Share Dealing Policy
1. Introduction
Ikeja Hotel Plc (“IHPLC” or “the Company”) is committed to maintaining the highest standards of corporate governance, transparency, and ethical conduct in relation to dealings in the Company’s securities.
This Share Dealing Policy establishes guidelines governing the buying, selling, or transfer of the Company’s securities by Directors, employees, insiders, connected persons, and other restricted persons.
The Policy is designed to:
- Prevent insider trading;
- Promote market integrity;
- Ensure compliance with applicable laws and regulations;
- Protect confidential and price-sensitive information.
2. Purpose of the Policy
This Policy seeks to:
- Regulate dealings in the Company’s securities;
- Prevent unlawful insider trading practices;
- Protect confidential information;
- Promote investor confidence and transparency;
- Ensure compliance with Securities and Exchange Commission (SEC) Rules, Nigerian Exchange (NGX) Regulations, and applicable laws.
3. Scope of the Policy
This Policy applies to:
- Directors
- Executive Management
- Employees
- Advisers
- Consultants
- Connected Persons
- Insiders
- Restricted Persons
and any other persons who may have access to confidential or price-sensitive information relating to IHPLC.
4. Authorization & Clearance to Deal
Restricted Persons and Connected Persons shall not deal in IHPLC securities without obtaining prior written authorization through the Company Secretary and approval by the Board of Directors.
Key provisions include:
- No dealing is permitted during prohibited or closed periods unless expressly authorized.
- Clearance requests must be responded to within five (5) business days.
- Approved transactions must be completed within two (2) business days after authorization.
- Fresh approval must be obtained where the transaction is not completed within the approved period.
No individual may authorize themselves to trade.
5. Closed Dealing Period
No Director, insider, person discharging managerial responsibility, adviser, or connected person shall deal in IHPLC securities during a Closed Period.
Closed periods include periods relating to:
- Annual financial results
- Quarterly and half-yearly results
- Dividend declarations
- Public offers or rights issues
- Mergers, acquisitions, or expansion plans
- Material litigation
- Major operational or strategic developments
- Any price-sensitive corporate information
The Company shall notify the Nigerian Exchange of the commencement of each Closed Period.
6. Notification Obligations
All Directors, insiders, and connected persons must notify the Company Secretary in writing of transactions involving IHPLC securities.
Additionally:
- Transactions must be disclosed at least two (2) business days before execution.
- Directors and insiders must notify the Securities and Exchange Commission (SEC) within forty-eight (48) hours after any purchase or sale of shares.
The Company shall maintain records of all such transactions.
7. Exceptional Circumstances
Restricted Persons may, under exceptional circumstances and subject to approval, be permitted to sell securities during a prohibited period where:
- Severe financial hardship exists; or
- Legal or regulatory obligations require such disposal.
Approval may only be granted where the individual is not in possession of inside information.
8. Confidentiality Obligations
The Company shall maintain strict confidentiality regarding all insider information and ensure access is limited only to individuals requiring such information for legitimate business purposes.
Employees, advisers, and connected persons are required to protect all confidential and price-sensitive information from unauthorized disclosure.
9. Exceptions
This Policy does not prohibit:
- Participation in employee share schemes;
- Bonus or rights issues;
- Dividend reinvestment plans;
- Conversion of securities;
- Equal access buy-backs;
- Investments managed independently by third parties.
However, disposal of securities acquired through employee schemes remains subject to the provisions of this Policy.
10. Record Keeping & Monitoring
The Company Secretary and Chief Executive Officer shall maintain an Insider List containing:
- Details of insiders and restricted persons;
- Nature of access to inside information;
- Dates of access;
- Compliance records;
- Any breaches of this Policy.
The Internal Audit Department shall oversee compliance monitoring activities.
11. Violations & Penalties
IHPLC maintains a zero-tolerance approach toward violations of this Policy.
Failure to comply may result in:
- Disciplinary action;
- Termination of employment or directorship;
- Civil liability;
- Criminal prosecution;
- Regulatory sanctions.
Insider trading constitutes a criminal offence under applicable Nigerian laws and regulations.
12. Amendments
This Policy may be amended, revised, or updated periodically in line with:
- Regulatory developments;
- Corporate governance requirements;
- Operational changes;
- Best practices.
Any amendments shall be communicated appropriately by the Company.
Share Dealing Approval Process
Required Forms
The following forms are required under the Share Dealing Policy:
Application to Deal
A formal request seeking authorization to trade in IHPLC securities.
Authorization to Deal
Formal written approval issued upon Board authorization.
Confirmation / Notification of Dealing
Post-transaction notification confirming completion of the approved dealing.
Compliance Notice
This Policy is intended to support compliance with:
- Securities and Exchange Commission (SEC) Rules;
- Nigerian Exchange (NGX) Regulations;
- Investments and Securities Act (ISA);
- Applicable corporate governance regulations.
Nothing in this Policy supersedes applicable laws or regulatory requirements.
Approved By
Approved by the Board of Directors of Ikeja Hotel Plc on 23 November 2020.
Chairman, Board of Directors
Company Secretary