Singapore legislation
Section 218
Section 218
Prohibited conduct by connected person in possession of inside information
(1)
Subject to this Division, where —
a person who is connected to a corporation possesses information concerning that corporation that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation; and
the connected person knows or ought reasonably to know that —
the information is not generally available; and
if it were generally available, it might have a material effect on the price or value of those securities or securities‑based derivatives contracts of that corporation,subsections (2), (3), (4), (5) and (6) apply.
(1A)
Subsections (2), (3), (4A), (5) and (6) apply if —
a person is connected to —
a corporation that is the trustee of, or manages or operates, a business trust; or
a corporation that is the trustee or manager of a collective investment scheme —
that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and
all or any units of which are listed on an approved exchange;
the connected person possesses —
where the person is connected to a corporation mentioned in paragraph (a)(i), any information concerning the corporation or business trust that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
where the person is connected to a corporation mentioned in paragraph (a)(ii), any information concerning the corporation or collective investment scheme that is not generally available but, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the scheme; and
the connected person knows or ought reasonably to know that —
the information is not generally available; and
if it were generally available, it might have a material effect on —
where the person is connected to a corporation mentioned in paragraph (a)(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
where the person is connected to a corporation mentioned in paragraph (a)(ii), the price or value of securities or securities‑based derivatives contracts of the corporation, or the price or value of CIS units in the collective investment scheme.
(2)
The connected person must not (whether as principal or agent) —
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell —
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or
procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell —
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A).
(3)
The connected person must not, directly or indirectly, communicate the information mentioned in subsection (1) or (1A), or cause the information to be communicated, to another person if the connected person knows, or ought reasonably to know, that the other person would or would be likely to —
subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell —
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A); or
procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell —
the securities or securities‑based derivatives contracts mentioned in subsection (1); or
the securities, securities‑based derivatives contracts or CIS units mentioned in subsection (1A).
(4)
In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation referred to in subsection (1), where the prosecution or plaintiff proves that the connected person was at the material time —
in possession of information concerning the corporation to which the person was connected; and
the information was not generally available,it is presumed, until the contrary is proved, that the connected person knew at the material time that —
the information was not generally available; and
if the information were generally available, it might have a material effect on the price or value of securities or securities‑based derivatives contracts of that corporation.
(4A)
In any proceedings for a contravention of subsection (2) or (3) against a person connected to a corporation mentioned in subsection (1A)(a)(i) or (ii), the presumption in subsection (4B) applies until the contrary is proved, if the prosecution or plaintiff proves that the connected person was at the material time —
in possession of information concerning the corporation, business trust or collective investment scheme, as the case may be; and
the information was not generally available.
(4B)
For the purpose of subsection (4A), the presumption is the connected person knew at the material time that —
the information was not generally available; and
if the information were generally available, it might have a material effect on —
where the person is connected to a corporation mentioned in subsection (1A)(a)(i), the price or value of securities or securities‑based derivatives contracts of the corporation or business trust; or
where the person is connected to a corporation mentioned in subsection (1A)(a)(ii), the price or value of the securities or securities‑based derivatives contracts of the corporation or the price or value of CIS units in the collective investment scheme.
(5)
In this Division —
“connected person” means a person referred to in subsection (1) or (1A) who is connected to a corporation; and
a person is connected to a corporation if —
the person is an officer of that corporation or of a related corporation;
the person is a substantial shareholder in that corporation or in a related corporation; or
the person occupies a position that may reasonably be expected to give the person access to information of a kind to which this section applies by virtue of —
any professional or business relationship existing between the person (or the person’s employer or a corporation of which the person is an officer) and that corporation or a related corporation; or
being an officer of a substantial shareholder in that corporation or in a related corporation.
(6)
In subsection (5), “officer”, in relation to a corporation, includes —
a director, secretary or employee of the corporation;
a receiver, or receiver and manager, of property of the corporation;
a judicial manager of the corporation;
a liquidator of the corporation; and
a trustee or other person administering a compromise or arrangement made between the corporation and another person.