Laws
Securities Markets Order, 2013
s 75

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Contents

Securities Markets Order, 2013

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IPreliminary

1Citation
2Interpretation
3Controlling interest over regulated persons
4Acquiring control
5Increasing control
6Reducing control
7Acquiring or increasing control notification procedure
8Duty of Authority in relation to notice of control
9Approval of acquisition of control
10Conditions attached to approval
11{1)
12Objection to existing control
13(1) If the Authority proposes to give a decision notice of objection to a person under section 12, it must give him a warning notice.
14Improperly acquired shares
15!1) If a step which a controller of a regulated person proposes to take would result in his -
16
17In this Part 1248
6thAUGUST! 2013 (a} "parent undertaking" includes an individual who would be a parent undertaking for the purposes of this Order, if he were t...
18
19Controller
20

Part II

21
22General prohibition
23(1)
24Discharge of functions
2511)
26Conduct of investment business regulations
27Modification of conduct of investment business regulations
28Enforcement
29(1)
30(1)
31The Authority must maintain satisfactory arrangements for - (a} recording decisions made in the exercise of its functions; and {b) the safe...
32Financial penalties
33Fees
34Exemption from liability
35Power of Authority to issue prohibition order
36Variation or revocation of prohibition order
37
38Application for approval to exercise controlled function
39Misconduct
40Publication
41Statement of policy
42Investigation: power to call for information
43Investigation powers
44Exercise of investigation powers by officer
45Powers of entry
46Failure to comply with investigation powers
47Confidential information
48Restrictions on disclosure of information under section 47 shall not preclude disclosure of the following - 1279 {a} with a view to the ins...
49Co-operation
50Investigations in support of foreign regulatory authority

IIIMarket Operators and Market Infrastructure

51Regulated market
52General requirements for market operators
53Application for licence to operate securities exchange
54Application for licence to operate clearing house
55Supplemental information requirements
56{1)
57General requirements for operator of licensed securities exchange and licensed clearing house
58Admission of securities to trading by operator of licensed securities exchange or licensed clearing house
59General requirements as to outsourcing
60Supervision and notification requirements
61Modification of Authority's regulations
62PJ
63Recognition of foreign securities exchanges or foreign clearing houses
64Reporting requirements for operators of recognised securities exchanges or recognised clearing houses
65Designation of operators of foreign securities exchanges or foreign clearing houses
66Power to give directions in case of non-compliance
67Revocation of licence, recognition or designation
68Directions and revocation procedure
69Investigation of relevant complaints about operator of licensed, recognised or designated securities exchange or licensed, recognised or de...
70[1)
71Application for licence to operate trading facility
72Supplemental information requirements
73
74
75General requirement as to outsourcing
76Supervision and notification requirements
77Modification of Authority's regulations for trading facility
78
79Recognition of operator of foreign trading facility
80Reporting requirements for recognised trading facility
81Designation of operator of foreign trading facility
82
83Revocation of licence, recognition or designation
84Directions and revocation procedure
85Complaints arrangements
86General requirements for credit rating agency
87General requirements for licensing of credit rating agency
88Supplemental information requirements
89
90Ill The Authority shall require the person who effectively direct the business and the operations of a credit rating agency to be of suffic...
91Regulations for operator of credit rating agency
92Recognition of operator of foreign credit rating agency
93Reporting requirements for recognised credit rating agency
94Designation of operator of foreign credit rating agency
95Power to give directions in case of non-compliance
96!1)
97Directions and revocation procedure
98Complaints arrangements

IVSelf-Regulating Organisations

99Self-regulating organisation
100Application for recognition
101[1)
102(1) Any person may apply for recognition as a self-regulating organisation in respect of the provision of central securities depository ser...
103Any securities or other property held by a central securities depository for one of its members including securities that are in dematerial...
104(1) The Authority may require that a central securities depository may hold securities only in dematerialised form or may permit a central...
105Indemnity insurance
106Establishment of default fund
107Nominee accounts regulations
108Grant of recognition to self-regulating organisation
109(1) The Authority shall require the person who effectively direct the business and the operations of the self-regulating organisation to be...
110{1)
111Revocation of recognition

112Directions
6thAUGUST 1 2013 (2} If on any such application the Court decides that the recognition requirement in question is not satisfied or that the se...
113Notification requirements
114Complaints arrangements
115Interpretation
116Public offering registration requirement
117Exempt securities and transactions
118General duty of disclosure in registration statement
119Debentures
120In addition to the information to be provided in accordance with section 118, a registration statement for the sale of certificates represe...
121Written consent requirement for certain statements
122(1) The registration statement shall become effective on the 40th day after receipt of the registration statement meeting the requirements...
123(1}
124(1) If, at any time, the information contained in the filed registration statement is or has become misleading, incorrect, inadequate or in...

XPart X.

125Offering proceeds held in trust in separate bank account
126{ 1)
127Regulations for shelf registration and form of shelf prospectus
128Misleading statements and practices in relation to prospectuses
129Failure to comply with content or requirement of prospectus
130Damages for false or misleading statements in prospectus
6thAUGUST1 2013 ----------------------------------~--------------- {a} the issuer and each director of the issuer at the time of the issue of...
131Due diligence defence

VIPublic Company Statements and Reporting Requirements

132Initial statements by public company
133(1)
134(1) Every listed company and publicly tradable company shall disclose in a prescribed timely manner to the public an annual report which sh...
135[1)
136(1) A company shall respond promptly and in no circumstances shall exceed 24 hours upon being informed by the Authority or a securities exc...
137(1) Where- (a} it appears to the Authority that there are circumstances suggesting that the business of a listed company or a publicly trad...
138{1}
139Where it appears to the Authority that 1343
140(1) A person who becomes a director of a listed company or a publicly tradable company and at the time when he does so is interested in the...
141(1) Every listed company or a publicly tradable company shall keep a register of directors' interests in a form approved by the Authority.
142Notification to Authority and securities exchange of directors' interests
143Duty of substantial shareholder to disclose shareholding
144Subsequent disclosures by substantial shareholders
145Register of substantial shareholders
146Substantial shareholders notification requirement
147Internal record keeping and accounting controls requirement
148Required reports by certain holders of equity securities
149Proxy solicitations
150Right of shareholder's action to recover certain trading profits
151Publicly tradable company requirements to minority shareholders
152Tender offer
153Requirements for tender offer statement
154Prohibited activity during tender offer
155Authority's tender offer regulations

VIICapital Markets Services Licence and Representative'S Licence

156Application of general prohibition to this Part
157Application for capital markets services licence or representative's licence
158Requirements for capital markets services representative's licence
159i 1) The following persons shall be exempted in respect of the following regulated activities from the requirement to hold a capital market...
160Grant or renewal of capital markets services licence or representative's licence
161(1)
162(1) The Authority may, by notice in writing, direct the holder of a capital markets services licence or representative, s licence to do or...
163(1) The Authority may, on the application of- 1357
164Power to give directions and suspend licence
165Revocation of capital markets services licence or representative's licence

6thAUGUST/ 2013 {5) A revocation order may contain such transitional provisions as the Authority thinks necessary or expedient.
166Directions and revocation procedure
167Complaints arrangements
168False statements regarding licence application
169Effect of revocation, suspension or expiration of licence
170Notification of change of holder of capital markets services licence's business activity
171Public register of holders of capital markets services licences
172Publication of names and addresses
173Appeal to Panel

VIIIBooks, Audit and Client'S Assets

174Maintaining books and records and furnishing returns
175Appointment of auditor
176Required audited reports
177Responsibilities of auditor in certain situations
178Additional powers of Authority with respect to auditors
179Power of Authority to appoint independent auditor
180Powers of independent auditor appointed by Authority
181Communications restrictions for auditors and employees
182Destroying, concealing etc of books, accounts etc.
183Rights of securities exchange to impose obligations
184Defamation
185Certain representations prohibited
186Clients' recommendations by holder of capital markets services licence
187Liability
188Priority given to client's order
189Dealings by certain employees
190Additional disclosure obligations on holder of capital markets services licence
191{1) Where-
192(1) A holder of a capital markets services licence shall, to the extent that he receives money or other assets from or on account of a clie...
193All money or other assets received from or on account of clients or deposited in the manner prescribed under section l92(1){b) - {a) shall...
194Safekeeping of client's money and other assets
195\1)
196(1)
197Nothing in this Part shall be construed as taking away or affecting any lawful claim or lien which any holder of a capital markets services...
198Right to copy book entries and inspection of contract notes
199{1}
200Indemnity insurance
201Liability to clients for activities
202Reporting requirement

Part IX

203(1) In this Part, "collective investment scheme" means any investment arrangements with respect to assets of any description, including mon...
204Any person who establishes, manages or operates any form of collective investment scheme without a licence is in contravention of section 2...
205(11
206The following arrangements do not constitute a collective investment scheme-
207Interpretation
208(1)
209(1)
210(1) Where on an application for a collective investment scheme licence, the Authority {a} is satisfied that the collective investment schem...
211Time limits for determination of collective investment scheme licence
212(1) If the Authority proposes to refuse an application for a licence, it must give each of the applicant a warning notice.
213(1) The Authority may make regulations (collective investment scheme regulations) as to-
214Scheme particulars regulations
215If it appears to the Authority that an auditor has failed to comply with a duty imposed on him by any regulations in relation to collective...
216(1) In this section, "regulations" means any regulations made by the Authority under this Part in relation to collective investment schemes.
217(1) If a licensed collective investment scheme proposes to alter its constitution or to replace its operator or custo~ian, it must give a n...
218Refusal of proposed changes to collective investment scheme
219Exclusion clauses
220Revocation of collective investment scheme licence
221(1) If the Authority proposes to make an order revoking a collective investment scheme licence, it must give separate warning notices to th...
222(1) A collective investment scheme licence may be revoked by an order made by the Authority at the request of the operator or the custodian...
223Recognised collective investment scheme
224The Authority may make regulations imposing duties or liabilities on the operator and the custodian of a collective investment scheme recog...
225The Authority may direct that a collective investment scheme is to cease to be recognised or revoke a recognition order under section 223 i...
226Procedure for refusal of recognition
227Powers of intervention for collective investment scheme
228Application to Court
229Procedure for directions

XIntervention Powers of Authority

230Scope of powers of Authority
231Employment of prohibited persons
232Public statement of misconduct
233Restriction of business
234Restriction on dealing with assets
235Vesting of assets in third party
236Maintenance of assets
237Injunction
238Liquidation orders
239Notices
240Recession and variation of notices
241Market abuse
6thAUGUST1 2013 is guilty of an offence and liable on conviction to a fine not exceeding $10,000,000, imprisonment for a term not exceeding 10...
242Application of insider dealing
243Insider dealing
244Insider information
245Insiders
24611)
247(1) Insider dealing does not apply to anything done by an individual acting on behalf of a public body in pursuit of monetary policies or p...
248Companies disclosure responsibilities of insider information
249Responsibility to maintain list of persons
250Any person who knowingly or recklessly furnishes an auditor appointed under this Order with information which the auditor is entitled to re...
251Claiming falsely to be licensed and misleading statements

XIComplaints Committee and Investor Compensation Scheme

252Complaints committee
253Investor Compensation Scheme

XIIFinancial Markets Services Panel

254Panel

XIIIGeneral

255Licence fees
256Fees collected to be paid into funds of Authority
257Notification of changes and events
258Copy of entry in the regulated person's record as prima facie evidence of such entry
259Criminal jurisdiction of Intermediate Court
260Offences by bodies corporate etc.
261General penalty
262Abetment of offences
263Attempts
264Conspiracy
265Compounding of offences
266Convicted persons liable to pay compensation
267Prosecution of offences
268Power to make regulations
269Tax and filing exemptions
270Subject to this section, the Securities Order, 2001 and the Mutual
271(1) Any subsidiary legislation, declaration or appointment made and any thing done under the repealed Orders and in force immediately prior...
1Shares and stock in the share capital of a public company -
2"Debenture" includes debenture securities, bonds, notes and any other evidence of indebtedness of a company for borrowed moneys, whether or...
3Loan stock, bonds and other instruments creating or acknowledging indebtedness issued by or on behalf of the government, local authority or...
4
5Certificates or other instruments which confer contractual or property rights-
6Shares in or securities in a collective investment scheme, including shares in or securities of an investment company scheme and any right...
7Options to acquire or dispose of-
8Rights under a contract for the sale of a commodity or pr~perty of any other description under which delivery is to be made at a future dat...
9Rights-
10Rights under a contract the effecting and carrying out of which constitutes investment-linked insurance business within the meaning of the...
11Any rights or interest in anything which is an investment falling within any other paragraph of this Part of this Schedule. Notes: (1) Thi...
12Buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as an agent. Notes: (...
13Making, or offering or agreeing to make arrangements -
14[1)
15Managing, or offering or agreeing to manage, assets belonging to another person where
16Giving, or offering or agreeing to give, advice to persons on the merits of buying, selling, subscribing for or underwriting an investment...
17Establishing, operating or winding up a collective investment scheme, including, acting as a trustee of a unit trust scheme, and an operato...
18

Securities Markets Order, 2013 · As enacted

75. General requirement as to outsourcing

No plain-English summary for s 75 yet. See the rest of this law

Official textFrom Attorney General's Chambers, unchanged

An operator of a licensed trading facility shall ensure that any outsourcing of important operational functions shall not be undertaken in such a way as to impair materially the quality of his internal control and the ability of the

operator

Defined · s 207

"operator", of a collective investment' scheme, which is an investment company, means- {a) the licensed corporate director of that company which is the management company; {b) in relation to a unit trust, the management company; and {c) in relation to a partnership, the general partner.

Open s 207

Authority to supervise his compliance with his obligations under this Order, or any principles, regulations and codes made thereunder.

Terms defined in s 207

operator
Defined · s 207
"operator", of a collective investment' scheme, which is an investment company, means- {a) the licensed corporate director of that company which is the management company; {b) in relation to a unit trust, the management company; and {c) in relation to a partnership, the general partner.
Open s 207

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Part IV

Self-Regulating Organisations

Read on from Part IV

Part X

Part X.

Read on from Part X

Part VI

Public Company Statements and Reporting Requirements

Read on from Part VI

Part VII

Capital Markets Services Licence and Representative'S Licence

Read on from Part VII

Part VIII

Books, Audit and Client'S Assets

Part IX

Read on from Part IX

Part X

Intervention Powers of Authority

Read on from Part X

Part XI

Complaints Committee and Investor Compensation Scheme

Read on from Part XI

Part XII

Financial Markets Services Panel

Read on from Part XII

Part XIII

General

Read on from Part XIII

Details

Securities Markets Order, 2013 · s 75

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Where this comes from

Attorney General's Chambers · Securities Markets Order, 2013, As enacted. Reader record updated on 2 Oct 2026.

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