A340
Ord. No. 63/88
1985 c. s. 204(5)
1985 c. 6, s. 730(5)
Duty of
SECURITIES (DISCLOSURE OF INTERESTS)
(5) The temporary suspension of voting rights in respect of shares comprised in issued share capital of a listed company of any class does not affect the application of this Ordinance in relation to interests in those or any other shares comprised in that class.
(6) In section 9, and also in references elsewhere in this Ordinance to an agreement to which section 9 applies, "agreement" includes any agreement or arrangement; and references in section 9 to provisions of an agreement---
(a) accordingly include undertakings, expectations or understandings
operative under any arrangement; and
(b) (without prejudice to the above) also include any provisions,
whether express or implied and whether absolute or not.
(7) For the purposes of any provision of this Ordinance which provides that an officer of a corporation who is in default is liable to a fine or penalty, the expression "officer who is in default" means any officer or shadow director of the corporation who knowingly and wilfully authorizes or permits the default, refusal or contravention mentioned in that provision.
3.
disclosure: the cases in which it
(a)
may arise and
1985 c. 6, s. 198
"the relevant
time"
PART II
DISCLOSURE OF INTERESTS IN SHARES
(1) Where a person either—
to his knowledge acquires an interest in shares comprised in a listed company's relevant share capital, or ceases to be interested in shares so comprised (whether or not retaining an interest in other shares so comprised); or
(b) becomes aware that he has acquired an interest in shares so com- prised or that he has ceased to be interested in shares so comprised in which he was previously interested,
then in the circumstances specified in section 4(4) and (5) he comes under a duty ("the duty of disclosure") to make notification to the listed company of the interests which he has, or had, in its shares.
(2) Where, otherwise than in circumstances within subsection (1), a person---
(a) is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of section 4 to an existing interest of his in shares comprised in a listed company's share ca- pital of any description; or
(b) otherwise becomes aware of any facts relevant to the application of section 4 (whether or not arising from any such change of cir- cumstances),
then in the circumstances specified in section 4(4) he comes under the duty of disclosure.
(3) The existence of the duty of disclosure in a particular case depends (in part) on circumstances obtaining before and after whatever is in that case the relevant time.
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A341
(4) For purposes of subsection (3) and sections 4 and 5 the relevant time is-
(a) in a case within subsection (1)(a) or (2)(a), the time of the event or
change of circumstances there mentioned; and
(b) in a case within subsection (1)(b) or (2)(b), the time at which the
person became aware of the facts in question.
4. (1) For the purposes of the duty of disclosure, the interests to be Interests to be taken into account are those in relevant share capital of the listed company
disclosed concerned.
1985 c. 6, s. 199
(2) A person has a notifiable interest at any time when he is interested in shares comprised in that share capital of an aggregate nominal value equal to or more than the percentage of the nominal value of that share capital which is for the time being the notifiable percentage.
(3) All facts relevant to determining whether a person has a notifiable interest at any time (or the percentage level of his interest) are taken to be what he knows the facts to be at that time.
(4) The duty of disclosure arises under section 3(1) or (2) where the person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time.
(5) The duty also arises under section 3(1) where-
(a) the person had a notifiable interest immediately before the relevant
time, but does not have such an interest immediately after it; or
(b) he had a notifiable interest immediately before that time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same.
notifiable
5. (1) Subject to subsection (2), "percentage level", in section "Percentage 4(5)(b), means the percentage figure found by expressing the aggregate level in nominal value of all the shares comprised in the share capital concerned in relation to which the person is interested immediately before or (as the case may be) interests immediately after the relevant time as a percentage of the nominal value of 1985 c. 6, s. 200 that share capital and rounding that figure down, if it is not a whole number, to the next whole number.
(2) Where the nominal value of the share capital is greater immediately after the relevant time than it was immediately before, the percentage level of the person's interest immediately before (as well as immediately after) that time is determined by reference to the larger
amount.
6. (1) The references in sections 4(2) and 7(2) to the notifiable The notifiable percentage is to 10 per cent or such other percentage as may be prescribed percentage by regulations; and different percentages may be prescribed in relation to 1985 c. 6, s. 201 companies of different classes or descriptions.
(2) Where in consequence of a reduction in the percentage made by regulations a person's interest in a listed company's shares becomes notifiable, he then comes under the duty of disclosure in respect of it; and the duty must be performed within the period of 10 days next following the day on which it arises.