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DRAFT
LISTED COMPANIES (PROHIBITION OF INSIDERS TRADING) REGULATIONS, 2000
S.R.O. (I)/99.- In exercise of the powers conferred by sub-section (1) of section 40 of the Securities and Exchange Commission of Pakistan Act, 1997 and as required by sub-section (2) of the said section, the draft Regulations are hereby published for eliciting public opinion. All the persons who are likely to be affected, directly or indirectly, by these Regulations may furnish their comments within 60 days from the date of the publication of these draft Regulations for consideration of the Securities and Exchange Commission of Pakistan.
CHAPTER I
PRELIMINARY
Short title and commencement:
1. (1) These regulations may be called the Listed Companies (Prohibition of Insiders Trading) Regulations, 2000.
(2) These regulations shall come into force at once.
Definitions:
2. In these regulations, unless the context otherwise requires;-
(a) "Act" means the Securities and Exchange Commission of Pakistan Act, 1997;
(b) "Company" means a company as defined in clause (9) of section 2 of the Companies Ordinance, 1984;
(c) "Commission" means the Securities and Exchange Commission of Pakistan;
(d) "connected person" means any person who-
(i) is a director, as defined in clause (13) of section 2 of the Companies Ordinance, 1984; or
(ii) occupies the position as an officer or an employee of the company or holds a position involving a professional or business relationship between himself and the company and who may reasonably be expected to have an access to unpublished price sensitive information in relation to that company;
(e) "dealing in securities" means an act of buying, selling or agreeing to buy, sell or deal in any securities by any person either as principal or agent;
(f) "insider" means any person who, is or was connected with the company or is deemed to have been connected with the company, and who is reasonably expected to have access, by virtue of such connection, to unpublished price sensitive information in respect of securities of the company, or who has received or has had access to such unpublished price sensitive information;
(g) "Listed" in relation to securities, means securities which have been allowed to be traded on a stock exchange.
(h) "Officer" means person as defined in clause (24) of section 2 of the Companies Ordinance, 1984 and includes an auditor of the company;
(i) "Ordinance" means the Securities and Exchange Ordinance, 1969;
(j) "person is deemed to be a connected person" if such person-
(i) is a company under the same management or group or any subsidiary company;
(ii) is an official or a member of a stock exchange or of a clearing house of that stock exchange, or any employee of such member of a stock exchange;
(iii) is an investment bank, share transfer agent, registrar to an issue, Trustee of Term Finance Certificates, Investment Advisor, Investment Company (closed end mutual fund) or an employee thereof, or, is a member of the Board of Directors of an investment company or a member of the Board of Directors of the Asset Management Company of an Investment Scheme (open-end mutual funds or is an employee thereof who have a fiduciary relationship with the company;
(iv) is a member of the Board of Directors, or an employee, of a financial institution as defined in Section 15 of the Companies Ordinance, 1984;
(v) is an official or an employee of a self regulatory organisation recognized by the Commission;
(vi) is a relative of any of the aforementioned persons;
(vii) is a banker of the company;
(k) "stock exchange" means a stock exchange which is registered with the Commission under section 4 of Securities and Exchange Ordinance, 1969;
(l) "unpublished price sensitive information" in relation to a listed security means any information which relates to the following matters or is of concern, directly or indirectly, to a company, and is not generally known or published by such company for general information, but which if published or known, is likely to materially affect the price of securities of that company in the market -
(i) financial results (both half-yearly and annual) of the company;
(ii) intended declaration of dividends (both interim and final);
(iii) issue of shares by way of rights, bonus, etc.;
(iv) any major expansion plans or execution of new projects;
(v) amalgamation, mergers and take-overs;
(vi) disposal of the whole or substantially the whole of the undertaking;
(vii) such other information as may affect the earnings of the company;
(viii) any changes in policies, plans or operations of the company;
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