SCHEDULES

Section 53(4).

SCHEDULE 1 Special defences

Market makers

1 (1) An individual is not guilty of insider dealing by virtue of dealing in securities or encouraging another person to deal if he shows that he acted in good faith in the course of—

(a) his business as a market maker, or

(b) his employment in the business of a market maker.

(2) A market maker is a person who—

(a) holds himself out at all normal times in compliance with the rules of a regulated market or an approved organisation as willing to acquire or dispose of securities; and

(b) is recognised as doing so under those rules.

(3) In this paragraph “approved organisation” means an international securities self-regulating organisation approved under paragraph 25B of Schedule 1 to the [1986 c. 60.] Financial Services Act 1986.

Market information

2 (1) An individual is not guilty of insider dealing by virtue of dealing in securities or encouraging another person to deal if he shows that—

(a) the information which he had as an insider was market information; and

(b) it was reasonable for an individual in his position to have acted as he did despite having that information as an insider at the time.

(2) In determining whether it is reasonable for an individual to do any act despite having market information at the time, there shall, in particular, be taken into account—

(a) the content of the information;

(b) the circumstances in which he first had the information and in what capacity; and

(c) the capacity in which he now acts.

3 An individual is not guilty of insider dealing by virtue of dealing in securities or encouraging another person to deal if he shows—

(a) that he acted—

(i) in connection with an acquisition or disposal which was under consideration or the subject of negotiation, or in the course of a series of such acquisitions or disposals; and

(ii) with a view to facilitating the accomplishment of the acquisition or disposal or the series of acquisitions or disposals; and

(b) that the information which he had as an insider was market information arising directly out of his involvement in the acquisition or disposal or series of acquisitions or disposals.

4 For the purposes of paragraphs 2 and 3 market information is information consisting of one or more of the following facts—

(a) that securities of a particular kind have been or are to be acquired or disposed of, or that their acquisition or disposal is under consideration or the subject of negotiation;

(b) that securities of a particular kind have not been or are not to be acquired or disposed of;

(c) the number of securities acquired or disposed of or to be acquired or disposed of or whose acquisition or disposal is under consideration or the subject of negotiation;

(d) the price (or range of prices) at which securities have been or are to be acquired or disposed of or the price (or range of prices) at which securities whose acquisition or disposal is under consideration or the subject of negotiation may be acquired or disposed of;

(e) the identity of the persons involved or likely to be involved in any capacity in an acquisition or disposal.

Price stabilisation

5 (1) An individual is not guilty of insider dealing by virtue of dealing in securities or encouraging another person to deal if he shows that he acted in conformity with the price stabilisation rules.

(2) In this paragraph “the price stabilisation rules” means rules which—

(a) are made under section 48 of the [1986 c. 60.] Financial Services Act 1986 (conduct of business rules); and

(b) make provision of a description mentioned in paragraph (i) of subsection (2) of that section (price stabilisation rules).

Section 54.

SCHEDULE 2 Securities

Shares

1 Shares and stock in the share capital of a company (“shares”).

Debt securities

2 Any instrument creating or acknowledging indebtedness which is issued by a company or public sector body, including, in particular, debentures, debenture stock, loan stock, bonds and certificates of deposit (“debt securities”).

Warrants

3 Any right (whether conferred by warrant or otherwise) to subscribe for shares or debt securities (“warrants”).

Depositary receipts

4 (1) The rights under any depositary receipt.

(2) For the purposes of sub-paragraph (1) a “depositary receipt” means a certificate or other record (whether or not in the form of a document)—

(a) which is issued by or on behalf of a person who holds any relevant securities of a particular issuer; and

(b) which acknowledges that another person is entitled to rights in relation to the relevant securities or relevant securities of the same kind.

(3) In sub-paragraph (2) “relevant securities” means shares, debt securities and warrants.

Options

5 Any option to acquire or dispose of any security falling within any other paragraph of this Schedule.

Futures

6 (1) Rights under a contract for the acquisition or disposal of relevant securities under which delivery is to be made at a future date and at a price agreed when the contract is made.

(2) In sub-paragraph (1)—

(a) the references to a future date and to a price agreed when the contract is made include references to a date and a price determined in accordance with terms of the contract; and

(b) “relevant securities” means any security falling within any other paragraph of this Schedule.

Contracts for differences

7 (1) Rights under a contract which does not provide for the delivery of securities but whose purpose or pretended purpose is to secure a profit or avoid a loss by reference to fluctuations in—

(a) a share index or other similar factor connected with relevant securities;

(b) the price of particular relevant securities; or

(c) the interest rate offered on money placed on deposit.

(2) In sub-paragraph (1) “relevant securities” means any security falling within any other paragraph of this Schedule.