Company Securities (Insider Dealing) Act 1985

13 " Deal in securities "; " off-market dealer ", etc.

(1) For purposes of this Act, a person deals in securities if (whether as principal or agent) he buys or sells or agrees to buy or sell any securities ; and references to dealing in securities on a recognised stock exchange include dealing in securities through an investment exchange.

(2) " Investment exchange " means an organisation maintaining a system whereby an offer to deal in securities made by a subscriber to the organisation is communicated, without his identity being revealed, to other subscribers to the organisation, and whereby any acceptance of that offer by any of those other subscribers is recorded and confirmed.

(3) " Off-market dealer " means a person who—

(a) holds a licence under section 3 of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 (principals' and representatives' licences for dealers in securities), or

(b) is a member of a recognised stock exchange or recognised association of dealers in securities within the meaning of that Act, or

(c) is an exempted dealer within the meaning of that Act.

(4) An off-market dealer is taken—

(a) to deal in advertised securities, if he deals in such securities or acts as an intermediary in connection with deals made by other persons in such securities (references to such a dealer's officer, employee or agent dealing in such securities to be construed accordingly), and

(b) to make a market in any securities, if in the course of his business as an off-market dealer he holds himself out both to prospective buyers and to prospective sellers of those securities (other than particular buyers or sellers) as willing to deal in them otherwise than on a recognised stock exchange.

(5) For purposes of section 4, an individual is taken to deal through an off-market dealer if the latter is a party to the transaction, is an agent for either party to the transaction or is acting as an intermediary in connection with the transaction.