1964_SECURITIES_ORDINANCE — Page 91

Securities

[1989 Ed.

(2) A corporation which enters into a transaction which is an insider dealing within section 141B(1)(a) is not culpable for the purposes of this Part if, although relevant information concerning the securities is in the possession of a director or employee of the corporation—

(a) the decision to enter into the transaction was taken on its behalf by a person other than that director or employee; and

(b) arrangements were then in existence for securing that the information was not communicated to that person and that no advice with respect to the transaction was given to him by a person in possession of the information; and

(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 141B(1)(a) 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 141H(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

(a) to the fact that such person of his own initiative disclosed the dealing to the Commission and, where the disclosure was made after the dealing took place, to the promptness with which the disclosure was made; or

(b) to the fact that such person did not of his own initiative disclose the dealing to the Commission 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 141B is a matter for the Tribunal to determine under section 141H(3).

141D. Definitions applicable to this Part

(1) For the purposes of this Part-

(Amended 10 of 1989 s. 65)

"related corporation" in relation to a corporation means a corporation which is deemed by section 4 to be related to it;

"relevant information" in relation to securities means information which is not generally available but, if it were, would be likely to bring about a material change in the price of those securities.