Powerspeed Electrical – Disclosure Guidelines for Over The Counter Trading
Definitions
| Authorised Persons | means those persons authorised to communicate with the press and general public in terms of the Powerspeed Electrical Limited Disclosure Guideline. |
| Employees | means Powerspeed group employees |
| Material Information | Information is material if its disclosure is likely to have an impact on Powerspeed’s share price, or if reasonable investors would want to know the information before making an investment decision. In other words, information is material if it would alter significantly the total mix of information available regarding our shares |
| OTC Trading | means over-the-counter trading: trading of shares outside of a recognised stock exchange |
| Selective Disclosure | Selective disclosure is the disclosure of material, nonpublic information to any individual or group prior to the broad public dissemination of that information. It is against company practice to selectively disclose material, nonpublic information to people or groups outside of Powerspeed at any time, unless those people or groups are covered by confidentiality or non-disclosure agreements |
Fair Trading And Access To Information
Powerspeed commits to providing timely, transparent, consistent and credible information to our communities consistent with accepted investor relations practices.
This guideline prohibits Employees from discussing material, non-public company matters or developments with anyone outside Powerspeed (including family members, relatives or friends), except as permitted.
Powerspeed seeks to ensure our investor community has fair access to information and material nonpublic information is not disclosed in a selective manner. The Company will take steps to ensure that material and other sensitive information will be carefully handled in order to avoid Selective Disclosure.
In addition, to avoid Selective Disclosure, the Company will implement responsible publication of the release of Material Information.
Other objectives to our communications practices:-
- To provide a fair and transparent basis for informed trading in our shares for investors in our business
- To engage with our audiences responsibly so that they in turn, have more meaningful interactions with us and their communities in turn
- To learn and interact: we believe in the importance of open exchange-between Powerspeed and its stakeholders
Given the importance of the objectives above Powerspeed recognises the importance of creating and following these Disclosure Practices, which may change and evolve over time.
Definition Of Material Non-public Information
Material Nonpublic Information is information that has not been publicly released by the Company and which is material to the Company’s business.
Information is material if there is a reasonable likelihood that it would be considered important by an investor when making an investment decision about the Company.
If an Insider is in any doubt as to whether they are in possession of potentially material non-public information they are obliged to contact the Chief Executive Officer, who is responsible for clearance prior to trading in the Company’s Shares.
While it may be difficult under this guideline to determine whether particular non-public information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered potentially material. Examples of such information may include:
- Financial results
- Projections of future earnings or losses
- News of a pending or proposed merger or acquisition
- News of the disposal of a subsidiary
- Gain or loss of a substantial customer or supplier
- New product announcements of a significant nature
- Significant pricing changes
- Share splits
- New equity or debt offerings
- Significant litigation exposure due to actual or threatened litigation
- Major changes in senior management.
Either positive or negative information may be material.
Financial Information
The Company has implemented internal control procedures for assessment and attestation of financial and operational disclosures to govern OTC trading.
These processes include assessing the accuracy and completeness of annual reports and half yearly reports and news releases reporting corporate financial information and performance, and the process for public dissemination of information, the Company will decide when material developments justify public release.
Who This Guideline Covers
This guideline read with our Insider Trading Guideline covers Employees and board members of the company and its subsidiaries.
It covers disclosures in company documents, statements made in Powerspeed’s annual and half year reports, news and earnings releases, communication between Powerspeed and analysts, investors and the news media, senior management speeches and presentations and information contained on Powerspeed’s website, social media and intranet.
This guideline covers Employees and board members of the corporation and its subsidiaries and covers disclosures on the Company Website and, statements made in Powerspeed’s annual and half year reports, news and earnings releases, communication between Powerspeed and analysts, investors and the news media, senior management speeches and presentations and information contained on Powerspeed’s website, social media and intranet.
Authorized Officials
Those authorized by this guide to speak on behalf of Powerspeed are the Chairman and Chief Executive Officer.
When Powerspeed wishes to communicate publicly– it has well established means to do so through the Company Website.
Only those officially designated by Powerspeed have the authorization to speak on behalf of the company.
News Releases Following Material Developments
A news release will be issued on new material developments, unless the Company determines that such developments should remain confidential for the time being and appropriate control of that insider information is instituted along with ensuring that insider trading on such information is prohibited.
Any new Material Information that is to be intentionally discussed or presented in any meeting or conversation with the market will be preceded by the issuance of a broadly disseminated news release.
If new Material Information is unintentionally disclosed in such a meeting or discussion with a member or members of the investment community, Powerspeed will promptly (within 24 hours) issue a news release containing that information and will post that information on its Web site.
As a best practice Powerspeed will disclose all new Material Information in a news release first before discussing it in other forums. Powerspeed will, during trading hours issue a news release following an interaction in which any new Material Information was disclosed during the call (if a conference call was held).
Earnings Releases
The Company intends to release non-financial updates quarterly and report earnings for the half year and full year in accordance with following indicative calendar:-
- Year end: 30 September
- 1st Quarter Operational Update: Late February
- Year end abridged financial statements: End December
- Annual report release: Early February
- AGM: Early March
- Half year: 31 March
- Half year financial results publication: Early June
- 3rd Quarter Operational Update: Early August
From time to time Powerspeed may make open, publicly accessible conference calls to discuss half year financial results and other significant events that arise in the course of our business.
If this is the case, with regularly scheduled conference calls, Powerspeed will issue a news release at a reasonable period in advance announcing the date, time of the call and how to access the call.
In the event of a conference call or earnings release Powerspeed will use its investor email services to notify investors who have requested to be informed of upcoming conference calls or earnings events.
Where a conference call is not held and an earnings release or investor presentation is provided Powerspeed will accommodate questions from the press and retail investors through the channels available to Powerspeed and implement mechanisms to ensure efficient investor engagement.
Analyst And Investor Interaction
Powerspeed will not respond to analyst and investor inquiries in the form of phone conversations or one-on-one meetings.
Powerspeed will not disclose material, nonpublic information selectively.
The Knowledgebase is available for the submission of investor questions on a day to day basis.
These questions may be answered on the Company Website or accumulated and addressed in subsequent earnings releases.
Closed Or “Quiet” Period
Powerspeed will observe a quiet period commencing as soon as half year or year-end earnings are known and continuing until the earnings are publicly released.
Powerspeed has adopted the following wording to send to all staff at the point where the half year or year-end earnings are known:-
To: All Powerspeed Group Employees and Directors
Subject: Closed Period for Trading in Powerspeed Shares
Date: INSERT
Please be advised that with effect from the close of business on DATE, Powerspeed Electrical Limited is in a closed period. The closed period will end when group results for the half year ended DATE are announced to the public.
It is anticipated that this announcement will be in the THIRD week of MONTH and a notification of the end of the closed period will be made at the appropriate time.
In accordance with company guidelines employees and directors of the Powerspeed Group are prohibited from trading in Powerspeed shares during the closed period.
Earnings Guidance And Broker Recommendations
Powerspeed will not publish quantitative earnings releases or a reasonable range of earnings estimates or underlying assumptions for the fourthcoming year.
Powerspeed will not comment on an analyst’s estimate(s) or buy or sell recommendations in the public domain. Powerspeed may provide other forms of guidance that may aid analysts and investors in making their own estimates or in making an investment decision.
Such guidance may include:
- Qualitative statements about market & industry conditions;
- Trend information that may affect the businesses of Powerspeed;
- Industry-specific information;
- Qualitative statements about high-level measures such as capital expenditures, debt finance, revenues, customers, etc.;
- Estimates or forecasts of factors that may drive earnings but not all factors that might be in Powerspeed’s internal financial forecasts; and
- Qualitative information on business measures or assumptions.
Forecast Information
Powerspeed will not publicly announce forecast operating or financial information unless such information has been approved by the Board for a specific formal press release.
All senior management staff is specifically excluded from announcing any forward information on any of Powerspeed’s projects, businesses, clients unless explicitly approved for a specific purpose.
Powerspeed may provide information on significant new product developments and projected demand or market potential for its products (or services) on a half yearly and annual basis.
A forward-looking statement made in Powerspeed’s written or verbal disclosures will be accompanied with meaningful cautionary language that warns investors that there is a risk the statement could change materially.
Updates
The Company will periodically review and update this document, if needed.
Other Information
The following guides are available on the Company’s website.
Guide to OTC Trading
A Guide to OTC Trading and Investor Relations, downloadable from the Company Website, contains information on the process, costs and mechanisms of OTC Trading and other key investor relations information.
Insider Trading Guidelines
The Company has issued an Insider Trading Guidelines to govern employees’ access and dissemination of Material Non-Public information.
Corporate Communications
Shareholders and the general public are invited to register to receive corporate action announcements by way of email by registering on the Company’s investor relations website www.powerspeed.co.zw.
Download the .pdf version:
Powerspeed Electrical – Disclosure Guidelines for OTC Trading – 11 January 2021.pdf
