C368
SECURITIES (DISCLOSURE OF INTERESTS) BILL 1988
Explanatory Memorandum
The purpose of this Bill is to require the beneficial owners of substantial shareholdings in listed companies to disclose particulars of their shareholdings and to require the directors and chief executives of listed companies to disclose particulars of their beneficial interests in shares in and debentures of such companies and their associated corporations. Provision is made for investigations by the listed companies themselves, by inspectors and by the Financial Secretary in order to enforce these requirements; and the High Court and the Financial Secretary are authorized to impose restrictions on shares.
2. Clause 2 defines terms used in the Bill.
PART II
DISCLOSURE OF INTERESTS IN SHARES
3. Clause 3 requires a person who has or who acquires or ceases to have a notifiable interest in the shares of a listed company to notify the company of that fact and also of certain changes in a notifiable interest.
4. Clause 4 defines notifiable interest as an interest in the relevant share capital (share capital carrying voting rights) of a listed company equal to or more than the notifiable percentage of the nominal value of that share capital.
5. Clause 5 defines "percentage level" in relation to notifiable interests.
6. Clause 6 defines notifiable percentage as 10 per cent, or such other percentage as may be prescribed by regulations, of the nominal value of shares comprised in the relevant share capital concerned.
7. Clause 7 specifies the time limits for performing the disclosure requirements and the particulars to be notified.
8. Clause 8 specifies when a person is taken to have an interest in shares held by family members and corporations to determine whether he has a notifiable interest.
9. Clauses 9, 10 and 11 deal with certain agreements between 2 or more persons to acquire shares in a particular company ("the target company"). They provide that in ascertaining whether a party to such an agreement has a notifiable interest in the shares of the target company the interests of the other parties to the agreement are attributed to him. Clause 11 requires each party to the agreement to notify every other party of the relevant particulars of his interest and of any change in those particulars.
10. Clause 12 provides for the application of the duty to notify interests in shares where such interests are attributable to a person as family or corporate interests (under clause 8) or by virtue of an agreement to which clause 9 occurs.
11.
Clause 13 defines "interest in shares" for the purpose of the duty to notify a listed company of an interest in shares.
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