Brðaktions arable to unds Part.
Defaldon
of person
connected with a corporation.
(c) the information was not in fact so communicated
and advice was not in fact so given.
(3) A person who enters into a transaction which is an insider dealing within section 1418/1)@) may be held not culpable for the purposes of this Part if his purpose is not, or is not primarily, the making of a profit or the avoiding of a loss (whether for himself or another) by the use of relevant information.
(4) A person who, as agent for another, enters into a transaction which is an insider dealing within section 141B(1)(a) may be held not culpable for the purposes of this Part if he did not select or "advise on the selection of the securities to which the transaction relates.
(5) In arriving at its determination under section 14)H(3) as to the culpability of a person in relation to an insider dealing within section 141B, the Tribunal shall have regard. as the case may be-
(w) to the fact that such person of his own initiative disclosed the dealing to the Commissioner and, where the disclosure was made after the dealing took place, to the promptness with which the dis closure was made; or
(6) to the fact that such person did not of his own initiative disclose the dealing to the Commissioner and to the reasonableness of any explanation offered by such person for the fact that the dealing Was not so disclosed.
(6) Subject to this section, the culpability of any person in relation to an insider dealing within section 1410 is a matter for the Tribunal to determina under section 14)H()).
1410, (10) For the purposes of this Part-
"related corporation" in relation to a corporation means a corporation which is deemed by section 4 lo be related to it:
"relevant information" in relation to securities means in- formation which is not generally available but, if it were, would be likely to bring about a material chunge in the price of those securities.”
(2) Without limiting the meaning of the phrase "dealing in relation to securities" in section 1418(1) and notwith- standing sections 2 and 3, a person deals in securities for the purposes of this Part if (whether as principal or agent) he buys, sells, exchanges or subscribes for, or agrees to buy, sell, exchange or subscribe for, arry securities or acquires of disposes of, or agrees to acquire or dispose of, the right ta buy, sell, exchange or subscribe for, any securities.
1416. (1) A person is connected with a corporation for the purposes of section 1418 if, being an individual......
(a) be is a director or employee of that corporation or
a related corporation; or
(6) he is a substantial shareholder in the corporation
or a related corporation; or
(c) be occupies a position which may reasonably be expected to give him access to rélevant informa-
Pussin
of relevant laformadon
by public pilfloen.
5
tion concerning the securities of the corporation by virtue of-
(1) any professional or business relationship existing between himself for his employer or corporation of which he is a director or a firm of which he is a partner) and that corporation, a related corporation or a substantial shareholder in either of such corporations; or
(0) his being a director, employee or partner of a substantial shareholder in the corporation or a related corporation; or
(d) he has access to relevant information concerning the securities of the corporation by virtue of his being connceled (within the meaning in paragraph (a), (b) or (c)) with another corporation being information which relates to any transaction_factual or expected) involving both those corporations or involving one of them and the securities of the other; or
(e) he was at any time within the 6 months preceding any dealing in relation to securities within the meaning of section 1418(1) a person connected with the corporation within the meaning in paragraph (a), (b), (c) or (d),
(2) A corporation is a person connected with a corpora- tion for the purposes of section 1418 so long as any of its directors or employees is a person connected with that other corporation within the meaning in subsection (1).
(3) In subsection (1) “substantial shareholder" in rela- tion to a corporation means a person who has an interest in securitics comprised in the equity share capital of that corporation being securities which-
(2) have a nominal value equal to more than 10 per
cent of that share capital; or
(6) entitle the holder to exercise or control the exercise of more than 10 per cent of the voting power at any general meeting of that corporation."
14(F. (1) A public officer who in his capacity as such obtains relevant information concerning the securities of a corporation shall be deemed to be a person connected with that corporation for the purposes of section 1418.
(2) In subsection (1) "public officer" means a member or employes, whether temporary or permaneal or paid or unpaid, of any of the following—
(a) the Government;
(b) the Executive Council;
(c) the Legislative Council;
(d) the Urban Council;
(e) any board, commission, committee or other body appointed by or on behalf of the Governor or the Governor in Council; and
(any body corporate that is an organ or agency of
the Crown.
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