Dealing
The following is a non-exhaustive list of transactions which are Dealings for the purposes of this manual and the Dealing Code;
(A) the pledging or lending of Company Securities (although a pledge, or a similar security interest, of Company Securities in connection with the depositing of Company Securities in a custody account is not ‘Dealing’, unless and until such pledge or other security interest is designated to secure a specific credit facility);
(B) transactions in Company Securities carried out by persons professionally arranging or executing transactions or by another person on behalf of a Restricted Person, including where discretion is exercised;
(C) transactions in Company Securities made under a life insurance policy, where (i) the policyholder is a Restricted Person; (ii) the investment risk is borne by the policyholder; and (iii) the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions regarding specific instruments for that life insurance policy;
(D) an acquisition, disposal, short sale, subscription or exchange of Company Securities;
(E) the acceptance or exercise of an option over Company Securities, including of a share option granted as part of a remuneration package, and the disposal of shares stemming from the exercise of a share option;
(F) entering into or exercise of equity swaps related to Company Securities;
(G) transactions in or related to derivatives over Company Securities, including cash-settled transactions and phantom options;
(H) entering into a contract for difference on Company Securities;
(I) the acquisition, disposal or exercise of rights in relation to Company Securities, including put and call options and warrants;
(J) subscription to a share capital increase or debt instrument issuance of the Company;
(K) transactions in derivatives and financial instruments linked to a debt instrument of the Company including credit default swaps;
(L) conditional transactions relating to Company Securities. The completion of such transactions upon fulfilment of the conditions (provided no further action is required by the Restricted Person) does not constitute Dealing and therefore does not require clearance, but such completion would be a ‘Notifiable Transaction’ under Part B of the Dealing Code;
(M) the automatic or non-automatic conversion of a Company Security into another Company Security, including the exchange of convertible bonds to shares;*
(N) gifts and donations of Company Securities made or received, or an inheritance of Company Securities received;*
(O) transactions executed in index-related products, baskets and derivatives transacting in Company Securities;
(P) transactions executed in shares or units of investment funds which transact in Company Securities;
(Q) transactions in Company Securities executed by a manager of an investment fund in which a Restricted Person has invested;*
(R) transactions in Company Securities executed by a third party under an individual portfolio or asset management mandate on behalf or for the benefit of a Restricted Person; and
(S) borrowing or lending of Company Securities.
* Note: Certain transactions which fall within these paragraphs may not constitute ‘Dealing’ as they are passive transactions over which the relevant Restricted Person has no control (e.g. the receipt of a gift by a Restricted Person). Until further guidance is received, it would be prudent for the Company to take advice when deciding whether or not a particular passive transaction would constitute ‘Dealing’ for the purposes of this manual and the Dealing Code. Even if such transaction does not constitute ‘Dealing’, it would still be a ‘Notifiable Transaction’ under
Part B of the Dealing Code.
