Past version: Effective from 31 Mar 2017 to 06 Feb 2020
For the purposes of this Chapter, the following definitions apply:
(1) "approved exchange" means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to this Chapter.
(2) "entity at risk" means:
(a) the issuer;
(b) a subsidiary of the issuer that is not listed on the Exchange or an approved exchange; or
(c) an associated company of the issuer that is not listed on the Exchange or an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company.
(3) "financial assistance" includes:
(a) the lending or borrowing of money, the guaranteeing or providing security for a debt incurred or the indemnifying of a guarantor for guaranteeing or providing security; and
(b) the forgiving of a debt, the releasing of or neglect in enforcing an obligation of another, or the assuming of the obligations of another.
(4) "interested person" means:
(a) a director, chief executive officer, or controlling shareholder of the issuer; or
(b) an associate of any such director, chief executive officer, or controlling shareholder.
(5) "interested person transaction" means a transaction between an entity at risk and an interested person.
(6) "transaction" includes:
(a) the provision or receipt of financial assistance;
(b) the acquisition, disposal or leasing of assets;
(c) the provision or receipt of services;
(d) the issuance or subscription of securities;
(e) the granting of or being granted options; and
(f) the establishment of joint ventures or joint investments;
whether or not in the ordinary course of business, and whether or not entered into directly or indirectly (for example, through one or more interposed entities).
(7) “defence funding” means:
(a) The provision of a loan to a director or a chief executive officer of an entity at risk to meet expenditure incurred or to be incurred:
(i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by that person in relation to the entity at risk; or
(ii) in connection with an application for relief; or
(iii) defending himself in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust in relation to the entity at risk; or
(b) any action to enable such director or chief executive officer to avoid incurring such expenditure.
Amended on 31 March 201731 March 2017.