An individual is not guilty of insider dealing by virtue of dealing in securities or encouraging another person to deal if he shows that:

• he acted in connection with an acquisition or disposal that was under consideration or negotiation or in the course of a series of such acquisitions or disposals;
• he acted with a view to facilitating the acquisition or disposal or the series of acquisitions or disposals; and
• the information that he had as an insider was market information (as described above) arising directly out of his involvement in the acquisition or disposal or series of acquisitions or disposals.¹

For the definition of market information, see here.

¹ Criminal Justice Act 1993 (CJA), c. 36, Schedule 1(3) (UK).