12Disclosure to Commission

##### 12 Disclosure to Commission (1) The Commission may require a dealer to disclose to the Commission, in relation to any acquisition or disposal of securities, the name of the person from or through whom or on whose behalf the securities were acquired or to or through whom or on whose behalf the securities were disposed of and the nature of the instructions given to the dealer in respect of the acquisition or disposal. (2) The Commission may require a person who has acquired or disposed of securities to disclose to the Commission whether he acquired or disposed of those securities, as the case may be, as trustee for, or for or on behalf of, another person and, if he acquired or disposed of those securities as trustee for, or for or on behalf of, another person, to disclose the name of that other person and the nature of any instructions given to the first‑mentioned person in respect of the acquisition or disposal. (3) The Commission may require a securities exchange to disclose to the Commission, in relation to an acquisition or disposal of securities on the stock market of that securities exchange, the names of the members of that securities exchange who acted in the acquisition or disposal. (3A) Where the Commission considers: (a) that it may be necessary to prohibit trading in securities of, or made available by, a body corporate; (b) that a person may have contravened section 123, 124, 125, 126, 127, 128 or 132 in relation to securities of, or made available by, a body corporate; (c) that a person may have contravened a provision of Division 4 of Part IV of the Companies Act 1981 in relation to shares in a body corporate; (d) that an acquisition of shares in a body corporate may have occurred in circumstances of a kind referred to in subsection 60(1) of the Companies (Acquisition of Shares) Act 1980; or (e) that a person may have engaged in conduct that has had a result of a kind referred to in subsection 60(3) of the Companies (Acquisition of Shares) Act 1980; the Commission: (f) may require: (i) in a case to which paragraph (a), (b), (c) or (d) applies—a director, secretary or executive officer of the body corporate referred to in that paragraph; or (ii) in a case to which paragraph (e) applies—a director, secretary or executive officer of a body corporate in relation to shares in which, or affairs of which, that conduct was engaged in; to disclose to the Commission any information of which he is aware, being information that might have affected any dealing that has taken place, or that might affect any dealing that may take place, in securities of, or made available by, the body corporate of which he is the director, secretary or executive officer, as the case may be; and (g) may require a person whom the Commission believes on reasonable grounds to be capable of giving information concerning: (i) any dealing in relevant securities; (ii) any advice given by a dealer, an investment adviser, a dealer’s representative or an investment representative concerning relevant securities; (iii) the issuing or publication of a report or analysis by a dealer, an investment adviser, a dealer’s representative or an investment representative concerning relevant securities; (iv) the financial position of any business carried on by a person who is or has been (either alone or together with another person or other persons) a dealer or an investment adviser and has dealt in, or given advice concerning, as the case may be, relevant securities; (v) the financial position of any business carried on by a nominee controlled by a person referred to in subparagraph (iii) or jointly controlled by 2 or more persons at least one of whom is a person referred to in that subparagraph; or (vi) an audit of, or any report of an auditor concerning, any accounts or records of a dealer or of an investment adviser, being accounts or records relating to dealings in relevant securities; to disclose to the Commission the information that the person has in relation to the matters concerning which the Commission believes that the person is capable of giving information. (3B) For the purposes of paragraph (3A)(g), relevant securities means: (a) in a case to which paragraph (3A)(a), (b), (c) or (d) applies—securities of, or made available by, the body corporate referred to in that paragraph; and (b) in a case to which paragraph (3A)(e) applies—securities of, or made available by, the body corporate in relation to shares in which, or affairs of which, the conduct referred to in that paragraph was engaged in. (3C) A person is not excused from disclosing information to the Commission pursuant to a requirement made of him under subsection (3A) on the ground that the disclosure of the information might tend to incriminate him. (3CA) Where a person claims, before making an oral statement disclosing information that he is required to disclose by a requirement made of him under subsection (3A), that the statement might tend to incriminate him, evidence of that statement is not admissible in evidence against him in criminal proceedings other than proceedings under this section. (3D) Where, pursuant to paragraph (3A)(f) or (g), the Commission requires a person to disclose information to the Commission, the Commission shall give, or cause to be given, to the person, at the time when the requirement is made, a notice in the prescribed form. (4) A person shall not, without reasonable excuse, fail to comply with a requirement of the Commission under subsection (1), (2), (3) or (3A). Penalty: $5,000 or imprisonment for 1 year, or both. (5) A person shall not, in purported compliance with a requirement of the Commission under subsection (1), (2), (3) or (3A), disclose information, or make a statement, that is false or misleading in a material particular. Penalty: $10,000 or imprisonment for 2 years. (6) It is a defence to a prosecution for an offence against subsection (5) if the defendant proves that he believed on reasonable grounds that the information or statement was true and was not misleading. (7) In this section: (a) a reference to disclosing information includes, in relation to information that is contained in a document, a reference to furnishing the document; and (b) a reference to an acquisition of securities includes, where a person is, for the purposes of the Companies (Acquisition of Shares) Act 1980, taken to acquire shares in a company, a reference to the acquisition of the shares. (8) A person shall not be subject to any liability by reason that the person complies with a requirement made or purporting to have been made under this section.