(1) A person who is, or has during the six months immediately before a dealing in the securities of a body corporate been connected with that body corporate shall not deal in securities of that body corporate if by reason of the association that person is in possession of information that is not generally available but, if it were, might materially affect the price of diose securities.

(2) A person who is, or has during the six months immediately before a dealing in the securities of a body corporate been connected with that body corporate shall not deal in die securities of any other body corporate if by reason of being, or having been connected with the first-mentioned body corporate that person is in possession of information that

(a) is not generally available but, if it were, would be likely to affect materially the price of those securities; and

(b) relates to a transaction actual or expected involving both those bodies corporate or involving one of them and the securities of die other.

(3) Where a person in possession of information as provided in subsection (1) or (2), is not precluded by either of those subsections from dealing in those securities, that person shall not deal in those securities if

(a) that person has obtained the information directly from any other person and is aware, or ought reasonably to be aware of facts or circumstances by virtue of which that other person is precluded by subsection (1) or (2) fi-om dealing in those securities; or

(b) when the information was obtained, that person was associated with that other person or had with that person an arrangement for die communication of information of a kind to which those subsections apply with a view to dealing in securities by that person or with that other person.

(4) A person shall not when precluded by subsection (1), (2) or (3) from dealing in securities

(a) cause or procure any other person to deal in those security or

(b) communicate that information to any other person if

(i) trading in those securities is permitted on a stock exchange whether within or outside the country; and

(ii) that person knows, or ought reasonably to know, that that other person will make use of die information for the purpose of dealing or causing or procuring another person to deal in diose securities.

(5) Without limiting subsection (3) but subject to subsections (6) and (7), a body corporate shall not deal in securities where an officer of that body corporate is precluded by subsection (1), (2) or (3) from dealing in Arose securities.

(6) A body corporate is not precluded by subsection (5) from entering into a transaction by reason only of information in Are possession of an officer of that body corporate if

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

(b) it had in operation at that time arrangements to ensure that the information was not communicated to any person and that an advice in respect of the transaction was given to that person by a person in possession of the information; and

(c) the information was not communicated and the advice was not so given.

(7) A body corporate is not precluded by subsection (5) from dealing in securities of any other body corporate by reason only of information in possession of its officer which was obtained by the officer in the course of duties as its officer but relates to proposed dealings by the first-mentioned body corporate in securities of the other body corporate.

(8) For the purposes of this section, a person is connected with a body corporate if, being an individual, that person

(a) is an officer of that body corporate or of a related body corporate;

(b) is a substantial shareholder in that body corporate or a related body corporate; or

(c) occupies a position that may reasonably be expected to give that person access to information of a kind which subsections (1) and (2) apply by virtue of

(i) a professional or business relationship existing between that person or the employer of that person or a body corporate of which that person is an officer and that body corporate or a related body corporate; or

(ii) that person being an officer of a substantial shareholder in that body corporate or in a related body corporate.

(9) This section does not preclude die holder of the licence of a broker-dealer from dealing in securities or rights or interests in securities of a body corporate, where the securities, rights or interests are permitted by a stock exchange to be traded on die stock exchange, if

(a) the holder of the licence enters into the transaction concerned as an agent for any other person in accordance with a specific instruction to effect that transaction;

(b) the holder of the licence has not given an advice to the other person in relation to dealing in securities, or rights or interests in securities, of that body corporate that are included in the same class as die first-mentioned securities; and

(c) the other person is not associated with the holder of the licence.

(10) Where prosecution is instituted against a person for entering into a transaction whilst in possession of certain information contrary to this section, it is a defence if the person satisfies the Court that the other party to the transaction knew, or ought reasonably to have known, of the information before entering into the transaction.

(11) For the purposes of subsection (7), “officer”, in relation to a body corporate, includes

(a) a director, secretary, executive officer or employee of the body corporate;

(b) a receiver or receiver and manager of property of the body corporate;

(c) an official manager or a deputy official manager of that body corporate;

(d) a liquidator of that body corporate; and

(e) a trustee or other person administering a composition or arrangement made between that body corporate and any other person.