A346
Duty of
persons
Ord. No. 63/88
SECURITIES (DISCLOSURE OF INTERESTS)
11. (1) A person who is a party to an agreement to which section 9 acting together applies is subject to the requirements of this section at any time when- to keep each
other informed
1985 c. 6, s. 206
(a) the target company is a listed company, and he knows it to be so; (b) the shares in that company to which the agreement relates consist of or include shares comprised in relevant share capital of the company, and he knows that to be the case; and
(c) he knows the facts which make the agreement one to which section
9 applies.
(2) A person who is subject to the requirements of this section is under a duty to notify every other party to the agreement, in writing, of the relevant particulars of his interest (if any) apart from the agreement, in shares comprised in relevant share capital of the target company—
(a) on his first becoming subject to the requirements of this section;
and
(b) on each occurrence after that time while he is still subject to those requirements of any event or circumstances within section 3(1) (as it applies to his case otherwise than by reference to interests which he is taken to have under section 10 as applying to that agreement).
(3) The relevant particulars to be notified under subsection (2) are- (a) the number of shares (if any) comprised in the target company's relevant share capital in which the person giving the notification would be required to state his interest if he were under the duty of disclosure with respect to that interest (apart from the agreement) immediately after the time when the duty to give notification under subsection (2) arose; and
(b) the relevant particulars with respect to the registered ownership of
those shares, so far as known to him at the date of the notification. (4) A person who is subject to the requirements of this section is also under a duty to notify every other party to the agreement, in writing—
(a) of any relevant particulars with respect to the registered ownership of any shares comprised in relevant share capital of the target company in which he is interested apart from the agreement; and (b) of any change in those particulars,
of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he becomes subject to any further duty to give a notification under subsection (2) with respect to his interest in shares comprised in that share capital.
(5) The reference in subsection (4) to an interest notification date, in relation to a person's interest in shares comprised in the target company's relevant share capital, is to—
(a) the date of any notification given by him with respect to his
interest under subsection (2); or
(b) where he has failed to give that notification, the date on which the period allowed by this section for giving the notification came to an end.
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A347
(6) A person who is a party to an agreement to which section 9 applies is under a duty to notify every other party to the agreement, in writing, of his current address--
(a) on his first becoming subject to the requirements of this section;
and
(b) on any change in his address occurring after that time and while he
is still subject to those requirements.
(7) A reference to the relevant particulars with respect to the registered ownership of shares is to such particulars in relation to those shares as are mentioned in section 7(6)(a) and (b).
(8) A person's duty to give any notification required by this section to any other person must be performed within the period of 5 days next following the day on which that duty arose.
12. (1) Where section 3 or 4 refers to a person acquiring an interest in Interests in shares or ceasing to be interested in shares, that reference includes his shares by becoming or ceasing to be interested in those shares by virtue of another person's interest.
(2) Subsection (1) applies where he becomes or ceases to be interested by virtue of section 8 or (as the case may be) section 10 whether--
(a) by virtue of the fact that the person who is interested in the shares becomes or ceases to be a person by reference to whose interests (if any) he is by virtue of section 8 or 10 taken to have an interest;
(b) in consequence of the fact that such a person has become or ceased
to be interested in the shares;
(c) in consequence of the fact that he himself becomes or ceases to be a party to an agreement to which section 9 applies to which the person interested in the shares is for the time being a party; or
(d) in consequence of the fact that an agreement to which both he and that person are parties becomes or ceases to be one to which section 9 applies.
(3) Upon a person becoming or ceasing to be interested in shares in the circumstances described in subsection (2) the person is deemed to know that he has acquired an interest in the shares or (as the case may be) that he has ceased to be interested in them, when he knows both--
(a) the relevant facts with respect to the other person's interest in the
shares; and
(b) the relevant facts by virtue of which he himself has become or ceased to be interested in them in accordance with section 8 or 10.
(4) A person has the knowledge referred to in subsection (3)(a) if he knows (whether contemporaneously or not) either of the subsistence of the other person's interest at any material time or of the fact that the other has become or ceased to be interested in the shares at any such time.
attribution 1985 c. 6, s. 207