Entire Section

  • Chapter 2 — Chapter 2 — Defences

    • 46. Reasonable inquiries and reasonable belief

      A person does not commit a contravention of Articles 38 or 39, if that person proves that he:

      (a) made all inquiries that were reasonable in the circumstances; and
      (b) after doing so, believed on reasonable grounds that the statement or omission was not misleading or deceptive.

    • 47. Reasonable reliance on information given by another person

      (1) A person does not commit a contravention of Articles 38 or 39, if the person proves that he placed reasonable reliance on information given to him by:
      (a) if the person is not a natural person, someone other than a member of the governing body, employee or agent of the person; or
      (b) if the person is a natural person, someone other than an employee or agent of the individual.
      (2) For the purposes of this Part, a person is not the agent of a person or a natural person because he performs a particular professional or advisory function for the person or natural person.

    • 48. Defences for market manipulation, insider dealing and providing inside information

      (1) A person shall not be found to have contravened Article 36 if the person establishes that the conduct or practice the person engaged in was in the performance of, and in accordance with, the price stabilisation requirements as prescribed in the Rules.
      (2) A person shall not be found to have contravened Article 42 if:
      (a) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules;
      (b) the dealing occurred in the legitimate performance of an underwriting agreement for the Investments or related investments in question;
      (c) the dealing occurred in the legitimate performance of its functions as a liquidator or receiver;
      (d) the dealing is undertaken solely in the course of the legitimate performance of his functions as a market maker;
      (e) the person executes an unsolicited client order in Investments or related investments while in possession of inside information without contravening Article 43 or otherwise advising or encouraging the client in relation to the transaction;
      (f) the dealing is undertaken legitimately and solely in the context of that person's public takeover bid for the purpose of gaining control of that Reporting Entity or proposing a merger with that Reporting Entity; or
      (g) the sole purpose of the Reporting Entity acquiring its own shares was to satisfy a legitimate reduction of share capital or to redeem securities in accordance with the Rules.
      (3) A person shall not be found to have contravened Article 43 if:
      (a) the person establishes that the information was disclosed by him in accordance with any requirement of the law or a court order; or
      (b) the person establishes that he reasonably believed that the inside information had been disclosed to the market in accordance with this Law or the Rules.

    • 49. Chinese wall arrangements

      A person does not contravene Article 42 by dealing in Investments or related investments if:

      (a) it had in operation at that time an effective information barrier which could reasonably be expected to ensure that the inside information was not communicated to the person or persons who made the decision to deal and that no advice with respect to the transaction or agreement was given to that person or any of those persons by an insider; and
      (b) the information was not communicated and no such advice was given.

    • 50. [Deleted]