A348
Ord. No. 63/88
Interests in
shares which
are to be
notified
1985 c. 6, s. 208
SECURITIES (DISCLOSURE OF INTERESTS)
(5) A person is deemed to know of the subsistence of another's interest in shares or (as the case may be) that another has become or ceased to be interested in shares if he has been notified under section 11 of facts with respect to the other's interest which indicate that he is or has become or ceased to be interested in the shares (whether on his own account or by virtue of a third party's interest in them).
(6) In subsection (4)—
"material time" is any time at which the interests of the person concerned which are taken to be his by virtue of section 8 or 10, fall or fell to be so taken.
13. (1) This section applies, subject to section 14, in determining for purposes of sections 3 to 7 whether a person has a notifiable interest in shares.
(2) A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares; and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3) Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this subsection does not have an interest in the shares is to be taken as having such an interest.
(4) A person is taken to have an interest in shares if—
(a) he enters into a contract for their purchase by him (whether for
cash or other consideration); or
(b) not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5) A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust-
(a) he has a right to call for delivery of the shares to himself or to his
order; or
(b) he has a right to acquire an interest in shares or is under an
obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(6) For purposes of subsection (4)(b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he
(a) has a right (whether subject to conditions or not) the exercise of
which would make him so entitled; or
(b) is under an obligation (whether so subject or not) the fulfilment of
which would make him so entitled.
(7) Persons having a joint interest are taken each of them to have that interest.
(8) It is immaterial that shares in which a person has an interest are unidentifiable.
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A349
14. (1) The following interests in shares are disregarded for purposes Interests to be of sections 3 to 7-
disregarded 1985 c. 6, s. 209
(a) where property is held on trust and an interest in shares is comprised in that property, an interest in reversion or remainder or of a bare trustee or a custodian trustee, and any discretionary interest;
(b) an interest which subsists by virtue of
(i) any unit trust or mutual fund corporation authorized under section 15 of the Securities Ordinance;
(ii) a charitable scheme made by order of any court of competent jurisdiction; or
(iii) the vesting of a deceased's estate in any judicial officer between the time of death and the grant of letters of administration;
(c) an interest for the life of himself or another of a person under a settlement in the case of which the property comprised in the settlement consists of or includes shares, and the conditions mentioned in subsection (3) are satisfied;
(d) an exempt security interest;
(e) an interest in shares held by the Registrar of the Supreme Court;
or
(ƒ) such interests, or interests of such a class, as may be prescribed for
purposes of this paragraph by regulations.
(2) A person is not by virtue of section 13(4)(b) taken to be interested in shares by reason only that he has been appointed a proxy to vote at a specified meeting of a listed company or of any class of its members and at any adjournment of that meeting, or has been appointed by a corporation to act as its representative at any meeting of a listed company or of any class of its members.
(3) The conditions referred to in subsection (1)(c) are, in relation to a settlement-
(a) that it is irrevocable; and
(b) that the settlor has no interest in any income arising under, or
property comprised in, the settlement.
(4) An interest in shares is an exempt security interest for the purposes of subsection (1)(d) if it is held—-
(a) by a person who is—
(i) an authorized financial institution;
(Cap. 333)
(ii) an insurer who is authorized within the meaning of the Insurance Companies Ordinance; or
(Cap. 41)
(iii) a stockbroker, exempt dealer or registered dealer within the meaning of the Securities Ordinance; and
(Cap. 333)
(b) by way of security only for the purposes of a transaction entered
into in the ordinary course of his business as such a person. (5) For the purposes of subsection (1) a person shall not be held not to be a bare trustee in respect of any property by reason only—