CHAPTER l
 

INTERPRETATION

Definitions

1.01 In these rules, unless the context otherwise requires
"Act" means the Securities Industry Act 1998;

"backwardation" means that the bid price of a stock is above the offered price;

"best bid/offer" means the highest price at which a stock may be sold and the lowest price at which stock may be bought;

"best execution" means dealing for a customer at the best available price;

"block trade" means a trade of abnormally large size as defined by the Board;

"Board" means the board of directors of GASCI;

"chief executive" means a person who either alone or together with one or more persons is responsible under the immediate authority of the Board of directors for the conduct of the business of the issuer;

"contract note" means the document produced by a member as a trade confirmation to a customer, as record of the customer's obligation to settle the trade with the member, and as a record of the member's obligation to settle the trade with the counterpart member;

"Council" means the Securities Council established by section 4 of the Act;

"cross-trade" means a trade in which a member is acting as an agent for both buyer and seller (an agency cross) or in which a member is acting as a principal on its own account in a trade with a customer (a principal cross) ;


"director" includes any person who occupies the position of a director, by whatever name called;

"financial year" means the period in respect of which any profit and loss account of an issuer laid before its members in general meeting is made up, whether that period is a year or not;

"GASCI" means The Guyana Association of Securities Companies and Intermediaries Inc. ;

"General Manager" means the General Manager of GASCI for the time being appointed by the Board;

"issuer", in relation to securities, means the person by whom they have been or are to be issued;

"limit opening order" is an order entered into a single price opening auction at a limit price which, coincidentally, equates with the price achieved at the auction;

"limit order book" means the record of unexecuted orders entered by members of GASCI, such record being a physical book, or wall display, or electronic display;

"Listing Committee" means the Listing Committee appointed by the Board;

"market contract" means the document prepared by GASCI confirming a trade between members;

"market opening order" means an order entered into a single price opening auction without any price limit but which (subject to availability or demand) will execute at the price achieved at the auction;

"member" means a securities company or securities intermediary who has been admitted to membership of GASCI;

"Listing Undertaking" means the undertaking (in the form set out in First Schedule to these rules) by an issuer to GASCI specifying the continuing disclosure obligations which the issuer undertakes to comply with as a condition of admission to the Official List;

"new applicant" means, in the case of equity securities, an applicant for listing none of whose equity securities is already admitted to the Official List, and in the case of debt securities, means an applicant for listing none of whose equity or debt securities is already admitted to the Official List;

"opening process" means a single price auction to establish an opening price;

"order board" means the wall display maintained during open-outcry trading;

"regulated market" means any stock exchange, over the counter market or other organised securities market that is regulated, operates regularly and is recognised by the Council;

"reporting issuer" has the same meaning as in the Act;

"representative" means an individual who is accredited to a member under the provisions of the Securities Industry (Registration of Market Participants) Regulations 2002;

"securities" has the same meaning as in the Act;

"securities company" has the same meaning as in the Act; and

"securities intermediary" has the same meaning as in the Act.

1.02 For the purpose of these rules, a company is a "subsidiary" of another company, its "holding company", if that other company
(a) holds a majority of the voting rights in it, or
(b) is a member of it and has the right to appoint or remove a majority of its board of directors, or
(c) is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or if it is a subsidiary of a company which is itself a subsidiary of that other company.
 

1.03 Where the context so permits or requires, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.

1.04 These rules shall be interpreted, administered and enforced by GASCI. GASCI may issue practice notes and guidance notes, from time to time, to assist issuers or their advisers in interpreting and complying with these rules.

1.05 If any section or part of these rules is in violation of the Act or any subsidiary legislation made in accordance with the Act it should be considered removed without affecting the validity of the remaining document.

1.06
GASCI is responsible for the enforcement of its own rules. Breaches of the Act or Regulations made under the Act are for the GSC to investigate and sanction. However, GASCI must notify the GSC of any and every known or suspected breach of the Act or the Regulations made under the Act forthwith.