conico securities will be released by the Company to ASX as soon as practicable. All such information disclosed to the ASX in compliance with this policy will where reasonably possible be promptly placed on the Conico website following release of the information by the ASX.
At times it may be necessary to request a trading halt from ASX to ensure orderly trading in Conico securities. The Authorised Spokesperson (or, in his absence, the other Directors) will make all decisions in relation to trading halts. No other Company Personnel is authorised to seek a trading halt except with the approval of the Authorised Spokesperson or in his absence the approval of the other Directors.
Contact with the market
Conico interacts regularly with the market in a variety of additional ways. These include presentations at conferences to the media, analysts and investors, and may include one on one briefings or general discussions to a wider audience.
Conico recognises that it is important to have such market discussions, but also recognizes that price sensitive information which has not been released to the market is not to be communicated during these discussions.
Review of analyst reports
Conico recognises the important role performed by analysts in assisting the establishment of an efficient market with respect to Conico securities. However, Conico is not responsible for, and does not necessarily endorse, analyst reports that contain commentary on Conico .
Financial Projections and Reports
Conico ’s financial projections and reports will be publicly disclosed as and when required by the ASX Listing Rules and other Laws.
Disclosure of Corporate Governance Compliance
Conico will make publicly available by posting on the Conico website in the Corporate Governance section, all information as Conico is required to disclose as a consequence of the reporting requirements specified in the ASX Corporate Governance Council Recommendations.
The Directors may review and modify this policy from time to time as they see fit.