The purpose of this code is to ensure that the directors of Made Tech Group plc (the Company), and certain employees of the Company and its subsidiaries, do not abuse, and do not place themselves under suspicion of abusing, Inside Information and comply with their obligations under the Market Abuse Regulation as in force in the UK (and which applies to the Company as its shares are admitted to trading on AIM) and the AIM Rules.
Part A of this code contains the Dealing clearance procedures which must be observed by the Company’s PDMRs and those employees who have been told that the clearance procedures apply to them. This means that there will be certain times when such persons cannot Deal in Company Securities.
Part B sets out certain additional obligations which only apply to PDMRs.
Failure by any person who is subject to this code to observe and comply with its requirements may result in disciplinary action. Depending on the circumstances, such non-compliance may also constitute a civil and/or criminal offence.
Schedule 1 sets out the meaning of capitalised words used in this code.
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Inside Information
1.1. You cannot at any time tell anyone (including your family, friends and business acquaintances) any confidential information about the Company. In addition, if any information you have about the Company is Inside Information you cannot:
(A) deal in any Securities of the Company or any instruments linked to them;
(B) recommend, encourage or induce somebody else to do the same; and/or
(C) disclose the Inside Information, except where you are required to do so as part of your employment or duties (you will know if this is the case).
1.2. This behaviour is known as “insider dealing”. The prohibition applies even if you will not profit from the dealing.
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Dealing By Restricted Persons
2.1. It is the Company’s policy that certain individuals from time to time be designated as a Restricted Person, because of their involvement in a particular transaction or business situation (for example, the annual results process) which means they may have access to Inside Information. You will be notified if you have been designated a Restricted Person and will also be notified when you are no longer a Restricted Person. If you are a PDMR you will always be considered a Restricted Person.
2.2. The Board has absolute discretion to designate any employee as a Restricted Person, thereby restricting that employee from Dealing in securities of the Company, at any time.
2.3. A Restricted Person must not Deal in any Securities of the Company without obtaining clearance to Deal in advance in accordance with paragraph 3 of this Share Dealing Code.
2.4. The definitions of ‘Dealing’ and ‘Securities’ of the Company are very broad and will capture nearly all transactions in the Company’s shares or debt instruments (or any derivatives or financial instruments, including phantom options) carried out by a Restricted Person, regardless of whether such transaction is carried out for the account of the Restricted Person or for the account of another person.
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Clearance to Deal
3.1. You must not Deal for yourself or for anyone else, directly or indirectly, in Company Securities without obtaining clearance from the Company in advance.
3.2. Applications for clearance to Deal must be made in writing and submitted to the Company Secretary using the form set out in Schedule 2, applications for clearance to Deal by the Company Secretary must be made in writing and submitted to the Chief Financial Officer.
3.3. You must not submit an application for clearance to Deal if you are in possession of Inside Information. If you become aware that you are or may be in possession of Inside Information after you submit an application, you must inform the Company Secretary as soon as possible and you must refrain from Dealing (even if you have been given clearance).
3.4. You will receive a written response to your application, normally within five working days. The Company will not normally give you reasons if you are refused permission to Deal. You must keep any refusal confidential and not discuss it with any other person.
3.5. If you are given clearance, you must Deal as soon as possible and in any event within two working days of receiving clearance.
3.6. Clearance to Deal may be given subject to conditions. Where this is the case, you must observe those conditions when Dealing.
3.7. You must not enter into, amend or cancel a Trading Plan or an Investment Programme under which Company Securities may be purchased or sold unless clearance has been given to do so.
3.8. Different clearance procedures will apply where Dealing is being carried out by the Company in relation to an employee share plan (e.g. if the Company is making an option grant or share award to you, or shares are receivable on vesting under a long-term incentive plan). You will be notified separately of any arrangements for clearance if this applies to you.
3.9. If you act as the trustee of a trust, you should speak to the Company Secretary, or designated director, about your obligations in respect of any Dealing in Company Securities carried out by the trustee(s) of that trust.
3.10. You should seek further guidance from the Company Secretary, or designated director, before transacting in:
(A) units or shares in a collective investment undertaking (e.g. a UCITS or an Alternative Investment Fund) which holds, or might hold, Company Securities; or
(D) financial instruments which provide exposure to a portfolio of assets which has, or may have, an exposure to Company Securities.
This is the case even if you do not intend to transact in Company Securities by making the relevant investment.
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Further guidance
If you are uncertain as to whether or not a particular transaction requires clearance, you must obtain guidance from the Company Secretary before carrying out that transaction.
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Circumstances for refusal
You will not ordinarily be given clearance to Deal in Company Securities during any period when there exists any matter which constitutes Inside Information or during a Closed Period. The Company may also consider it appropriate to withhold clearance when there is sensitive information relating to the Company (e.g. the Company is in the early stages of a significant transaction but the existence of such transaction does not yet constitute Inside Information).
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Notification of transactions
6.1. You must notify the Company and the FCA in writing of every Notifiable Transaction in Company Securities conducted for your account as follows:
(A) Notifications to the Company must be made using the template in Schedule 3 and sent to the Company Secretary, or designated director, by you or as soon as practicable and in any event within one business day of the transaction date. You should ensure that your investment managers (whether discretionary or not) notify you of any Notifiable Transactions conducted on your behalf promptly so as to allow you to notify the Company within this time frame.
(E) Notifications to the FCA must be made within two working days of the transaction date electronically using the PDMR Notification Form on the FCA’s website https://www.the-fca.org.uk/markets/ukla/regulatory-disclosures/mar-implementation. If you would like, the Company Secretary can assist you with this notification, provided that it is asked for within one working day of the transaction date.
6.2. Once you have notified the Company of a Notifiable Transaction as required by 4.1(A), it will be required to make a market announcement of the Notifiable Transaction within two working days of the transaction date. The Company will use the information in the notification sent to the Company Secretary in order to release the relevant RNS.
6.3. If you are uncertain as to whether or not a particular transaction is a Notifiable Transaction, you must obtain guidance from the Company Secretary, or designated director.
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PCAs and investment managers
7.1. You must provide the Company with a list of your PCAs and notify the Company promptly of any changes that need to be made to that list.
7.2. You should ask your PCAs not to Deal (whether directly or through an investment manager) in Company Securities during Closed Periods and not to deal on considerations of a short-term nature. A sale of Company Securities which were acquired less than a year previously will be considered to be a Dealing of a short-term nature.
7.3. Your PCAs are also required to notify the Company and the FCA electronically using the PDMR notification form on the FCA’s website https://www.the-fca.org.uk/markets/ukla/regulatory-disclosures/mar-implementation, within two working days of every Notifiable Transaction conducted by them or for their account. You should inform your PCAs in writing of this requirement and keep a copy; the Company Secretary (or designated director) will provide you with a letter that you can use to do this. If your PCAs would like, the Company Secretary (or designated director) can assist them with the notification to the FCA, provided that your PCA asks the Company Secretary (or designated director) to do so within one business day of the transaction date.
7.4. You should ask your investment managers (whether or not discretionary) not to Deal in Company Securities on your behalf during Closed Periods.
Closed Period means any of the following:
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the period of 30 calendar days before the release of a preliminary announcement of the Company's annual results or, where no such announcement is released, the period of 30 calendar days before the publication of the Company's annual financial report; and
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the period of 30 calendar days before the publication of the Company's half-yearly financial report; or
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any other period that the Board, in its absolute discretion, designates as a close period.
Company Securities means any publicly traded or quoted shares or debt instruments of the Company (or of any of the Company’s subsidiaries or subsidiary undertakings) or derivatives or other financial instruments linked to any of them, including phantom options.
Dealing (together with corresponding terms such as Deal and Deals) means any type of transaction in Company Securities, including purchases, sales, the acceptance or exercise of options, the receipt of shares under share plans, using Company Securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to Company Securities (e.g. a Trading Plan or Investment Programme).
FCA means the Financial Conduct Authority.
Inside Information means information which relates to the Company or any Company Securities, which is not publicly available, which is likely to have a non-trivial effect on the price of Company Securities and which an investor would be likely to use as part of the basis of their investment decision.
Investment Programme means a share acquisition scheme relating only to the Company’s shares under which: (A) shares are purchased by a Restricted Person pursuant to a regular standing order or direct debit or by regular deduction from the person’s salary or director’s fees; or (B) shares are acquired by a Restricted Person by way of a standing election to re-invest dividends or other distributions received; or (C) shares are acquired as part payment of a Restricted Person’s remuneration or director’s fees.
Market Abuse Regulation means the Market Abuse Regulation as in force in the United Kingdom from time to time.
Notifiable Transaction means any transaction relating to Company Securities conducted for the account of a PDMR or PCA, whether the transaction was conducted by the PDMR or PCA or on behalf of the PDMR or PCA by a third party and regardless of whether or not the PDMR or PCA had control over the transaction. This captures every transaction which changes a PDMR’s or PCA’s holding of Company Securities, even if the transaction does not require clearance under this code. It also includes pledging or lending Company Securities, gifts of Company Securities, the grant of options or share awards, the exercise of options or vesting of share awards and transactions carried out by investment managers or other third parties on behalf of a PDMR, including where discretion is exercised by such investment managers or third parties and including under Trading Plans or Investment Programmes. Further details of transactions which are deemed Notifiable Transactions are set out in Schedule 4.
PCA means a person closely associated with a PDMR, being:
(A) the spouse or civil partner of a PDMR; or
(B) a PDMR’s child or stepchild under the age 18 years who is unmarried and does not have a civil partner; or
(C) a relative who has shared the same household as the PDMR for at least one year on the date of the relevant Dealing; or
(D) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a PDMR (or by a PCA referred to in paragraphs (A), (B), or (C) of this definition), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person or which has economic interests which are substantially equivalent to those of such a person.
PDMR means a person discharging managerial responsibilities in respect of the Company, being either:
(A) a director of the Company; or
(B) any other employee who has been told is a PDMR.
Restricted Person means:
(A) a PDMR; or
(A) any other person who has been told by the Company that the clearance procedures in Part A of this code are applied.
Trading Plan means a written plan entered into by a Restricted Person and an independent third party that sets out a strategy for the acquisition and/or disposal of Company Securities by the Restricted Person, and:
(A) specifies the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
(B) gives discretion to that independent third party to make trading decisions about the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
(C) includes a method for determining the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in.
Made Tech Group plc (the Company)
Application for clearance to deal
If you wish to apply for clearance to deal under the Company’s dealing code, please complete sections 1 and 2 of the table below and submit this form to the Company Secretary (or designated director). By submitting this form, you will be deemed to have confirmed and agreed that:
(i) the information included in this form is accurate and complete;
(ii) you are not in possession of inside information relating to the Company or any Company Securities;
(iii) if you are given clearance to deal and you still wish to deal, you will do so as soon as possible and in any event within two working days; and
(iv) if you become aware that you are in possession of inside information before you deal, you will inform the Company Secretary (or designated director) and refrain from dealing.
| 1. | Applicant | |
|---|---|---|
| a) | Name | |
| b) | Contact details | [please include email address and telephone number.] |
| 2. | Proposed dealing | |
| a) | Description of the securities | [e.g. a share, a debt instrument, a derivative or a financial instrument linked to a share or debt instrument.] |
| b) | Number of securities | [If actual number is not known, provide a maximum amount (e.g. “up to 100 shares” or “up to [€1,000] shares”).] |
| c) | Nature of the dealing | [Description of the transaction type (e.g. acquisition; disposal; subscription; option exercise; settling a contract for difference; entry into, or amendment or cancellation of, an investment programme or trading plan).] |
| d) | Other details | [Please include all other relevant details which might reasonably assist the person considering your application for clearance (e.g. transfer will be for no consideration).] [If you are applying for clearance to enter into, amend or cancel an investment programme or trading plan, please provide full details of the relevant programme or plan or attach a copy of its terms.] |
Made Tech Group plc (the Company)
Transaction notification
Please send your completed form to Debbie Lovegrove (debbie.lovegrove@madetech.com]. If you require any assistance in completing this form, please contact Debbie Lovegrove.
| Name | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | |||||||||||||
| Is this notification for a dealing you have undertaken or is the notification on behalf of one of your PCAs (person closely associated with you)? | |||||||||||||
| If it is on behalf of one of your PCAs please provide their name and relationship to you | [If the PCA is a legal person, state its full name including legal form as provided for in the register where it is incorporated, if applicable.] | ||||||||||||
| Initial notification / amendment | [Please indicate if this is an initial notification or an amendment to a prior notification. If this is an amendment, please explain the previous error which this amendment has corrected.] | ||||||||||||
| Nature of the transaction | [e.g. purchase, sale, transfer of shares/contract for difference, participation in a placing, grant or exercise of options] | ||||||||||||
| Details of the transaction(s) | [please also provide contract notes if available] [Where more than one transaction of the same nature (purchase, disposal, etc.) of the same financial instrument are executed on the same day and at the same place of transaction, prices and volumes of these transactions should be separately identified in the table below, using as many lines as needed. Do not aggregate or net off transactions.]
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Aggregated information Aggregated volume Price |
[Please aggregate the volumes of multiple transactions when these transactions: - relate to the same financial instrument; - are of the same nature; - are executed on the same day; and - are executed at the same place of transaction.] [Please state the metric for quantity.] [Please provide: - in the case of a single transaction, the price of the single transaction; and - in the case where the volumes of multiple transactions are aggregated, the weighted average price of the aggregated transactions.] [Please state the currency.] |
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| Place of the transaction(s) | [on market or outside of a trading venue?] | ||||||||||||
| Date of Transaction | [Date of the particular day of execution of the notified transaction, using the date format: YYYY-MM-DD and please specify the time zone.] |
| Transaction |
|---|
| An acquisition, disposal, short sale, subscription or exchange |
| The acceptance or exercise of a share option or award, including of a share option/award granted to managers or employees as part of their remuneration package, and the disposal of shares stemming from the exercise and/or vesting of a share option/award |
| Entering into or exercising equity swaps |
| Transactions in or related to derivatives, including cash-settled transactions |
| Entering into a contract for difference on a financial instrument of the Company |
| The acquisition, disposal or exercise of rights, including put and call options, and warrants |
| Subscriptions to a capital increase or debt instrument issuance |
| Transactions in derivatives and financial instruments linked to a debt instrument of the concerned issuer, including credit default swaps |
| Conditional transactions, upon the occurrence of the conditions and actual execution of the transactions |
| Automatic or non-automatic conversion of a financial instrument into another financial instrument, including the exchange of convertible bonds to shares |
| Gifts and donations made or received, and inheritance received |
| Transactions executed in index-related products, baskets and derivatives |
| Transactions executed by a manager of an alternative investment fund in which the PDMR or its PCA has invested |
| Transactions executed in shares or units of investment funds, including alternative investment funds (AIFs) |
| Transactions executed by a third party under an individual portfolio or asset management mandate on behalf or for the benefit of a PDMR or their PCA |
| Borrowing or lending of shares or debt instruments of the Company or derivatives or other financial instruments linked to them |
| The pledging or lending of financial instruments by a PDMR or a PCA. A pledge or similar security interest, of financial instruments in connection with the depositing of the financial instruments in a custody account does not need to be notified, unless and until such time that such pledge or other security interest is designated to secure a specific credit facility |
| Transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a PDMR or a PCA, including where discretion is exercised |
| Transactions made under a life insurance policy, where the policyholder is a PDMR or a PCA and they bear the investment risk and have the power or discretion to make investment decisions in relation to the policy. No notification obligation is imposed on the insurance company |