1964_SECURITIES_(DISCLOSURE_OF_INTERESTS)_ORDINANCE — Page 13

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CAP. 396]

Securities (Disclosure of Interests)

[1988 Ed.

Duty of persons acting together to keep each other informed

11. (1) A person who is a party to an agreement to which section 9 applies is subject to the requirements of this section at any time when

(a) the target company is a listed company, and he knows it to be so; (b) the shares in that company to which the agreement relates consist of or include shares comprised in relevant share capital of the company, and he knows that to be the case; and

(c) he knows the facts which make the agreement one to which section 9 applies.

(2) A person who is subject to the requirements of this section is under a duty to notify every other party to the agreement, in writing, of the relevant particulars of his interest (if any) apart from the agreement, in shares comprised in relevant share capital of the target company-

(a) on his first becoming subject to the requirements of this section; and (b) on each occurrence after that time while he is still subject to those requirements of any event or circumstances within section 3(1) (as it applies to his case otherwise than by reference to interests which he is taken to have under section 10 as applying to that agreement).

(3) The relevant particulars to be notified under subsection (2) are—

(a) the number of shares (if any) comprised in the target company's relevant share capital in which the person giving the notification would be required to state his interest if he were under the duty of disclosure with respect to that interest (apart from the agreement) immediately after the time when the duty to give notification under subsection (2) arose; and

(b) the relevant particulars with respect to the registered ownership of those shares, so far as known to him at the date of the notification.

(4) A person who is subject to the requirements of this section is also under a duty to notify every other party to the agreement, in writing-

(a) of any relevant particulars with respect to the registered ownership of any shares comprised in relevant share capital of the target company in which he is interested apart from the agreement; and

(b) of any change in those particulars,

of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he becomes subject to any further duty to give a notification under subsection (2) with respect to his interest in shares comprised in that share capital.

(5) The reference in subsection (4) to an interest notification date, in relation to a person's interest in shares comprised in the target company's relevant share capital, is to

(a) the date of any notification given by him with respect to his interest under subsection (2); or

(b) where he has failed to give that notification, the date on which the period allowed by this section for giving the notification came to an end.

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