CONTINUOUS DISCLOSURE POLICY

The purpose of this policy is to ensure compliance with ASX Listing Rule 3.1.

LISTING RULE 3.1
Once an entity is or becomes aware of any information concerning it, which a reasonable person would expect to have a material effect on the price or value of any entity's securities, the entity must immediately tell ASX that information. Our policy is that the following information would require disclosure if material:
  • A change in the entity's financial forecast or expectation
  • The appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade credit, trade debt, borrowing or securities held by it or any of its child entities
  • A transaction for which the consideration payable or receivable is a significant proportion of the written down value of the entity's consolidated assets.
    • Normally, an amount of 5% or more would be significant, but a smaller amount may be significant in a particular case.
  • A recommendation or declaration of a dividend or distribution
  • A recommendation or decision that a dividend will not be declared
  • Under-subscriptions or over-subscriptions to an issue
  • Giving or receiving a notice of intention to make a takeover
  • An agreement between the entity (or a related party) and a director (or a related party of the director)
  • A change in accounting policy adopted by the entity
  • Any rating applied by a rating agency to an entity, or securities of an entity, and any change to such a rating
  • A proposal to change the entity's auditor
EXCEPTION TO RULE 3.1
3.1A Listing Rule 3.1 does not apply to particular information while all of the following are satisfied:
3.1A.1 A reasonable person would not expect the information to be disclosed
3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential
3.1A.3 One or more of the following applies:
  • It would be a breach of a law to disclose the information
  • The information concerns an incomplete proposal or negotiation
  • The information comprises matters of supposition or insufficiently definite to warrant disclosure
  • The information is generated for the internal management purposes of the entity
  • The information is a trade secret
Note: "Confidential" means confidential as a matter of fact. An entity may give information to third parties in the ordinary course of its business and activities and continue to satisfy Rule 3.1A.2 provided the entity retains control over the use and disclosure of the information, including information given to the following:
  • The entity's advisers for the purposes of obtaining advice
  • Other service providers such as share registries and printers
  • A party with whom the entity is negotiating for the purposes of the negotiation
  • A regulatory authority or ASX in the course of an application or submission
ASX would be likely to consider that information has ceased to be confidential if the information, or part of it, becomes known either selectively or generally, whether inadvertently or deliberately. If information becomes known by others in circumstances where the entity does not retain control of its use and disclosure, Rule 3.1A.2 is not satisfied, regardless of whether the entity or third party disclosed the information.

Example: Where there is a rumour circulating or media comment about the information and the rumour or comment is reasonably specific, this will generally indicate that confidentially has been lost.

3.1B False market
If ASX considers that there is, or is likely to be, a false market in an entity's securities and asks the entity to give it information to correct or prevent a false market, the entity must give ASX the information needed to correct or prevent a false market.

Note: The obligation to give information under this Rule arises even if the exception under Rule 3.1A applies. ASX would consider that there is, or is likely to be, a false market in the entity's securities in the following circumstances:
  • The entity has information that has not been released to the market, for example because all of the exceptions from Listing Rule 3.1 in Listing Rules 3.1A.1, 3.1A.2 and 3.1A.3 are satisfied; and
  • There is reasonably specific rumour or media comment in relation to the entity that has not been confirmed or clarified by an announcement by the entity to the market; and
  • There is evidence that the rumour or comment is having, or ASX forms the view that the rumour or comment is likely to have, an impact on the price of the entity's securities.
ASX may make enquiries of any entity under Rule 18.7 to satisfy itself whether there is a false market.

The Company Secretary is primarily responsible for ensuring that this policy is implemented and enforced and that all required material information is disclosed to the ASX as required by the Listing Rules and the Corporations Act.

The Chairman is the ultimate decision-maker on ADG's continuous disclosure. In consultation with appropriate directors, a decision will be made by the Chairman about whether or not to disclose the information, take any necessary steps to protect its confidentiality, or take steps to prevent a false market such as requesting a trading halt.

All employees, including directors, of ADG must immediately disclose to the Company Secretary or Chairman full details of any material information that comes to their attention. The Chairman will ensure that the continuous disclosure obligations of ASX are drawn to the attention of directors and senior management at least once every twelve months.

From time to time the Board will review ADG compliance with this document and will update as and when required.