Continuous Disclosure Policy
CONTINUOUS DISCLOSURE POLICY SUMMARY
This Continuous Disclosure Policy comprises two parts:
Part 1: The legal position. This section describes Avexa's principal disclosure obligation and the consequences of a failure to disclose information.
Part 2: Reporting processes. This section describes the system to be followed in identifying potentially discloseable information, reporting it internally and, if required, disclosing it to ASX.
PART 1: THE LEGAL POSITION
1. Introduction
As a public listed company, Avexa Limited (Avexa/the Company) is required to comply with the continuous disclosure obligations contained in the Listing Rules of Australian Stock Exchange Limited (ASX). This continuous disclosure obligation is complemented by requirements under the Corporations Act.
2. ASX disclosure
2.1 Obligation
Under Listing Rule 3.1, Avexa is required to notify the ASX immediately it is or becomes aware of:
any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company's securities.
Avexa must not release this information to any other person (such as the media) until it has given the information to ASX and received an acknowledgement that ASX has released the information to the market (Listing Rule 15.7).
2.2 The exception
Disclosure under Listing Rule 3.1 is not required where each of the following conditions is satisfied:
(a) a reasonable person would not expect the information to be disclosed; and
(b) the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; and
(c) one or more of the following applies:
(i) it would be a breach of a law to disclose the information;
(ii) the information concerns an incomplete proposal or negotiation;
(iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
(iv) the information is generated for the internal management purposes of the Company; or
(v) the information is a trade secret.
Avexa must meet its continuous disclosure obligation as soon as one of the requirements is no longer satisfied.
2.3 When is Avexa aware of information?
Under ASX Listing Rule 19.12, Avexa becomes aware of information if a director or executive officer of Avexa has, or ought reasonably to have, come into possession of information in the course of the performance of their duties as a director or executive officer of Avexa.
2.4 Materiality
The measure used in Listing Rule 3.1, whether a reasonable person would expect the information to have a material effect on the price or value of the company's securities, is the subject of a deeming provision in the Corporations Act (Section 677) and that same deeming provision applies to Listing Rule 3.1. As a result, a reasonable person is taken to expect particular information to have a material effect on the price or value of any of the company's securities if the information would, or would be likely to, influence persons who commonly invest in such securities in deciding whether to acquire or dispose of the securities.
2.5 Generally available information
Avexa is not required to disclose information which is generally available.
3. Appointment of an authorised officer
Avexa has appointed the Company Secretary as the nominated officer who has primary responsibility for administration of the Company's continuous disclosure policy.
4. Contravention and liability
4.1 Contravention
Avexa will contravene its continuous disclosure obligations if it fails to notify ASX of information required by Listing Rule 3.1 to be disclosed.
If Avexa contravenes these obligations intentionally, recklessly or negligently by failing to notify the ASX of information, Avexa and its officers may be guilty of an offence under the Corporations Act (Section 674).
4.2 Liability
If the Company contravenes its continuous disclosure obligations, it may face criminal and civil liability under the Corporations Act. The Australian Securities and Investments Commission (ASIC) can also institute proceedings under the ASIC Act.
Avexa's officers, including its directors, employees or advisers, who are involved in a contravention by the Company may face civil liability or, if they aid or abet, or are in any way knowingly concerned in, the Company's contravention, criminal liability under the Criminal Code.
5. ASX policy
The ASX has issued a Guidance Note in relation to the operation of Listing Rule 3.1. The Guidance Note sets out ASX's general approach to continuous disclosure. It should not be regarded as a definite statement of the application of Listing Rule 3.1 in every case, and should not be considered as legal advice.
PART 2: REPORTING PROCESSES
1. Reporting obligations
1.1 Persons to whom events should be reported
In the performance of their duties as a director of Avexa, directors who become aware of information that may have a material effect on the price or value of Avexa's shares, should immediately notify the Chairman of that information. Executive officers and employees should immediately report any such information to the Chief Executive Officer.
1.2 Leaks, rumours and inadvertent disclosure; correcting a false market
From time to time it may be necessary to respond to the unauthorised or selective disclosure of information or market rumours concerning the Company. When it appears that a significant portion of the market is acting on a misapprehension of the Company's position, a false market is created.
To ensure a consistent response from the Company to such occurrences, all instances of unauthorised or selective disclosure or rumours should be reported by directors to the Chairman and by executive officers and employees to the Chief Executive Officer as soon as they become known.
1.3 Disclosure of information
In the case of unauthorised or selective disclosure of information, even if the information is not considered material and, therefore, would not have been required to be disclosed, it will be made available to investors on the Company's website.
If the information the subject of the unauthorised or selective disclosure is considered material, or there is a significant market rumour concerning the Company that is having or is likely to have an impact on the price of the Company's shares, the Chief Executive Officer will coordinate the development of a disclosure response to the ASX.
1.4 Referral of enquiries
Any queries by the ASX, media, analysts, brokers, shareholders or the public must be promptly referred to the Chairman or the Chief Executive Officer.
The only employees authorised to speak to the media or any other person outside the Company about market rumours or information that is subject to this policy are those who are expressly authorised from time to time by the Chairman, the Board or the Chief Executive Officer.
2. Summary
In summary, it is the responsibility of each director and executive officer of Avexa to communicate any information regarding Avexa that may have a material effect on the price or the value of Avexa's securities as soon as that director or executive officer becomes aware of that information.
If there is any doubt as to whether the information should be disclosed, that information must be internally reported by directors to the Chairman and by executive officers and employees to the Chief Executive Officer in accordance with this policy, and it will then be more fully considered by the Chairman and the Chief Executive Officer whether or not disclosure to the ASX is necessary.
A failure by Avexa to make timely disclosure of information that may have a material effect on the price or value of Avexa's securities may result in criminal or civil liability for Avexa, its directors and executive officers.
