Company Securities (Insider Dealing) Act 1985

Interpretation for ss. 1-8

9 " Connected with a company "

For purposes of this Act, an individual is connected with a company if, but only if—

(a) he is a director of that company or a related company, or

(b) he occupies a position as an officer (other than a director) or employee of that company or a related company or a position involving a professional or business relationship between himself (or his employer or a company of which he is a director) and the first company or a related company which in either case may reasonably be expected to give him access to information which, in relation to securities of either company, is unpublished price sensitive information, and which it would be reasonable to expect a person in his position not to disclose except for the proper performance of his functions.

10 " Unpublished price sensitive information "

Any reference in this Act to unpublished price sensitive information in relation to any securities of a company is a reference to information which—

(a) relates to specific matters relating or of concern (directly or indirectly) to that company, that is to say, is not of a general nature relating or of concern to that company, and

(b) is not generally known to those persons who are accustomed or would be likely to deal in those securities but which would if it were generally known to them be likely materially to affect the price of those securities.

11 "Company"; " related company "

In this Act—

(a) " company" means any company, whether or not a company within the meaning of the [1985 c. 6.] Companies Act 1985, and

(b) " related company ", in relation to a company, means any body corporate which is that company's subsidiary or holding company, or a subsidiary of that company's holding company.

12 " Securities ", etc.

In this Act—

(a) " securities " means listed securities and, in the case of a company within the meaning of the Companies Act 1985, or a company registered under Chapter II of Part XXII of that Act or an unregistered company, the following securities (whether or not listed), that is to say, any shares, any debentures, or any right to subscribe for, call for or make delivery of a share or debenture;

(b) " listed securities ", in relation to a company, means any securities of the company listed on a recognised stock exchange; and

(c) " advertised securities ", in relation to a particular occurrence, means listed securities or securities in respect of which, not more than 6 months before that occurrence, information indicating the prices at which persons have dealt or were willing to deal in those securities has been published for the purpose of facilitating deals in those securities.

13 " Deal in securities "; " off-market dealer ", etc.

(1) For purposes of this Act, a person deals in securities if (whether as principal or agent) he buys or sells or agrees to buy or sell any securities ; and references to dealing in securities on a recognised stock exchange include dealing in securities through an investment exchange.

(2) " Investment exchange " means an organisation maintaining a system whereby an offer to deal in securities made by a subscriber to the organisation is communicated, without his identity being revealed, to other subscribers to the organisation, and whereby any acceptance of that offer by any of those other subscribers is recorded and confirmed.

(3) " Off-market dealer " means a person who—

(a) holds a licence under section 3 of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 (principals' and representatives' licences for dealers in securities), or

(b) is a member of a recognised stock exchange or recognised association of dealers in securities within the meaning of that Act, or

(c) is an exempted dealer within the meaning of that Act.

(4) An off-market dealer is taken—

(a) to deal in advertised securities, if he deals in such securities or acts as an intermediary in connection with deals made by other persons in such securities (references to such a dealer's officer, employee or agent dealing in such securities to be construed accordingly), and

(b) to make a market in any securities, if in the course of his business as an off-market dealer he holds himself out both to prospective buyers and to prospective sellers of those securities (other than particular buyers or sellers) as willing to deal in them otherwise than on a recognised stock exchange.

(5) For purposes of section 4, an individual is taken to deal through an off-market dealer if the latter is a party to the transaction, is an agent for either party to the transaction or is acting as an intermediary in connection with the transaction.

14 " Take-over offer "

In this Act, " take-over offer for a company " means an offer made to all the holders (or all the holders other than the person making the offer and his nominees) of the shares in the company to acquire those shares or a specified proportion of them, or to all the holders (or all the holders other than the person making the offer and his nominees) of a particular class of those shares to acquire the shares of that class or a specified proportion of them.

15 Expressions used in s. 6

(1) For purposes of section 6, the following definitions apply—

(a) " international bond issue " means an issue of debentures of a company (" the issuing company ")—

(i) all of which are offered or to be offered by an off-market dealer to persons (whether principals or agents) whose ordinary business includes the buying or selling of debentures, and

(ii) where the debentures are denominated in sterling, not less than 50 per cent, in nominal value of the debentures are or are to be so offered to persons who have not the requisite connection with the United Kingdom;

(b) " issue date " means the date on which the first of those debentures is issued by the issuing company; and

(c) " issue manager " means—

(i) an off-market dealer acting as an agent of the issuing company for the purposes of an international bond issue, or

(ii) where the issuing company issues or proposes to issue the debentures to an off-market dealer under an arrangement in pursuance of which he is to sell them to other persons, that off-market dealer.

(2) The Secretary of State may by regulations in a statutory instrument provide—

(a) for permitting persons of any specified class to be treated as issue managers for purposes of subsection (1) or (2) (or both) of section 6,

(b) for permitting persons of any specified class to be treated as off-market dealers for those purposes,

(c) for permitting an issue of international securities of any specified class to be treated as an international bond issue for those purposes.

(3) The reference in subsection (1)(a)(ii) of this section to persons who have not the requisite connection with the United Kingdom is to persons who are neither—

(a) British citizens, British Dependent Territories citizens or British Overseas citizens, nor

(b) companies incorporated or otherwise formed under the law of any part of the United Kingdom.

(4) The reference in subsection (2)(c) to international securities is to any securities (whether listed, advertised or other) which are in any way connected with a country outside Great Britain for example—

(a) securities issued by a body incorporated or resident outside Great Britain, or

(b) securities which are denominated in a currency other than sterling, or dealt in by bodies incorporated or resident outside Great Britain or by individuals so resident.

16 General interpretation provisions

(1) In this Act—

• "Crown servant" means an individual who holds office under, or is employed by, the Crown ;

• " debenture " has the same meaning in relation to companies not incorporated under the [1985 c. 6.] Companies Act 1985 as it has in relation to companies so incorporated ;

• " recognised stock exchange " means any body of persons which is for the time being a recognised stock exchange for the purposes of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958;

• " share " has the same meaning in relation to companies not incorporated under the Companies Act 1985 as it has in relation to companies so incorporated;

• " statutory maximum " means—

  (a)

  in England and Wales, the prescribed sum within section 32 of the [1980 c. 43.] Magistrates' Courts Act 1980, and

  (b)

  in Scotland, the prescribed sum within section 289B of the [1975 c. 21.] Criminal Procedure (Scotland) Act 1975;

• "unregistered company" means any body corporate to which the provisions of the Companies Act 1985 specified in Schedule 22 to that Act apply by virtue of section 718 of that Act.

(2) Subject to sections 9 to 15 and this section, expressions used in this Act and the Companies Act 1985 have the same meaning in this Act as in that.

(3) The definitions in sections 11, 12(a) and (b), 13(2) and 14, and in subsection (1) above, apply except where the context otherwise requires.