Okay, then imagine you overhear at a bar. Yes “anyone could have” theoretically, but not actually. In either case, you have material non-public information that your counterparty in the market does not.
you got that piece of non public information was not because you are an insider. As long as the bar is not exclusive to insider, i don't see any difference
Isn't it exclusive to people who live in the area of the bar?
What if the bar has a cover charge, so only those who pay get in?
What if the cover charge is $10,000 and the bar is advertised as "the place where public company execs love to come talk to each other about private deals"?