10
CAP. 396]
Securities (Disclosure of Interests)
[1988 Ed.
(2) For purposes of sections 3 to 7, a person is taken to be interested in shares if a corporation is interested in them and-
(a) that corporation or its directors are accustomed to act in accordance with his directions or instructions; or
(b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that corporation.
(3) Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a corporation and that corporation is entitled to exercise or control the exercise of any of the voting power at general meetings of another corporation (“the effective voting power”) then, for purposes of subsection (2)(b), the effective voting power is taken as exercisable by that person.
(4) For purposes of subsections (2) and (3), a person is entitled to exercise or control the exercise of voting power if-
(a) he has a right (whether subject to conditions or not) the exercise of which would make him so entitled; or
(b) he is under an obligation (whether subject to conditions or not) the fulfilment of which would make him so entitled.
Agreement to acquire interests in a particular company
[cf. U.K. 1985 c. 6, s. 203]
9. (1) This section applies to an agreement between 2 or more persons which includes provision for the acquisition by any one or more of them of interests in shares of a particular listed company ("the target company”), being shares comprised in the relevant share capital of that company if
(a) the agreement also includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of their interests in that listed company's shares acquired in pursuance of the agreement (whether or not together with any other interests of theirs in the company's shares to which the agreement relates); and
(b) any interest in the listed company's shares is in fact acquired by any of the parties in pursuance of the agreement.
(2) In relation to an agreement to which this section applies, references in this section, and in sections 10 and 11, to the target company are to the listed company which is the target company for that agreement.
(3) The reference in subsection (1)(a) to the use of interests in shares in the target company is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into any agreement for the exercise, or for control of the exercise, of any of those rights by another person).
(4) Once any interest in shares in the target company has been acquired in pursuance of an agreement to which this section applies, this section continues to apply to that agreement irrespective of—
(a) whether or not any further acquisitions of interests in the company's shares take place in pursuance of the agreement;