Silver Mines

December 29, 2010 06:06 ET

Securities Trading Policy


ASX Limited                                                      29 December 2010
Exchange Centre
20 Bridge Street
Sydney NSW 2000


1.      Policy objectives

1.1     Directors, employees and other shareholders are encouraged to be long-term holders of Silver Mines
             Limited (Company) shares.  However, care must be taken in the timing of any acquisition or disposal of
             securities of the Company.

1.2     The objective of this Policy is:

      1.2.1   to ensure that the Directors and employees are aware of and do not inadvertently breach the insider
                    trading provision of the Corporations Act 2001 when dealing in securities in the Company (including shares
                    and options); and

      1.2.2   to assist in maintaining market confidence in the trading of the Company's securities.

2.      Who does this Policy apply to?

People covered

2.1     This Policy applies to all Directors, the Company Secretary, and to all executives and employees of
             the Company and their associates.
2.2     In this Policy, Senior Management means the Managing Director, the Chief Financial  Officer and the
             Company Secretary, and all senior executives.
2.3     Persons covered by this Policy must not trade through any member of their family, or though a trust
             or company over which they have influence or control, in circumstances where they would have been prohibited
             from trading in their own name.

Securities covered

2.4     This Policy applies to all securities issued by the Company from time to time, including ordinary
             shares and options.


2.5     This Policy does not apply to any acquisition of securities as part of:

    2.5.1   a new issue where the issue is available pro rata to all holders of securities of the relevant
                  class; or
    2.5.2   a share purchase plan; or
    2.5.3   an executive or employee share or option plan.

2.6     This Policy will apply however to any subsequent disposals of securities acquired under any of the

3.      What is insider trading?

Insider trading

3.1     If a person covered by this Policy has Inside Information relating to the Company it is illegal for
             the person to:

      3.1.1   buy, sell or otherwise deal in securities in the Company;

      3.1.2   advise, procure or encourage another person (for example, a family member, a friend, a family
                    company or trust) to buy or sell the Company's securities; or

      3.1.3   pass on information to any other person, if the person covered by this Policy knows or ought to
                    reasonably know that the person may use the information to buy or sell (or procure another person to buy or
                    sell) the Company's securities.

Inside Information

3.2     Inside Information is information which is not generally available to the market and, if it were
             generally available to the market, would be likely to:

      3.2.1   have a material effect on the price or value of any company's securities (not just the Company's
                    securities); or

      3.2.2   influence persons who commonly invest in securities in deciding whether or not to buy or sell the
                    Company's securities.

3.3     Information is generally available if:

      3.3.1   it consists of readily observable matter;

      3.3.2   it has been made known in a manner likely to bring the information to the attention of people who
                    commonly invest in securities of a kind whose price or  value might be affected by the information, and,
                    since it was made known, a reasonable period for it to be disseminated among such persons has elapsed;

      3.3.3   it is derived from information which has been made public; or

      3.3.4   it consists of observations, deductions, conclusions or inferences made or drawn from the other
                    generally available information.

3.4     It does not matter how or where you obtain inside Information - it does not have to be from the
             Company or about the Company to constitute Inside Information.

Penalties for non-compliance

3.5     Insider trading is a criminal offence punishable by significant fines or jail terms or both.

3.6     In addition, the insider trader and any other person involved in the contravention may be liable to
             compensate third parties for any resulting loss.

3.7     Non-compliances will be treated seriously by the Company and breaches of this Policy, whether or
             not they result in a breach of the law, may result in disciplinary action including dismissal.

 4.      Policy

No trading when in possession of Inside Information

4.1     No person to whom this Policy applies may deal in any security at any time if they have Inside

Black Out Periods

4.2     A person covered by this Policy may trade in securities at any time but only if:

      4.2.1   there is no black out period in place; and

      4.2.2   they have no Inside Information; and

      4.2.3   the trading is not for short term or speculative gain.

The Board, the Managing Director or the Company Secretary may implement a black out period with immediate
effect via written notification (generally distributed by e-mail) from the Company Secretary.  When a black
out period is implemented, no one covered by this policy is permitted to trade in the securities of the
Company.  The Company Secretary will communicate in writing the lifting of a black out period.

In addition to the above, there are designated black-out periods each year as follows:

      4.2.4   15 January following the end of the previous December quarter up to and including two (2) business
                    days after the day on which the Company releases its December quarterly cash flow report;

      4.2.5   15 April following the end of the previous March quarter up to and including two (2) business days
                    after the day on which the Company releases its March quarterly cash flow report;

      4.2.6   15 July following the end of the previous June quarter up to and including two (2) business days
                    after the day on which the Company releases its June quarterly cash flow report; and

      4.2.7   15 October following the end of the previous September quarter up to and including two (2) business
                    days after the day on which the Company releases its September quarterly cash flow report.

Excluded Trading

4.3          A person covered by this Policy may trade in securities during a black out period if that
             trading falls within one of the following categories of "excluded trading":

      4.3.1        transfers of securities already held from a person's own name into a superannuation
                   fund of which that person is a beneficiary and vice versa;
      4.3.2        an investment in, or trading in units of, a fund or other scheme where the assets of
                   the fund or other scheme are invested at the discretion of a third party;
      4.3.3        undertakings to accept, or the acceptance of, a takeover offer;
      4.3.4        trading under an offer or invitation made to all or most members such as a rights issue
                   or a share purchase plan;
      4.3.5        a disposal of Company shares that is the result of a secured lender exercising their
                   rights, for example, under a margin lending arrangement; and
      4.3.6        trading under any employee incentive scheme in accordance with the rules of a Board
                   approved Incentive Plan.

Other authorised trades

4.4          A person covered by this Policy may trade in securities outside of blackout periods only if:

      4.4.1        they are personally satisfied that they are not in possession of Inside Information;
      4.4.2        in the case of Directors - they have obtained the approval of the Chairman or in the
                   case of any proposed trade by the Chairman, of another non-executive Director nominated
                   by the Board for the purpose;
      4.4.3        In the case of Senior Management - they have obtained the approval of the Managing
                   Director; and
      4.4.4        In the case of others - they have obtained the approval of the Company Secretary.

4.5                 Approval to trade during a black out period may only be given where:

      4.5.1        the person is in severe financial hardship or other exceptional circumstances exist;
      4.5.2        the approvers are satisfied that there is no inside information which has not been
                   disclosed to ASX Limited.

4.6          The following are examples of situations of severe financial hardship or other exceptional
             circumstances which the approvers may consider sufficient to warrant approval under the
             previous paragraph:

      4.6.1        "severe financial hardship" could include (but is not limited to) the applicant having
                    a pressing financial commitment that cannot be satisfied otherwise than by selling the
                    relevant Company shares; and
      4.6.2        "exceptional circumstances" could include (but is not limited to) where the applicant
                    is required by a court order, or there are court enforceable undertakings, for example,
                    in a bona fide family settlement, to transfer or sell Company shares or there is some
                    other overriding legal or regulatory requirement for him or her to do so.

4.7          An applicant seeking clearance to trade must satisfy the approvers that they are in severe
             financial hardship or that their circumstances are otherwise exceptional and that the proposed
             sale or disposal of the relevant Company shares is the only reasonable course of action

4.8           Determination as to whether the applicant is in severe financial hardship or whether a
             particular set of circumstances exist may only be made by the approving person.

4.9          Permission will be given for trading pursuant to this section 4 only after a written request
             for approval is provided (whether by letter, facsimile, electronic or other form of visible
             communication) and only if the approving person is satisfied that the transaction would not

      4.9.1        contrary to law;
      4.9.2        for speculative gain;
      4.9.3        to take advantage of inside knowledge; or
      4.9.4        seen by the public, press, other shareholders or ASX as unfair.

4.10         If approval is given, the trade must be executed within 2 business days of the approval.

Disclosure to the Company

4.11         Senior Management must advise the Company Secretary in writing of the details of completed
             transactions within 2 business days following each transaction.  Details required include the
             name of the shareholder, the date of transaction, type of transaction (purchase, sale, etc.),
             number of securities and price per security.  Notification is necessary whether or not prior
             authority has been required.

4.12         The Company Secretary must maintain a register of securities transactions for the purposes of
             this Policy.

4.13         The Company must comply with its obligations to notify ASX in writing of any changes in the
             holdings of securities or interest in securities by Directors.

Yours faithfully

Kevin Lynn
Company Secretary

Silver Mines Limited (ACN 107 452 942)
FKP House, 5th Floor 17-19 Bridge St, Sydney, NSW Australia 2001
P: +61 2 9253 0900 F: +61 2 9253 0901

Contact Information

  • Silver Mines