6Associated persons

##### 6 Associated persons (1) A reference in this Act to a person associated with another person shall be construed as a reference to: (a) if the other person is a body corporate: (i) a director or secretary of the body corporate; (ii) a body corporate that is related to the other person; or (iii) a director or secretary of such a related body corporate; (b) where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate (including, in a case where the other person is a body corporate, the other person)—a person (including the body corporate) with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied: (i) by reason of which the first‑mentioned person, or the other person, may exercise, may directly or indirectly control the exercise of, or may substantially influence the exercise of, any voting power attached to a share in the body corporate; (ii) with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the body corporate; (iii) under which the first‑mentioned person may acquire from the other person, or the other person may acquire from the first‑mentioned person, shares in the body corporate; or (iv) under which the first‑mentioned person, or the other person, may be required to dispose of shares in the body corporate in accordance with the directions of the other person, or of the first‑mentioned person, as the case may be; (c) a person in concert with whom the other person is acting, or proposes to act, in relation to the matter to which the reference relates; (d) where the matter to which the reference relates is a matter other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate: (i) a person who carries on a business of dealing in securities in partnership with the other person; (ii) subject to subsection (2), a person who is a partner of the other person otherwise than by reason that he carries on a business of dealing in securities in partnership with the other person; (iii) a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money; (iv) a person who is a director of a body corporate that carries on a business of dealing in securities and of which the other person is also a director; or (v) subject to subsection (2), a person who is a director of a body corporate of which the other person is a director, not being a body corporate that carries on a business of dealing in securities; (e) a person with whom the other person is, by virtue of the regulations, to be regarded as associated in respect of the matter to which the reference relates; (f) a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or (g) if the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as mentioned in any of the preceding paragraphs—that last‑mentioned person. (2) Where, in proceedings under this Act, it is alleged that a person referred to in subparagraph (1)(d)(ii) or (v) was associated with another person at a particular time, that person shall be deemed not to have been so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first‑mentioned person at that time knew or ought reasonably to have known the material particulars of that matter. (3) For the purposes of this Act, where 2 or more persons constitute a dealer or an investment adviser, a person is associated with the dealer or with the investment adviser, as the case may be, if he is associated with either or any of those persons. (4) A person shall not be taken to be associated with another person by virtue of paragraph (1)(b), (c), (e) or (f) by reason only that one of those persons furnishes advice to, or acts on behalf of, the other person, in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person.