Inside Information Responsibilities

Insider Dealing Provisions

It is a criminal offence for an individual who has inside information to deal in securities whose price would be likely to be significantly affected by that information if made public. It is also a criminal offence to disclose inside information other than in the proper performance of the functions of your employment or office, as well as to encourage others to deal.

“Inside information” is information of a precise nature, which has not been made public, which relates, directly or indirectly, to the Company (including its subsidiaries) or its securities or related financial instruments and which, if it were made public, would be likely to have a significant effect on the price or value of those securities or related financial instruments.

Information is likely to have a significant effect on price if it is information that a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

An individual guilty of insider dealing may be liable to a fine and/or to imprisonment.

Duty of Confidentiality

You are under a duty of confidentiality in respect of any confidential information you receive (whether about the Company or a third party) and you must not use or disclose such information without due authorisation.
The Company (or others) may take action against you if you breach this duty of confidence, including seeking an injunction to prevent the disclosure of any confidential information or damages for any losses suffered.

Market Abuse Provisions

The market abuse regime prohibits the following types of behaviour:

• Engaging, or attempting to engage, in insider dealing.
• Recommending that another person engage in insider dealing or inducing another person to engage in insider dealing.
• Unlawfully disclosing inside information.

Market manipulation and attempted market manipulation, which comprises the following activities:

• Entering into a transaction, placing an order to trade or any other behaviour which gives or is likely to give, false or misleading signals as to the supply or demand for, or price of, a financial instrument or secures, or is likely to secure, the price of one or several financial instruments at an abnormal or artificial level;
• Entering into a transaction, placing an order to trade or any other behaviour or activity which employs fictitious devices or any form of deception; and
• Disseminating information by any means which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, or is likely to secure the price of one or several financial instruments at an abnormal or artificial level, including the dissemination of rumours where the person who made the dissemination knew, or ought to have known, that the information was false or misleading.

Market abuse is not a criminal offence and therefore it is not punishable with imprisonment. However, FINRA may impose unlimited financial penalties, publicly censure a person and/or make an order to compensate or disgorge profits to affected persons. Injunctions to prevent market abuse (and to freeze assets) may also be available.

This is to inform you that you will be sent a notification by email when you are discharged as an insider.
If you are in any doubt as to the interpretation of inside information, please contact compliance@sch-advisors.com in the first instance.