1988 Ed.]
Securities (Disclosure of Interests)
[CAP. 396
39
Regulations
534 The Governor in Council may make regulations-
(a) prescribing anything by this Ordinance required or permitted to be
prescribed by regulations; or
(b) generally for the better carrying out of this Ordinance.
(2)
Forms
54. The Commission may, by notice in the Gazette, specify forms to be used for the purposes of this Ordinance.
[ss. 28, 29, 30, 31 & 34]
(
of
1.
SCHEDULE
PROVISIONS SUPPLEMENTING AND INTERPRETING SECTIONS 28 to 31
PART I
Rules for interpretation of the sections
(1) A reference to an interest in shares or debentures is to be read as including any interest of any kind whatsoever in shares or debentures.
(2) Accordingly, there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
2. Where property is held on trust and any interest in shares or debentures is comprised in the property, any beneficiary of the trust who (apart from this paragraph) does not have an interest in the shares or debentures is to be taken as having such an interest; but this paragraph is without prejudice to the following provisions of this Part of this Schedule.
3. (1) A person is taken to have an interest in shares or debentures if-
(a) he enters into a contract for their purchase by him (whether for cash or other consideration); or
(b) not being the registered holder, he is entitled to exercise any right conferred by the holding
of the shares or debentures, or is entitled to control the exercise of any such right.
(2) For purposes of sub-paragraph (1)(b), a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares or debentures if he-
(a) has a right (whether subject to conditions or not) the exercise of which would make him so
entitled; or
(b) is under an obligation (whether or not so subject) the fulfilment of which would make him
so entitled,
(3) A person is not by virtue of sub-paragraph (1)(b) taken to be interested in shares or debentures by reason only that he-
(a) has been appointed a proxy to vote at a specified meeting of a listed company or of any
class of its members and at any adjournment of that meeting; or
(b) has been appointed by a corporation to act as its representative at any meeting of a listed
company or of any class of its members.
4. A person is taken to be interested in shares or debentures 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.
5.
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 paragraph 4(b), the effective voting power is taken to be exercisable by that person.
Page 40
Page 41
1988 Ed.]
Securities (Disclosure of Interests)
[CAP. 396
39
Regulations
534 The Governor in Council may make regulations-
(a) prescribing anything by this Ordinance required or permitted to be
prescribed by regulations; or
(b) generally for the better carrying out of this Ordinance.
(2)
Forms
54. The Commission may, by notice in the Gazette, specify forms to be used for the purposes of this Ordinance.
[ss. 28, 29, 30, 31 & 34)
(
of
1.
SCHEDULE
PROVISIONS SUPPLEMENTING AND INTERPRETING SECTIONS 28 to 31
PART I
Rules for interpretation of the sections
(1) A reference to an interest in shares or debentures is to be read as including any interest any kind whatsoever in shares or debentures.
(2) Accordingly, there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
2. Where property is held on trust and any interest in shares or debentures is comprised in the property, any beneficiary of the trust who (apart from this paragraph) does not have an interest in the shares or debentures is to be taken as having such an interest; but this paragraph is without prejudice to the following provisions of this Part of this Schedule.
3. (1) A person is taken to have an interest in shares or debentures if-
(a) he enters into a contract for their purchase by him (whether for cash or other considera-
tion); or
(b) not being the registered holder, he is entitled to exercise any right conferred by the holding
of the shares or debentures, or is entitled to control the exercise of any such right.
(2) For purposes of sub-paragraph (1)(b), a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares or debentures if he-
(a) has a right (whether subject to conditions or not) the exercise of which would make him so
entitled; or
(b) is under an obligation (whether or not so subject) the fulfilment of which would make him
so entitled,
(3) A person is not by virtue of sub-paragraph (1)(b) taken to be interested in shares or deben- tures by reason only that he-
(a) has been appointed a proxy to vote at a specified meeting of a listed company or of any
class of its members and at any adjournment of that meeting; or
(b) has been appointed by a corporation to act as its representative at any meeting of a listed
company or of any class of its members.
4. A person is taken to be interested in shares or debentures 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.
5.
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 paragraph 4(b), the effective voting power is taken to be exercisable by that person.
Page 40Page 41
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