SUMMARY OF GUIDELINES ON BUYING AND SELLING GLOBAL PROPERTIES LIMITED SECURITIES

1. INTRODUCTION

This summary sets out Global Properties Limited’s (GPB) policy on the sale and purchase of securities (ordinary shares and options) in (GPB) by Directors, employees and associated persons.

The purpose of this guideline is to reinforce this position and to assist Directors, employees and associates to avoid conduct known as "insider trading". 

2. WHAT IS INSIDER TRADING? 

2.1 Prohibition

Insider trading is a criminal offence. A person will be guilty of insider trading if:

(a) that person possesses information in relation to a company which is not generally available to the market, and if it were generally available to the market, would be likely to affect the price or value of that company's securities (ie. information that is "price sensitive"); and

(b) that person:

(i) buys or sells securities in the company;

(ii) procures someone else to buy or sell securities in the company; or

(iii) passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to deal in the securities or procure someone else to deal in the securities of the company.

When is information “generally available”?

Information is considered to be generally available if it: 

(a) is readily observable; (for example, published in the press, or in marketing communications); or 

(b) has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information (eg, by way of an ASX announcement) and, since the information was made known, a reasonable period has elapsed.

Examples of inside information:  

Some examples of information which could be inside information are:

  • Sales figures;
  • Profit forecasts;
  • Unpublished announcements, or knowledge of possible regulatory investigation;
  • Liquididty and cashflow;
  • Proposed changes in GPB’s capital structure, including issues of securities, right and buy-backs;
  • Borrowings;
  • Major asset purchase or sales;
  • Impending mergers, acquisitions, reconstructions, takeovers, etc;
  • Significant litigation;
  • Significant changes in operations;
  • Significant changes in industry;
  • New products/services in technology;
  • Proposed dividends;
  • Management restructuring or Board changes, and
  • New contracts or customers.

2.3 Dealing through third parties

A person does not need to be a Director or employee of GPB to be guilty of insider trading in relation to securities in our Company. The prohibition extends to dealings by Directors and employees through nominees, agents or other associates, such as family members, family trusts and family companies.

2.4 Employee share and option schemes (Not yet established)

The prohibition will not apply to the initial acquisition of shares or options under GPB’s Employee Share Ownership Plan or under any Prospectus issued by the Company.

However, it will apply when shares are disposed of, or options are exercised, if the employee at that time is in possession of price sensitive information that is not generally available to the market. 

3. GUIDELINES FOR TRADING IN GPB SECURITIES

3.1 General rule

Directors and employees of GPB should not buy or sell securities in GPB, when GPB is in possession of price sensitive information that is not generally available to the market.

3.2 Safest times to deal in GPB securities

There is no particular time during which it is “safe” or “unsafe” to deal in GPB securities. The SOLE TEST is whether, at the particular time, a Director or employee is in possession of price sensitive information that is not generally available in the market.

3.3 Trading windows

Subject to the insider trading provisions of the Corporations Act outlined in Section 2 and the notification requirements in Section 4, the recommended time (in order to minimize suggestions of insider trading) for any Director or employee to deal in Securities is during the four week period commencing on the second business day after:

(a) GPB’s annual general meeting;

(b) The release of GPB’s half-yearly announcement to the ASX;

(c) The release of GPB’s preliminary final statement or full year announcement to ASX (whichever is earlier);

(d) The release of a disclosure document (eg. a prospectus) by GPB.

(e) The release of the quarterly commitments test report known as Appendix 4C.

The Chairman of the Board, or the Chairman’s delegate, (eg. the Company Secretary) may also notify Directors and employees of GPB in writing of other ad hoc “trading windows”. 

4. DISCLOSURE POLICY

Any Director or employee proposing to buy or sell in excess of 20,000 GPB securities MUST advise the Chairman (in the case of Directors) or the Company Secretary (in the case of employees) in writing (on any approved form) of their intention to do so BEFORE buying or selling the securities. This notification obligation operates at all times.

Directors and employees must not buy or sell GPB in excess of 20,000 GPB securities until approval has been given by the Board, Chairman or Company Secretary. The Board, Chairman or Company Secretary should not reasonably withhold approval and if a response is not received within 48 hours of the advice, approval will be deemed to
have been given.  

5. AUSTRALIAN STOCK EXCHANGE LIMITED NOTIFICATION BY DIRECTORS

The Australian Stock Exchange Listing Rules oblige any Director dealing in GPB securities to notify GPB (through GPB’s Company Secretary) within 3 days after any dealing providing full details of the dealing in accordance with the prescribed (Appendix 3Y) form.

Ian Dennis
Company Secretary
Sydney 17 June 2008