Winbar and With Group

Rules and Regulations
SELF DEALINGS

 
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INTERPRETATION
2.6.1   Related Party
2.6.2   Non-Application of Part
2.6.3   Meaning of "Transaction"
2.6.4   Prohibited Transactions
PERMITTED TRANSACTIONS
2.6.5  Nominal value transactions
2.6.6  Secured loans
2.6.7  Deposits
2.6.7  Borrowing, etc., from related party
2.6.9  Acquisition of assets
2.6.10 Services
2.6.11 Directors and officers and their interests
2.6.12 Board approval required
2.6.13 Margin loans
2.6.14 Exemption by order
2.6.15 Prescribed transactions
RESTRICTIONS
2.6.16 Market terms and conditions
2.6.17 Pre-approval by conduct review committee
2.6.18 Subsequent Transactions
DISCLOSURE
2.6.19 Information obligation
2.6.20 Notice to Rulers
REMEDIAL ACTIONS
2.6.21 Voidable contracts

 

 

INTERPRETATION
 
2.6.1   Related Party
          
(1)  
For the purposes of this part, a person is a related party of where:
 
a)
is a person who has a significant interest in a class of shares;
 
b)
is a director or an officer of a Winbar and With Group, a subsidiary or of a body corporate that controls a Winbar and With Group, a subsidiary or is acting in a similar capacity in respect of an unincorporated entity that controls the Winbar and With Group or the respective subsidiary;
 
c)
is the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (a) or (b);
 
d)
is an entity in which a director or an officer of the Winbar and With Group or the respective subsidiary has a substantial investment;
 
e)
is an entity in which a person who controls the Winbar and With Group or the respective subsidiary has a substantial investment;
 
f)
is an entity in which the spouse, or a child who is less than eighteen years of age, of a person described in paragraph (d) or (e) has a substantial investment;
 
g)
is an entity that is controlled by a person referred to in any of paragraphs (a) to (c) or by an entity referred to in any of paragraphs (d) to (f); or
 
h)
is a person, or a member of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of Winbar and With Group or its subsidiary.
 
(2)
Exception-subsidiaries and substantial investments. - An entity in which Winbar and With Group or a subsidiary has a substantial investment is deemed not to be an entity referred to in paragraph 2.61(1)(e) unless the person referred to in that paragraph has a substantial investment in the entity otherwise than through the person's controlling interest in the Winbar and With Group or subsidiary.
 
(3)
Designated related party. - For the purposes of this part, the Directors may, with respect to a particular bank, designate as a related party of the Winbar and With Group or subsidiary:
 
a)
any person or class of persons whose direct or indirect interest in or relationship with the Winbar and With Group or subsidiary or a related party of the Winbar and With Group or subsidiary might reasonable be expected to affect the exercise of the best judgement of the Winbar and With Group or subsidiary of a transaction; or
 
b)
any person who is a party to any agreement, commitment or understanding referred to in section 6.9 if the Winbar and With Group or subsidiary referred to in that section is the particular bank.
 
(4)
Idem. - Where a person is designated as a related party of a Winbar and With Group or its subsidiary, pursuant to subsection (3), the Directors may also designate any entity in which the person has a substantial investment and any entity controlled by such an entity to be related party of the Winbar and With Group or subsidiary.
 
(5)
Deemed related party. - Where, in contemplation of a person becoming a related party of a Winbar and With Group or its subsidiary; if a Winbar and With Group or its subsidiary enters into a transaction with the person, the person is deemed for the purposes of this part to be related party of the Winbar and With Group or subsidiary in respect of that transaction.
 
(6)
Holders of exempted shares. - Notwithstanding paragraph (1)(a), a person shall be deemed not to be related party of a Winbar and With Group or its subsidiary where:
 
a)
the person would otherwise be related party of a Winbar and With Group or its subsidiary by reason only that the person has a significant interest in a class of non-voting shares of a Winbar and With Group or subsidiary that do not amount to more than 10 percent of the equity of a Winbar and With Group or its subsidiary; and
 
b)
the Directors have, exempted that class of non-voting shares of a Winbar and With Group or its subsidiary.
 
(7)
Determination of substantial investment. - For purpose of determining whether an entity or a person has a substantial investment for the purposes of any paragraphs (1)(d) to (f), the references to "control" and "controlled" in section 2.6.10 shall be construed as references to "control, within the meaning of section 2.6.3, determined without regard to paragraph 2.6.3(1)(d)," and "controlled, within the meaning of section 2.6.3, determined without regard to paragraph 2.6.3(1)(d)", respectively.
 
(8)
Determination of control. - For the purposes of paragraph 2.6.1(1)(g), "controlled" means "controlled, within the meaning of section 2.6.3, determined without regard to paragraph 2.6.3(1)(d)".
 
 
 
2.6.2   Non-Application of Part
 
(1)
This Part does not apply in respect of any transaction entered into prior to the coming into force of this part but, after the coming into force of this part, any modification of, addition to, or renewal or extension of a prior transaction is subject to this part.
 
(2)
Idem. - This Part does not apply in respect of:
 
a)
the issue of shares of any class of shares of a company when fully paid for in money or when issued:
 
i)
In accordance with any provisions for the conversion of other issued and outstanding securities of a Winbar and With Group or its subsidiary into shares of that class of shares.
 
ii)
as a share dividend,
 
iii)
in exchange for shares of a body corporate that has been continued as a Winbar and With Group or its subsidiary under, pursuant to set terms,
 
iv)
in accordance with the set terms of an amalgamation under,
 
v)
by way of consideration in accordance with the terms of a sale agreement under, or
 
vi)
with the approval in writing of the Directors, in exchange for shares of another body corporate;
 
b)
the payment of dividends by a Winbar and With Group or its subsidiary; or
 
c)
Transactions that consist of the payment or provision by a Winbar and With Group or its subsidiary to persons who are related parties of the Winbar and With Group or subsidiary of salaries, fees, stock options, pension benefits, incentive benefits or other benefits or remuneration in their capacity as directors, officers or employees of a Winbar and With Group or its subsidiary.
 
(3)
Exception. - Nothing in paragraph 2.6.2(2)(c) exempts from the application of this part the payment by a Winbar and With Group or its subsidiary of fees or other remuneration to a person for:
 
a)
the provision of services referred to in paragraph 2.6.10(1)(a); or
 
b)
duties outside the ordinary course of business of the Winbar and With Group or its subsidiary.
 
(4)
Subsidiaries. - Notwithstanding that a person who has a significant interest in a class of shares of a Winbar and With Group or subsidiary is a related party of the Winbar and With Group or its subsidiary by reason of paragraph 2.6.1(1)(a), where the person is a trust/bank incorporated by or under an Act of Parliament and is the holding body corporate of a Winbar and With Group or subsidiary that is a trust/bank of the body corporate, the person is not a related party.
 
 
2.6.3   Meaning of "Transaction"
 
(1)
For the purposes of this part, entering into a transaction with a related party of Winbar and With Group includes:
 
a)
making a guarantee on behalf of the related party;
 
b)
making an investment in any securities of the related party;
 
c)
taking an assignment of or otherwise acquiring a loan made by a third party to the related party; and
 
d)
taking a security interest in the securities of the related party.
 
(2)
Interpretation. - The fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan deposit, is part of the transaction, and not a separate transaction.
 
(3)
Meaning of "loan". - "loan" includes:
 
a)
a deposit,
 
b)
a financial lease,
 
c)
a conditional sales contract,
 
d)
a repurchase agreement and
 
e)
any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsements or other guarantee.
 
 
2.6.4   Prohibited Transactions
 
(1)
Except as provided in this part, a Winbar and With Group or subsidiary shall not, directly or indirectly, enter into any transaction with a related party thereof.
 
(2)
Transaction of entity. - Without limiting the generality of subsection (1), the Winbar and With Group or its subsidiary is deemed to have indirectly entered into a transaction in respect of which this part applies where the transaction is entered into by an entity that is controlled by a Winbar and With Group or subsidiary.
 
(3)
Exception. - Subsection (2) does not apply where an entity that is controlled by the Winbar and With Group or its subsidiary that is a Trust/Bank incorporated or formed under laws of a state/province and is subject to regulation and supervision, satisfactory to the Governors, regarding transactions with related parties of the Winbar and With Group or its subsidiary.
 
(4)
Idem. - Subsection (2) does not apply in respect of transactions entered into by an entity that is controlled by the Winbar and With Group or its subsidiary if the transaction is a prescribed transaction or is one of a class of prescribed transactions.
 
 
PERMITTED TRANSACTIONS
 
2.6.5
Nominal value transactions. - Notwithstanding anything in this part, the Winbar and With Group or its subsidiary may enter into a transaction with a related party of the Winbar and With Group or its subsidiary if the value of the transaction is nominal or immaterial to the Winbar and With Group or its subsidiary when measured by criteria that have been established by the conduct review committee of the Winbar and With Group or its subsidiary and approved in writing by the Directors.
2.6.6
Secured loans. - a Winbar and With Group or subsidiary may make a loan to or a guarantee on behalf of a related party of a Winbar and With Group or subsidiary or take an assignment of or otherwise acquire a loan to a related party of a Winbar and With Group or subsidiary if:
 
a)
the loan or guarantee is fully secured by securities of or guaranteed by Government or the government of a province; or
 
b)
the loan is a loan permitted by section 4.10 made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party.
2.6.7
Deposits. - a Winbar and With Group or subsidiary may enter into a transaction with a related party of the Winbar and With Group or its subsidiary if the transaction consists of a deposit by the Winbar and With Group or its subsidiary with a Winbar and With Group or subsidiary Trust/Bank that is a direct clearer or a member of a clearing group under the by-laws of the Canadian Payments Association and the deposit is made for clearing purposes.
2.6.8
Borrowing, etc., from related party. - a Winbar and With Group or subsidiary may borrow money from, take deposits from, or issue debt obligations to, a related party of a Winbar and With Group or subsidiary.
2.6.9  Acquisition of assets
 
(1)
a Winbar and With Group or subsidiary may purchase or otherwise acquire from a related party of a Winbar and With Group or subsidiary:
 
a)
securities of, or securities guaranteed by, the Government of Canada or the government of a province;
 
b)
by, the Government of Canada or at the government of a province; or
 
c)
goods for use in the ordinary course of business.
 
(2)
Sale of assets. - Subject to section 5.19, a Winbar and With Group or subsidiary may sell any assets of the Winbar and With Group or its subsidiary to a related party of the Winbar and With Group or its subsidiary if:
 
a)
the consideration for the assets is fully paid in money; and
 
b)
there is an active market for those assets.
 
(3)
Asset transactions with a Winbar and With Group or subsidiary Trust/Banks. - Notwithstanding any of the provisions of subsections (1) and (2), a Winbar and With Group or subsidiary may, in the normal course of business and pursuant to arrangement that have been approved by the Directors in writing, acquire or dispose of any assets, other than real property, from or to a related party of the Winbar and With Group or its subsidiary that is a Winbar and With Group or subsidiary Trust/Bank.
 
(4)
Asset transactions in restructuring. - Notwithstanding any of the provisions of subsection (1) and (2), a Winbar and With Group or subsidiary may acquire any assets from, or dispose of any assets to, a related party of the Winbar and With Group or its subsidiary as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Directors.
 
(5)
Goods or space for use in business. - a Winbar and With Group or subsidiary may lease assets:
 
a)
from a related party of the Winbar and With Group or its subsidiary for use in the ordinary course of business of the Winbar and With Group or its subsidiary, or
 
b)
to a related party of the Winbar and With Group or its subsidiary if the lease payments are made in money.
 
 
2.6.10   Services
 
(1)
A subsidiary may enter into a transaction with a related party of CISRAED if the transaction:
 
a)
subject to subsection (2), consists of a written contract for the purchase by the Winbar and With Group or its subsidiary of services used in the ordinary course of business;
 
b)
subject to subsection (4), involves the provision of services normally offered to the public by the Winbar and With Group or its subsidiary in the ordinary course of business;
 
c)
consists of a written contract with the Winbar and With Group or its subsidiary Trust/Bank or an entity in which the Winbar and With Group or its subsidiary is permitted to have a substantial investment pursuant to section 4.58 that is a related party of the Winbar and With Group or its subsidiary:
 
i.)
for the networking of any services provided by a Winbar and With Group or subsidiary or the subsidiary Trust/Bank or entity, or
 
ii.)
for the referral of any person by a Winbar and With Group or subsidiary to the subsidiary Trust/Bank or entity, or for the referral of any person by the subsidiary Trust/Bank or entity to the Winbar and With Group or its subsidiary;
 
e)
consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the Winbar and With Group or its subsidiary or its subsidiaries; or
 
f)
involves the provision by the Winbar and With Group or its subsidiary of management, advisory, and accounting, information processing or other services in relation to any business of the related party.
 
(2)
Order concerning management by employees. - Where a Winbar and With Group or subsidiary has entered into a contract pursuant to paragraph (1)(a) and the contract, when taken together with all other such contracts entered into by the Winbar and With Group or its subsidiary, results in all or substantially all of the management functions of the Winbar and With Group or its subsidiary being exercised by persons who are not employees of the Winbar and With Group or its subsidiary, the Directors may, by order, if the Directors considers that result to be inappropriate, require the Winbar and With Group or its subsidiary, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the Winbar and With Group or its subsidiary are exercised by employees of a Winbar and With Group or subsidiary to the extent specified in the order.
 
(3)
Service corporations. - Notwithstanding subsection 6.4(2), the Winbar and With Group or its subsidiary shall be deemed not to have indirectly entered into a transaction in respect of which this part applies where the transaction is entered into by a service corporation, within the meaning of section 5.1 that is controlled by the Winbar and With Group or its subsidiary if subsection 6.17(1) is compiled with.
 
(4)
Services. - The provision of services, for the purposes of paragraph (1)(b), does not include the making of loans or guarantees.
 
 
2.6.11   Directors and officers and their interests
 
(1)
Subject to subsection (2) and section 6.12 and 6.13, the Winbar and With Group or its subsidiary may enter into any transaction with a related party of the Winbar and With Group or its subsidiary if the related party is:
 
a)
a natural person who is a related party of the Winbar and With Group or its subsidiary by reason only if being:
 
i.)
a director or an officer of the Winbar and With Group or its subsidiary or of an entity that controls the Winbar and With Group or its subsidiary, or
 
ii.)
the spouse, or a child who is less than eighteen years of age, of a director or an officer of the Winbar and With Group or its subsidiary or of an entity that controls the Winbar and With Group or its subsidiary; or
 
b)
an entity that is a related party of a Winbar and With Group or subsidiary by reason only of being an entity:
 
i.)
in which a director or an officer of a Winbar and With Group or subsidiary, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment,
 
ii.)
that is controlled by a director or an officer of an entity that controls the Winbar and With Group or its subsidiary, or the spouse or a child who is less than eighteen years of age of such person, or
 
iii.)
that is controlled by an entity in which a director or an officer of a Winbar and With Group or subsidiary, or the spouse or a child who is less than eighteen years of age of such person, has a substantial investment.
 
(2)
Loans to full-time officers. - The subsidiary may, with respect to a related party of a Winbar and With Group or subsidiary referred to in subsection (1) who is a full-time officer of a Winbar and With Group or subsidiary, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that held by the Winbar and With Group or its subsidiary and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and one hundred thousand dollars.
 
(3)

Exception. - Subsection (2) does not apply in respect of:
a) loans referred to in paragraph 2.6.6(b), and
b) margin loans referred to in section 2.6.13,
and the amount of any such loans to a related party of the Winbar and With Group or its subsidiary shall not be included in determining, for the purposes of subsection (2), the aggregate principal amount of all outstanding loans made by the Winbar and With Group or its subsidiary to the related party.

 
(4)
Preferred terms. - Notwithstanding section 6.16, the Winbar and With Group or its subsidiary may make a loan, other than a margin loan, to an officer of a Winbar and With Group or subsidiary on terms and conditions more favourable to the officer than those offered to the public by the Winbar and With Group or its subsidiary if those terms and conditions have been approved by the conduct review committee of a Winbar and With Group or subsidiary.
 
(5)
Idem. - Notwithstanding section 6.16, the Winbar and With Group or its subsidiary may make a loan referred to in paragraph 6.6(b) to the spouse of an officer of a Winbar and With Group or subsidiary on terms and conditions more favourable to the spouse of that officer than those offered to the public by the Winbar and With Group or its subsidiary if those terms and conditions have been approved by the conduct review committee of the Winbar and With Group or its subsidiary.
 
(6)
Idem. - Notwithstanding section 6.16, the Winbar and With Group or its subsidiary may offer financial services, other than loans or guarantees, to an officer of a Winbar and With Group or subsidiary, or to the spouse or a child who is less than eighteen years of age of an officer of a Winbar and With Group or subsidiary, on terms and conditions more favourable than those offered to the public by the Winbar and With Group or its subsidiary where
 
a)
the financial services are offered by the Winbar and With Group or its subsidiary to employees of a Winbar and With Group or subsidiary on such favourable terms and conditions; and
 
b)
the approval of the conduct review committee of a Winbar and With Group or subsidiary has been obtained.
 
 
2.6.12   Board approval required
 
(1)
Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of a Winbar and With Group or subsidiary, the Winbar and With Group or its subsidiary shall not, with respect to a related party of a Winbar and With Group or subsidiary referred to in subsection 6.11(1),
 
a)
make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 2.6.13,
 
b)
make a guarantee on behalf of the related party, or
 
c)
make an investment in the securities of the related party immediately following the transaction, the aggregate of:
 
i.)
the principal amount of all outstanding loans to the related party that are held by the Winbar and With Group or its subsidiary and its subsidiaries, other than:
 
(A) loans referred to in paragraph 2.6.6(b), and
 
(B) where the related party is a full-time officer of a Winbar and With Group or subsidiary, loans to the related party that are permitted by subsection 2.6.11(2),
 
ii.)
the sum of all outstanding amounts guaranteed by the Winbar and With Group or its subsidiary and its subsidiaries on behalf of the related party, and
 
iii.)
where the related party is an entity, the book value of all investments by the Winbar and With Group or its subsidiary and its subsidiaries in the securities of the entity would exceed 2 percent of the regulatory capital of a Winbar and With Group or subsidiary.
 
(2)
Limit on transactions with directors, officers and their interests. - the Winbar and With Group or its subsidiary shall not, with respect to a related party of a Winbar and With Group or subsidiary referred to in subsection 2.6.11(1),
 
a)
make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 6.13,
 
b)
make a guarantee on behalf of the related party, or
 
c)
make an investment in the securities of the related party if, immediately following the transaction, the aggregate of the principal amount of all outstanding loans to all related parties of a Winbar and With Group or subsidiary referred to in subsection 6.11(1) that are held by the Winbar and With Group or its subsidiary and its subsidiaries, other than
 
i.)
loans referred to in section 6.6, and
 
ii.)
loans permitted by subsection 6.11(2),
 
d)
the sum of all outstanding amounts guarantees by the Winbar and With Group or its subsidiary and its subsidiaries on behalf of all related parties of a Winbar and With Group or subsidiary referred to in subsection 6.11(1), and
 
e)
the book value of all investments by the Winbar and With Group or its subsidiary and its subsidiaries in the securities of all entities that are related parties of a Winbar and With Group or subsidiary referred to in subsection 6.11(1) would exceed 50 percent of the regulatory capital of a Winbar and With Group or subsidiary.
 
(3)
Exclusion of de minimise transactions. - Loans, guarantees and investments that are referred to in section 6.5 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsection (1) and (2).
 
2.6.13
Margin loans. - The Directors may establish terms and conditions with respect to the making by the Winbar and With Group or its subsidiary of margin loans to any director or officer of the Winbar and With Group or its subsidiary.
 
2.6.14   Exemption by order
 
(1)
The Winbar and With Group or its subsidiary may enter into a transaction with a related party of a Winbar and With Group or subsidiary if the Governors, by order, on the advice of the Directors, have exempted the transaction from the provisions of section 2.6.4.
 
(2)
Conditions for order. - The Governors shall not make an order referred to in subsection (1) unless the Governors is satisfied that the decision of a Winbar and With Group or subsidiary to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of a Winbar and With Group or subsidiary and does not involve in any significant way the interest of a related party of a Winbar and With Group or subsidiary.
 
 
2.6.15   Prescribed transactions. -
 
The Winbar and With Group or its subsidiary may enter into a transaction with a related party of a Winbar and With Group or subsidiary if the transaction is a prescribed transaction or one of a class of prescribed transactions.
 
 
RESTRICTIONS
 
 
2.6.16   Market terms and conditions
 
(1)
Except as provided in subsections 2.6.11(4) to (6), any transaction entered into with a related party of a Winbar and With Group or subsidiary shall be on terms and conditions that are at least favourable to the Winbar and With Group or its subsidiary at market terms and conditions.
 
(2)
Meaning of "market terms and conditions". - For the purposes of subsection (1), "market terms and conditions" means:
 
a)
in respect of a service or a loan facility or a deposit facility offered to the public by the Winbar and With Group or its subsidiary in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the Winbar and With Group or its subsidiary in the ordinary course of business; and
 
b)
in respect of any other transaction, terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm's length and acting prudently, knowledgeably and willingly.
 
 
2.6.17   Pre-approval by conduct review committee
 
(1)
No subsidiary shall enter into any transaction permitted by this part, except as provided in subsection 2.6.11(4) to (6), unless the conduct review committee of a Winbar and With Group or subsidiary is satisfied that the transaction is on terms and conditions at lease as favourable to the Winbar and With Group or its subsidiary as market terms and conditions, within the meaning of subsection 2.6.16(2), and has approved the transaction.
 
(2)
General arrangements. - Nothing in this section precludes the conduct review committee of a Winbar and With Group or subsidiary from approving a general arrangement covering a number or series of transactions of a similar type of nature that may be entered into or made during the term of the arrangement.
 
(3)
Annual review. - An arrangement that is approved under subsection (2) shall be reviewed by the conduct review committee at least once a year during the term of the arrangement.
 
(4)
Exception. - The approval of the conduct review committee under this section need not be obtained in respect of:
 
a)
transactions in respect of which subsection 2.6.12(1) applies;
 
b)
transactions entered into pursuant to section 2.6.5; and
 
c)
such transactions as are prescribed to be exempted from the requirement of this section.
 
 
2.6.18
Subsequent transactions. - No subsidiary shall enter into any transaction, other than a transaction referred to in paragraph 2.6.17(4)(b) or (c), with any person who has ceased to be a related party of a Winbar and With Group or subsidiary during the period of twelve months after the date on which the person ceased to be related party of a Winbar and With Group or subsidiary, unless the conduct review committee of a Winbar and With Group or subsidiary is satisfied that the transaction is on terms and conditions at least as favourable to the Winbar and With Group or its subsidiary as market terms and conditions, within the meaning of subsection 6.16(2), and has approved the transaction.
 
 
DISCLOSURE
 
 
2.6.19   Information obligation
 
(1)
Where, in respect of any proposed transaction permitted by this part, other than those referred to in section 6.5, the subsidiary has reason to believe that the other party to the transaction is a related party of a Winbar and With Group or subsidiary, the Winbar and With Group or its subsidiary shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct of indirect, that would make the other party a related party of the Winbar and With Group or its subsidiary.
 
(2)
Reliance on information. - the Winbar and With Group or its subsidiary and any person who is a director or an officer, employee or escrow agent of the Winbar and With Group or its subsidiary may rely on any information contained in any disclosure received by the Winbar and With Group or its subsidiary pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the Winbar and With Group or its subsidiary or any such person for anything done or omitted in good faith in reliance on any such information.
 
 
2.6.20
Notice to Rulers. - Where the Winbar and With Group or its subsidiary has entered into transaction that the Winbar and With Group or its subsidiary is prohibited from entering into by this part or where the Winbar and With Group or its subsidiary has entered into a transaction for which approval is required under subsection 6.12(1) or 6.17(1) or section 6.18 without having approval, the Winbar and With Group or its subsidiary shall, on becoming aware of that fact, forthwith notify the Directors.
 
 
REMEDIAL ACTIONS
 
 
2.6.21 Voidable contracts
 
(1)
Where the Winbar and With Group or its subsidiary enters into a transaction that it is prohibited from entering into by this part, the Winbar and With Group or its subsidiary or the Directors may apply to a court for an order setting aside the transaction and directing that the related party of the Winbar and With Group or its subsidiary involved in the transaction account to the Winbar and With Group or its subsidiary for any profit or gain realised.
 
(2)
Court order. - On application to a court under subsection (1), the court may make such order as it thinks fit, including an order for compensation for any loss of damage incurred by the Winbar and With Group or its subsidiary.
 
(3)
Time limit. - An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 6.20 in respect of the transaction is given to the Directors.
 
 
 
 

 
 
 
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