Section 149 — Companies Act 1993: Restrictions on share dealing by directors

149 Restrictions on share dealing by directors (1) If a director of a company has information in his or her capacity as a director or employee of the company or a related company, being information that would not otherwise be available to him or her, but which is information material to an assessment of the value of shares or other securities issued by the company or a related company, the director may acquire or dispose of those shares or securities only if,— (a) In the case of an acquisition, the consideration given for the acquisition is not less than the fair value of the shares or securities; or (b) In the case of a disposition, the consideration received for the disposition is not more than the fair value of the shares or securities. (2) For the purposes of subsection (1) of this section, the fair value of shares or securities is to be determined on the basis of all information known to the director or publicly available at the time. (3) Subsection (1) of this section does not apply in relation to a share or security that is acquired or disposed of by a director only as a nominee for the company or a related company. (4) Where a director acquires shares or securities in contravention of subsection (1)(a) of this section, the director is liable to the person from whom the shares or securities were acquired for the amount by which the fair value of the shares or securities exceeds the amount paid by the director. (5) Where a director disposes of shares or securities in contravention of subsection (1)(b) of this section, the director is liable to the person to whom the shares or securities were disposed of for the amount by which the consideration received by the director exceeds the fair value of the shares or securities. (6) Nothing in this section applies in relation to a company to which Part 1 of the Securities Markets Amendment Act 1988 applies. Subsection (6) was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44) by substituting the word “ Markets ” for the word “ Amendment ” .