5.2.1. Definition of Inside Information (general)

Inside information is information of a precise nature which:

• (a) has not been made public;
• (b) relates directly or indirectly, to one or more Issuers or to one or more Investments; and
• (c) would, if it were made public, be likely to have a significant effect on the prices of those Investments or on the price of related Investments.

Guidance: Inside Information An intermediate step in a protracted process will be Inside Information if, by itself, it satisfies the criteria of Inside Information.

5.2.2. Definition of Inside Information (execution of orders

For Persons charged with the execution of orders concerning Investments, Inside Information:

(a) has the meaning given in MAR 5.2.1 (Definition of Inside Information (general); and

(b) is information conveyed by a client and relating to the client’s pending orders in Investments which:

(i) is of a precise nature; and

(ii) relates directly or indirectly, to one or more Issuers or to one or more Investments; and

(iii) if it were made public, would be likely to have a significant effect on the prices of those Investments, the price of related spot commodity contracts, or on the price of related Investments.

5.2.3. Definition of Information of a ‘precise nature’

Information will be deemed to be of a precise nature if it:

(a) indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur; and

(b) is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the Investments or the related Investments.

Guidance:

Precise information In the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.

5.2.4. Definition of Information likely to have a ‘significant effect’

Information which, if it were made public, would be likely to have a significant effect on the prices of Investments means information which a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

5.2.5. Unlawful disclosure of Inside Information

Unlawful disclosure of Inside information occurs where:

• (a) a Person specified in MAR 5.2.6 possesses Inside Information and discloses that information to any other Person, except where the disclosure is made in the normal exercise of an employment, a profession or duties; or
• (b) a Person (‘A’) to whom a recommendation to engage in Insider Dealing is made or who is induced to engage in Insider Dealing, within the meaning of MAR 5.3.2, discloses the recommendation or inducement to another where A knows or ought to know that the recommendation or inducement was based on Inside Information.

5.2.6. Persons possessing Inside Information

MAR 5.2.5 (a) applies to:

• (a) any Person who possesses Inside Information as a result of:
• (i) being a member of the administrative, management or supervisory bodies of the Issuer; or
• (ii) having a holding in the capital of the Issuer; or
• (iii) having access to the information through the exercise of an employment, profession or duties; or
• (iv) being involved in criminal activities;
• (b) any Person who possesses Inside Information other than under the circumstances specified in (a) where that Person knows or ought to know that the information is Inside Information.