§ 218 Insert the following new clause:
§ "International bonds
§ .—(1) Section (Prohibition on stock exchange deals by insiders, etc.) above shall not by virtue of section (Off-market deals) above prohibit an individual from doing anything in relation to any debenture if—
§ (a) that thing is done by him in good faith in connection with an international bond issue—1139
§ (i) not later than three months after the issue date, or,
§ (ii) in a case where the international bond issue is not proceeded with, before the date on which it is decided not to proceed with the issue, and he is an issue manager for that issue or is an officer, employee or agent of an issue manager for that issue; or
§ (b) he is or was an issue manager for an international bond issue who is making a market in that debenture, or is an officer, employee or agent of such an issue manager, and that thing is done by him in good faith as a person making a market in that debenture or as an officer, employee or agent of such a person;
§ and in either case the unpublished price sensitive information by virtue of which section (Prohibition on stock exchange deals by insiders, etc.) would but for this section apply in relation to that thing is information which he holds by virtue of his being (or having been) such an issue manager or an officer, employee or agent of such an issue manager, and is information which it would be reasonable to expect him to have obtained as an issue manager, or as such an officer, employee or agent.
§ (2) In subsection (l) above—
§ "international bond issue" means an issue of debentures of a company (the "issuing company")—
- (a) all of which are offered or to be offered by an off-market dealer to persons (whether principals or agents) whose ordinary business includes the buying or selling of debentures, and
- (b) where the debentures are denominated in sterling, not less than 50 per cent. in nominal value of the debentures are so offered to persons who are neither citizens of the United Kingdom and Colonies nor companies incorporated or otherwise formed under the law of any part of the United Kingdom;
issue date" means the date on which the first of those debentures is issued by the issuing company; and
issue manager" means—
- (a) an off-market dealer acting as an agent of the issuing company for the purposes of an international bond issue; or
- (b) where the issuing company issues or proposes to issue the debentures to an off-market dealer under an arrangement in pursuance of which he is to sell the debentures to other persons, that off-market dealer."
§ 9.57 p.m.
§ Viscount TRENCHARD
My Lords, the noble Lord, Lord Mishcon, wishes to 1140 move amendment, No. 218A, so I will make no initial statement except to move that this House doth agree with the Commons in their Amendment No. 218.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Viscount Trenchard.)