A366
Power to impose
restrictions on
shares and debentures
1985 c. 6, s. 445
Power to obtain information as to those interested in shares, etc. 1985 c. 6, s. 444
Ord. No. 63/88
SECURITIES (DISCLOSURE OF INTERESTS)
(a) any person who is convicted by a court or magistrate on a prosecution instituted as a result of the investigation shall be liable to such extent (if any) as may be ordered by such court or magistrate;
(b) the listed company dealt with by the investigation shall be liable to
such extent (if any) as the Financial Secretary may direct;
(c) the director and chief executive of the listed company dealt with by the investigation shall be liable to such extent (if any) as the Financial Secretary may direct;
(d) any person who has an interest notifiable under Part II in relevant share capital of the listed company dealt with by the investigation shall be liable to such extent (if any) as the Financial Secretary may direct; and
(e) the applicants for the investigation, where the inspector was appointed under section 33(3), shall be liable to such extent (if any) as the Financial Secretary may direct.
(2) The report of an inspector appointed under section 33(3) may, if he thinks fit, and shall if the Financial Secretary so directs, include a recommendation as to the directions, if any, he thinks appropriate, in the light of his investigation, to be given under subsection (1)(b), (c), (d) or (e).
(3) Any liability to repay the Government imposed by paragraph (a) of subsection (1), shall, subject to the satisfaction of the right of the Government to repayment, be a liability also to indemnify all persons against liability under paragraphs (b), (c), (d) and (e) thereof, and any person liable under the said paragraphs (a), (b), (c), (d) and (e) shall be entitled to contribution from any other person liable under the same paragraph, according to the amount of their respective liabilities thereunder.
41. (1) If in connection with an investigation under either section 33, 34 or 35 it appears to the Financial Secretary that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), he may by order direct that the shares shall until further order be subject to the restrictions of Part V.
(2) This section, and Part V in its application to orders under it, apply in relation to debentures as in relation to shares.
42. (1) If it appears to the Financial Secretary that there is good reason to investigate the ownership of any shares in or debentures of a listed company and that it is unnecessary to appoint an inspector for the purpose, he may require any person whom he has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Financial Secretary.
(2) For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A367
(3) A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, commits an offence and is liable on summary conviction to a fine of $10,000 and to imprisonment for 6 months and on conviction upon indictment to a fine of $100,000 and to imprison- ment for 2 years.
43. Nothing in sections 33 to 42 shall require disclosure to the Privileged Financial Secretary or to an inspector appointed by him-
(a) by any person of information which he would in an action in the High Court be entitled to refuse to disclose on grounds of legal professional privilege except, if he is a lawyer, the name and address of his client; or
(b) by an authorized financial institution acting as a corporation's banker or financial adviser, of information as to the affairs of any of its customers other than the corporation.
PART V
ORDERS IMPOSING RESTRICTIONS ON SHARES
information [cf. 1985 €. 6, s. 452(1)]
44. (1) So long as any shares are directed to be subject to the Consequence of restrictions of this Part-
order imposing restrictions
(a) any transfer of those shares or, in the case of unissued shares, any 1985 c. 6, s. 454
transfer of the right to be issued with them, and any issue of such shares is void;
(b) no voting rights are exercisable in respect of the shares;
(c) no further shares shall be issued in right of them or in pursuance of
any offer made to their holder; and
(d) except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.
(2) Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except an agreement to sell the shares on the making of an order under section 46(3)).
(3) Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except an agreement to transfer any such right on the sale of the shares on the making of an order under section 46(3)).
45. (1) A person commits an offence and is liable to a fine of $10,000 and to imprisonment for 6 months if he—
Punishment for attempted evasion of
(a) exercises or purports to exercise any right to dispose of any shares restrictions
which, to his knowledge, are for the time being subject to the 1985 c. 6, s. 455 restrictions of this Part or of any right to be issued with any such shares; or