1. Introduction
The Nigerian Exchange Issuer’s Rule Book prohibits the purchase or sale of a company’s securities by anyone who is aware of Material Information about that company that is not generally known or available to the public. The Issuer’s rule book also prohibits anyone who is aware of material non-public information from disclosing this information to others who may trade with it. Companies and their controlling persons may also be subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.
2. Purpose
The purpose of the Policy is as follows:
3. Glossary of Terms
S/N | Term | Description/Definition |
a. | Applicable Laws | This means all relevant laws, rules, regulations guiding the operations and activities of the Company. |
b. | Company | means Transnational Corporation Plc |
c. | Conflict of Interest | This means situations where personal, occupational or financial considerations may influence certain persons’ ability to act in the best interest of the Company. |
d. | Closed Period | This means the period during which Insiders are restricted from transacting in the Securities of the Company. |
e. | Connected Person | • a family member or relative of an Insider. • a company controlled by a director or employee of the Company. • An agent of the Company. |
f. | Group | means the companies affiliated to and within the Transnational Corporation Plc. |
g. | Insider | means a person who has Inside Information through being a director, employee or shareholder of the Company to which the Inside Information relates; or who has access to such information by virtue of his employment, office or profession; or such person knows that the direct or indirect source of the Inside Information was any of the aforementioned persons; or any person who can be deemed to be a Connected Person or an agent of any of the aforementioned persons including: • a director of the company or a related company or a nominee to become a director of the Company or a related company. • A member of the Company’s senior management team. • an officer of the company or a related company. • an employee of the company or a related company. • a person involved in a professional or business relationship with the company. • any shareholder of the company who owns 5 percent (5%) or more of any class of securities or any person who is or can be deemed to have any relationship with the Company or member. • members of the Company’s Audit Committee. • A company where a director or senior management has control whether in terms of shareholding, influence, or in any other capacity whatsoever. • An entity which owns more than 10% of the company’s voting shares. |
h. | Inside Information | means specific or precise information, which has not been made public and which is obtained or learned as an insider; and if it were made public would be likely to have a material effect on the price or value of any product listed on a regulated market. |
i. | Insider Trading | means insider dealing and occurs when an Insider who being in possession of some confidential and Price Sensitive Information not generally available to the public, utilises such information to buy or sell Securities for the benefit of himself, itself or any person. |
j. | Key Management Personnel or Person | means the Company’s directors and other executive committee members and any other person holding a |
Discharging Managerial Responsibility (PDMR) | control function stated by the Board as key management personnel on the basis that they have authority and responsibility for directing and controlling the activities of the Company either directly or indirectly, including but not limited to: – Executive Director – Chief Finance Officer – Company Secretary/ Head of Legal – Head Internal Audit – Head Business Development & Operations – Head Human Resources – Head, Marketing & Corporate Communications | |
k. | Material Information | means information that is not readily available to the market, and if it were, would have an effect on the market price of the Company’s Securities. Information is “material” if a reasonable investor would likely consider it important in making a decision to buy, hold or sell securities. |
l. | Price Sensitive Information | means any information that could reasonably be expected to affect the price of the security, whether positively or negatively. |
m. | Regulator | means the Nigerian Exchange Group (“NGX” or “the Exchange”), the Securities & Exchange Commission (“SEC” or “the Commission”) the Financial Reporting Council (“FRC”) or such other regulators as may be applicable to the Company’s operations from time to time. |
n. | Securities/Shares | means the Company’s securities such as shares, options, warrants or any other security, or financial products issued or created over or in respect of the Company’s products (e.g., derivatives), whether or not they are traded on the NGX. |
o. | Unpublished Price Sensitive Information | means any Price Sensitive Information not in the public domain which has not been published by the Company. |
4. Covered Parties and Transactions
5. Price Sensitive Information and Material Non-Public Information
NB: Whilst it is not possible to define all aspects of Material Information, the public, the media and the courts may use hindsight in judging what is Therefore, it is important to err on the side of caution and assume information is material if there is any doubt.
6. Management/Handling of Company’s Information
7. Trading on Material Non-Public Information
All Insiders shall not engage in short-term trading of the Company’s Securities i.e., buying and selling of Securities within a period of thirty (30) days.
Buying and selling of securities in other Companies with which the Company may be dealing is prohibited where an individual possesses Unpublished Price Sensitive Information.
8. Closed Period
9. Trading Window Periods
10. Disclosure Requirements for Dealing in the Company’s Securities
11. Trading of Shares by Independent Directors
12. Sales of Securities
13. Exceptional Circumstances
14. Breach of Policy
15. Publication, Monitoring and Review of the Policy
This Policy will be hosted on the website of the Company as well as circulated to all members. From time to time, reminders on insider trading will be published in the newsletter of the company and sent through e-mails to members. The policy will be reviewed at least once every (3) years and may be amended if deemed necessary.
16. Waivers
The Board shall approve all requests for any waiver to this Policy. All such waiver approvals shall be obtained in writing and kept as a record by the policy owner.
17. Review and Amendment
The Policy shall be reviewed every three (3) years by the policy owner to ensure that it remains aligned with the size and complexity of the Company’s transactions as well as its current or future changes in operations and the annual business plan.
The Company however reserves the right to change any of the provisions of this policy as it deems fit or required from time to time and such change shall apply to all Staff of the Company from the date of change as it relates to the subject-matter.
18. General Note
In the event of any confusion, all Insiders shall refer to the Company Secretary for clarification.
Km 20 Warri/Patani Road, Ughelli, Delta State
Email: info@transcorppower.com
Deshola is the Head of Marketing and Corporate Communication for Transcorp Power Plc. She is an accomplished Marketing & Communications professional with over 15 years of hands-on experience in the Financial Services Industry. She has a strong background in strategic marketing, digital marketing, and corporate communications. She has also worked as a Project Manager in multi-location and cross-functional contexts.
Prior to this role, Adeshola worked as the Head of Digital & Insights for Coronation. She also worked as the Head of Digital Media at United Bank for Africa (UBA) where she worked on different marketing strategies and digital initiatives to transform the bank’s perception and grow its customer base. Adeshola was also a member of the Marketing team at Interswitch – Verve International, where she was very instrumental in driving direct marketing and customer engagement. She has worked with other financial institutions namely Keystone Bank and PR agency, Cushion the Impact, UK
Deshola holds a Bachelor of Science in Marketing from Babcock University, a Post Graduate Diploma in Marketing from the Nigerian Institute of Marketing, and an MA in Marketing Communications from the University of Westminster. She is also a Google AdWords Certified Professional.