Winbar and With Group

Rules and Regulations
TIMELY DISCLOSURE

 
Winbar and With Group "Timely Disclosure" Rules and Regulations are housed under the sections stated below. Please mouse-click the relevant section for instant viewing.
 
Relevant Authority
Regulatory Authorities
Immediate Disclosure
Developments to Be Disclosed
Dissemination
Announcements
Misleading Announcements
Confidentiality
Maintaining Confidentiality

 

TIMELY DISCLOSURE
 
Relevant Authority

This particular section discusses the general rules for determining which authorities and/or stock exchange is to be consulted for requirements relating to, and the disclosure and filing of, material information. Any reference to "the relevant securities regulator" refers to the Policy Statement. Nonetheless, there are six general principles in determining the relevant securities regulator for consultation on matters of, disclosure, and the filing of material information. The particular rules that apply depend upon the jurisdiction and whether or not the securities are listed and, if listed, the particular exchanges on which the Issuer securities are listed. The rules are as follows:
a)
Unlisted securities, the relevant securities regulator are the Securities Administrator in the relevant jurisdiction having the principal market for the unlisted securities.
b)
Listed securities, the Exchange itself are the relevant securities regulator. Notwithstanding, the Issuer may also consult with the Securities Administrator.
c)
Securities listed on any other stock exchange, both the Stock Exchange and the securities administrator in the jurisdiction having the principal market for the listed securities are considered to be the relevant securities regulators.
d)
Securities listed on two or more stock exchanges, each stock exchange are a relevant securities regulator, and must be dealt with. The Issuer may also consult with the Securities Administrator in the jurisdiction having the principal market for the listed securities.
e)
Material change reports and media releases must be filed in accordance with the requirements of legislation in the jurisdictions.
f)
The rules of all stock exchanges upon which securities are listed must be observed.
     
Regulatory Authorities
Decisions on disclosure require careful subjective judgements, of a subsidiary or its nominee and/or the Issuer's Board of Directors are encouraged to consult on a confidential bases the relevant regulatory authority when in doubt as to whether disclosure must be made.
Immediate Disclosure
The Issuer is required to disclose material information concerning its business and affairs forthwith:
upon the information becoming known to management, or
in the case of information previously known, or
upon it becoming apparent that information is material.
However, in restricted circumstances, disclosure of material information may be delayed for reasons of corporate confidentiality.
     
Developments to Be Disclosed
Actual or proposed developments that give rise to material information, requires prompt disclosure and includes, but are not limited to the following:
a)
Changes in share ownership that affects control of the Issuer or its subsidiary(s).
b)
Changes in corporate structure,
c)
Take-over bids or issuer bids.
d)
Major acquisitions or dispositions.
e)
Changes in capital structure.
f)
Borrowing of funds.
g)
Sale of securities.
h)
Development of new products and developments affecting the Issuer's and/or its Subsidiary(s) resources, technology, products or market.
i)
Significant discoveries by the Issuer.
j)
Entering into or loss of a significant contract.
k)
Firm evidence of significant increases or decreases in near-term earnings prospects.
l)
Changes in capital investment plans or corporate objectives.
m)
Significant changes in management.
n)
Significant litigation.
o)
Major labour disputes or disputes with major contractors or suppliers.
p)
Events of default under financing or other agreements.
q)
Any other developments relating to the business and affairs of the Issuer that would reasonably be expected to significantly affect the market price or value or investment decision.
     
Dissemination
It is the issuer's sole responsibility to ensure that their media release be transmitted to the media by the quickest possible method and in a manner, which provides for wide dissemination. Media releases must be made to:
news services that disseminate financial news nationally,
the financial press, and
daily newspapers that provide regular coverage of financial news.
 
Announcements
Announcements of material information must be factual and balanced. The guiding principle is to communicate clearly and accurately the nature of the information, without including unnecessary details, exaggerate reports or editorial commentary designed to colour perception of the announcement. The Issuer must be prepared to supply further information when appropriate to the underwriting subsidiary or its nominee.
Misleading Announcements
All material information must be released immediately, the timing of an announcement of material information must be handled carefully. Announcements of an intention to proceed with a transaction or activity must not be made unless:
the Issuer has the ability to carryout its decision
the Issuer has made its decision to proceed with the transaction or activity
     
Confidentiality
When?
There are limited circumstances wherein disclosure of material information concerning the Issuer's business and affairs may be delayed and kept confidential temporarily. In such a situation, issuers are required to adhere to the local Securities Authorities set procedures and disclose to the securities administrator on a confidential basis, information that is not being disclosed to the public, pursuant to the set procedures and manner set out by the relevant local securities. The Issuer must issue and file a press release once the circumstances justifying non-disclosure have ceased to exist. The following are instances in which disclosure might be unduly detrimental to the Issuer's interests where:
a)
Release of information would prejudice the Issuer's ability to pursue specific and limited objective or to complete a transaction or series of transactions that are underway.
b)
Disclosure would provide competitors with confidential corporate information that would significantly benefit them. Such information may be kept confidential if the Issuer is of the opinion that the detriment to it resulting from disclosure would outweigh the detriment to the market in not having access to the information.
c)
Disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion thereof. Disclosure must be made once "concrete information" finalisation of the terms of the transaction.
     
Maintaining Confidentiality
Where disclosure of material information is delayed, the Issuer must:
Maintain complete confidentiality
In the event, that confidential information is divulged in any manner (other than in the necessary course of business), the Issuer is required to make an immediate announcement on the matter.
Notify the relevant securities regulator of the announcement, in advance, in the usual manner.
During the period before material information is disclosed, the Issuer must closely monitor market activity in the Issuer's securities. At any time when material information is being withheld from the public, the Issuer is under a duty to take precautions to keep such information completely confidential.
     
       

 
 
 
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