A344
Notification of family and
corporate
interests
1985 c. 6, s. 203
Agreement to
acquire
interests in a particular
company
1985 c. 6, s. 204
Ord. No. 63/88
SECURITIES (DISCLOSURE OF INTERESTS)
8. (1) For purposes of sections 3 to 7, a person is taken to be interested in any shares in which his spouse or any child, under the age of 21 years, of his is interested.
(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.
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;
a
SECURITIES (DISCLOSURE OF INTERESTS)
Ord. No. 63/88
A345
(b) any change in the persons who are for the time being parties to it;
and
(c) any variation of the agreement,
so long as the agreement continues to include provisions of any description mentioned in subsection (1)(a).
(5) References in subsection (4) to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
(6) This section does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the section apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.
10. (1) In the case of an agreement to which section 9 applies, each party to the agreement is taken (for purposes of the duty of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement).
(2) For the purposes referred to in subsection (1), and also for those of section 11, an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 9 and this section in relation to the agreement.
(3) Accordingly, any such interest of the party to the agreement (apart from the agreement) includes for the purposes referred to in subsection (1) any interest which he is taken to have under section 8 or by the application of section 9 and this section in relation to any other agreement with respect to shares in the target company to which he is a party.
(4) A notification with respect to his interest in shares in the target company made to that company under this Part by a person who is for the time being a party to an agreement to which section 9 applies shall-
(a) state that the person making the notification is a party to such an
agreement;
(b) include the names and (so far as known to him) the addresses of
the other parties to the agreement, identifying them as such; and (c) state whether or not any of the shares to which the notification re- lates are shares in which he is interested by virtue of section 9 and this section and, if so, the number of those shares.
(5) Where a person makes a notification to a listed company under this Part in consequence of ceasing to be interested in any shares of that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which section 9 applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other.
Duty of disclosure arising under section 9 1985 c. 6, s. 205
No comments yet.
Private notes are available after approval.