Clause 9

An officer, agent or employee of a corporation who in or in relation to a dealing in securities of the corporation by himself or any other person makes use to gain directly or indirectly an advantage for himself or any other person of specific confidential information acquired by virtue of his position as such officer, agent or employee which if generally known might reasonably be expected to affect materially the price of the subject-matter of the dealing on a stock exchange shall, in addition to any penalty imposed under subsection (8) of this section, be liable to a person for loss suffered by that person by reason of the payment by him or to him of a consideration in respect of the securities greater or lesser, as the case may be, than the consideration that would have been reasonable if the information had been generally known at the time of the dealing.(2) An officer, agent or employee of a corporation is not liable under subsection (1) of this section to a person for any loss suffered by that person if that person knew or ought reasonably to have known of the information referred to in subsection (1) of this section before entering into the transaction relating to the dealing in securities of the corporation.(3) An action for the recovery of the amount of a loss referred to in subsection (1) of this section shall not be commenced after the expiration of two years after the date of the completion of the dealing in securities in respect of which the loss was suffered.(4) In this section —“agent” includes a banker, solicitor, auditor, accountant or stockbroker of the corporation and any person who at any time within the preceding twelve months has been a banker, solicitor, auditor, accountant or stockbroker of the corporation;“corporation” includes a corporation that is related to a corporation under section 6;“dealing in securities in relation to a corporation” means a transaction relating to —

shares in, debentures of, or interests within the meaning of section 84 made available by the corporation or by a related corporation; or

rights or options in respect of the acquisition or disposal of such debentures or interests;“officer” includes a person who at any time within the preceding twelve months was a director of the corporation.(5) This section shall be extended to apply to an officer, agent or employee of a corporation who makes use to gain, directly or indirectly, an advantage for himself or any other person, of specific confidential information acquired by virtue of his position as such officer, agent or employee, regarding —

the possibility of a take-over offer or bid being made to another corporation by the corporation to which he belongs; or

the possibility of his corporation entering into a substantial commercial transaction with another corporation,to deal in the securities of that corporation in the expectation that, if this information becomes generally known, the price of the securities of that other corporation on a stock exchange might be materially affected.(6) A committee of a stock exchange which has been approved by the Minister pursuant to the provisions of any written law relating to the securities industry or any body, panel or council set up to advise the Minister on the securities industry may, and shall if so directed by the Minister, investigate any dealing in securities under this section and may in any such investigation summon any person to give evidence on oath or affirmation or produce any document or material necessary for the purpose of the investigation.(7) The Minister may, for the protection of investors, by regulation restrict dealings either directly or indirectly in the securities of a corporation by an officer, agent or employee of the corporation in certain specified circumstances or during certain periods of a financial year of a corporation when such officer, agent or employee is, or is likely to be, in possession of special confidential information acquired in his capacity as an officer, agent or employee of the corporation and which if generally known might reasonably be expected to affect materially the price of the securities of that corporation on a stock exchange.(8) An officer, agent or employee of a corporation who commits a breach of the provisions of this section shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding five years or to a fine not exceeding thirty thousand dollars or to both such imprisonment and fine.”.