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In force since 2026-07-16, as the publisher states.
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Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
sha256 c53bc69d455b5572a3f235d35f360e9245ded2cf24251273c7c73fce98756998
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(1) Schedule 15 to this Act makes minor and consequential amendments in connection with the provision made by this Part. (2) In that Schedule– Part 1 contains amendments of the Financial Services and Markets Act 2000 (c. 8); Part 2 contains amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).
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Propose a change(1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (grants to bodies concerned with accounting standards etc) is amended as follows. (2) In subsection (2) (matters carried on by bodies eligible for grants) for paragraph (l) substitute— (l) issuing standards to be applied in actuarial work; (m) issuing standards in respect of matters to be contained in reports or other communications required to be produced or made by actuaries or in accordance with standards within paragraph (l); (n) investigating departures from standards within paragraph (l) or (m); (o) taking steps to secure compliance with standards within paragraph (l) or (m); (p) carrying out investigations into public interest cases arising in connection with the performance of actuarial functions by members of professional actuarial bodies; (q) holding disciplinary hearings relating to members of professional actuarial bodies following the conclusion of investigations within paragraph (p); (r) deciding whether (and, if so, what) disciplinary action should be taken against members of professional actuarial bodies to whom hearings within paragraph (q) related; (s) supervising the exercise by professional actuarial bodies of regulatory functions in relation to their members; (t) overseeing or directing any of the matters mentioned above. . (3) In subsection (5) (definitions) at the appropriate places insert— “professional actuarial body” means— (a) the Institute of Actuaries, or (b) the Faculty of Actuaries in Scotland, and the “members” of a professional actuarial body include persons who, although not members of the body, are subject to its rules in performing actuarial functions; “regulatory functions”, in relation to professional actuarial bodies, means any of the following— (a) investigatory or disciplinary functions exercised by such bodies in relation to the performance by their members of actuarial functions, (b) the setting by such bodies of standards in relation to the performance by their members of actuarial functions, and (c) the determining by such bodies of requirements in relation to the education and training of their members; .
Propose a change(1) Section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (levy to pay expenses of bodies concerned with accounting standards etc) is amended in accordance with subsections (2) to (5). (2) In subsection (3)(a) after “to which” insert “ , or persons within subsection (3A) to whom, ”. (3) After subsection (3) insert— (3A) The following persons are within this subsection— (a) the administrators of a public service pension scheme (within the meaning of section 1 of the Pension Schemes Act 1993); (b) the trustees or managers of an occupational or personal pension scheme (within the meaning of that section). . (4) After subsection (4)(b) insert— (c) make different provision for different cases. . (5) After subsection (12) insert— (13) If a draft of any regulations to which subsection (10) applies would, apart from this subsection, be treated for the purposes of the standing orders of either House of Parliament as a hybrid instrument, it is to proceed in that House as if it were not such an instrument. . (6) The above amendments have effect in relation to any exercise of the power to make regulations under section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 after this section comes into force, regardless of when the expenses to be met by the levy in respect of which the regulations are made were incurred. (7) In Schedule 3 to the Pensions Act 2004 (c. 35) (disclosure of information held by the Pensions Regulator), in the entry relating to the Secretary of State, in the second column, for “or” at the end of paragraph (g) substitute— (ga) Section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (levy to pay expenses of bodies concerned with accounting standards, actuarial standards etc), or .
Propose a change(1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (grants to bodies concerned with accounting standards etc) is amended as follows. (2) For subsection (6) (application of section to Scotland) substitute— (6) In their application to Scotland, subsection (2)(a) to (t) are to be read as referring only to matters provision relating to which would be outside the legislative competence of the Scottish Parliament. . (3) In subsection (2) in paragraph (c), after “1985 (c. 6)” insert “ or the 1986 Order ”. (4) In subsection (5)— (a) in the definition of “company” after “1985 (c. 6)” insert “ or the 1986 Order ”, (b) in the definition of “subsidiary” after “1985” insert “ or Article 4 of the 1986 Order ”, and (c) after that definition insert— “the 1986 Order” means the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)). . (5) In section 66 of that Act (extent), in subsection (2) (provisions extending to Northern Ireland, as well as England and Wales and Scotland) for “17” substitute “ 16 to 18 ”.
Propose a change(1) The Treasury or the Secretary of State may make provision by regulations requiring institutions to which this section applies to provide information about the exercise of voting rights attached to shares to which this section applies. (2) This power is exercisable in accordance with— section 1278 (institutions to which information provisions apply), section 1279 (shares to which information provisions apply), and section 1280 (obligations with respect to provision of information). (3) In this section and the sections mentioned above— (a) references to a person acting on behalf of an institution include— (i) any person to whom authority has been delegated by the institution to take decisions as to any matter relevant to the subject matter of the regulations, and (ii) such other persons as may be specified; and (b) “specified” means specified in the regulations. (4) The obligation imposed by regulations under this section is enforceable by civil proceedings brought by— (a) any person to whom the information should have been provided, or (b) a specified regulatory authority. (5) Regulations under this section may make different provision for different descriptions of institution, different descriptions of shares and for other different circumstances. (6) Regulations under this section are subject to affirmative resolution procedure.
Propose a change(1) The institutions to which section 1277 applies are— (a) unit trust schemes within the meaning of the Financial Services and Markets Act 2000 (c. 8) in respect of which an order is in force under section 243 of that Act; (b) open-ended investment companies incorporated by virtue of regulations under section 262 of that Act; (c) companies approved for the purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010(investment trusts); (d) pension schemes as defined in section 1(5) of the Pension Schemes Act 1993 (c. 48) or the Pension Schemes (Northern Ireland) Act 1993 (c. 49); (e) undertakings authorised under the Financial Services and Markets Act 2000 to carry on long-term insurance business (that is, the activity of effecting or carrying out contracts of long-term insurance within the meaning of the Financial Services and Markets (Regulated Activities) Order 2001 (S.I. 2001/544); (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) Regulations under that section may— (a) provide that the section applies to other descriptions of institution; (b) provide that the section does not apply to a specified description of institution. (3) The regulations must specify by whom, in the case of any description of institution, the duty imposed by the regulations is to be fulfilled.
Propose a change(1) The shares to which section 1277 applies are shares— (a) of a description traded on a specified market, and (b) in which the institution has, or is taken to have, an interest. Regulations under that section may provide that the section does not apply to shares of a specified description. (2) For this purpose an institution has an interest in shares if the shares, or a depositary certificate in respect of them, are held by it, or on its behalf. A “depositary certificate” means an instrument conferring rights (other than options)— (a) in respect of shares held by another person, and (b) the transfer of which may be effected without the consent of that person. (3) Where an institution has an interest— (a) in a specified description of collective investment scheme (within the meaning of the Financial Services and Markets Act 2000 (c. 8)), or (b) in any other specified description of scheme or collective investment vehicle, it is taken to have an interest in any shares in which that scheme or vehicle has or is taken to have an interest. (4) For this purpose a scheme or vehicle is taken to have an interest in shares if it would be regarded as having such an interest in accordance with subsection (2) if it was an institution to which section 1277 applied.
Propose a change(1) Regulations under section 1277 may require the provision of specified information about— (a) the exercise or non-exercise of voting rights by the institution or any person acting on its behalf, (b) any instructions given by the institution or any person acting on its behalf as to the exercise or non-exercise of voting rights, and (c) any delegation by the institution or any person acting on its behalf of any functions in relation to the exercise or non-exercise of voting rights or the giving of such instructions. (2) The regulations may require information to be provided in respect of specified occasions or specified periods. (3) Where instructions are given to act on the recommendations or advice of another person, the regulations may require the provision of information about what recommendations or advice were given. (4) The regulations may require information to be provided— (a) in such manner as may be specified, and (b) to such persons as may be specified, or to the public, or both. (5) The regulations may provide— (a) that an institution may discharge its obligations under the regulations by referring to information disclosed by a person acting on its behalf, and (b) that in such a case it is sufficient, where that other person acts on behalf of more than one institution, that the reference is to information given in aggregated form, that is— (i) relating to the exercise or non-exercise by that person of voting rights on behalf of more than one institution, or (ii) relating to the instructions given by that person in respect of the exercise or non-exercise of voting rights on behalf of more than one institution, or (iii) relating to the delegation by that person of functions in relation to the exercise or non-exercise of voting rights, or the giving of instructions in respect of the exercise or non-exercise of voting rights, on behalf of more than one institution. (6) References in this section to instructions are to instructions of any description, whether general or specific, whether binding or not and whether or not acted upon.
Propose a changeIn Part 9 of the Enterprise Act 2002 (c. 40) (information), after section 241 insert— Civil proceedings 241A (1) A public authority which holds prescribed information to which section 237 applies may disclose that information to any person— (a) for the purposes of, or in connection with, prescribed civil proceedings (including prospective proceedings) in the United Kingdom or elsewhere, or (b) for the purposes of obtaining legal advice in relation to such proceedings, or (c) otherwise for the purposes of establishing, enforcing or defending legal rights that are or may be the subject of such proceedings. (2) Subsection (1) does not apply to— (a) information which comes to a public authority in connection with an investigation under Part 4, 5 or 6 of the 1973 Act or under section 11 of the Competition Act 1980; (b) competition information within the meaning of section 351 of the Financial Services and Markets Act 2000; (c) information which comes to a public authority in connection with an investigation under Part 3 or 4 or section 174 of this Act; (d) information which comes to a public authority in connection with an investigation under the Competition Act 1998 (c. 41). (3) In subsection (1) “prescribed” means prescribed by order of the Secretary of State. (4) An order under this section— (a) may prescribe information, or civil proceedings, for the purposes of this section by reference to such factors as appear to the Secretary of State to be appropriate; (b) may prescribe for the purposes of this section all information, or civil proceedings, or all information or civil proceedings not falling within one or more specified exceptions; (c) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. (5) Information disclosed under this section must not be used by the person to whom it is disclosed for any purpose other than those specified in subsection (1). .
Propose a change(1) In Chapter 8 of Part 4 of the Insolvency Act 1986 (c. 45) (winding up of companies: provisions of general application), before section 176A (under the heading “Property subject to floating charge”) insert— Payment of expenses of winding up (England and Wales) 176ZA (1) The expenses of winding up in England and Wales, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over any claims to property comprised in or subject to any floating charge created by the company and shall be paid out of any such property accordingly. (2) In subsection (1)— (a) the reference to assets of the company available for payment of general creditors does not include any amount made available under section 176A(2)(a); (b) the reference to claims to property comprised in or subject to a floating charge is to the claims of— (i) the holders of debentures secured by, or holders of, the floating charge, and (ii) any preferential creditors entitled to be paid out of that property in priority to them. (3) Provision may be made by rules restricting the application of subsection (1), in such circumstances as may be prescribed, to expenses authorised or approved— (a) by the holders of debentures secured by, or holders of, the floating charge and by any preferential creditors entitled to be paid in priority to them, or (b) by the court. (4) References in this section to the expenses of the winding up are to all expenses properly incurred in the winding up, including the remuneration of the liquidator. . (2) In Chapter 8 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (winding up of companies: provisions of general application), before Article 150A (under the heading “Property subject to floating charge”) insert— Payment of expenses of winding up 150ZA (1) The expenses of winding up, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over any claims to property comprised in or subject to any floating charge created by the company and shall be paid out of any such property accordingly. (2) In paragraph (1)— (a) the reference to assets of the company available for payment of general creditors does not include any amount made available under Article 150A(2)(a); (b) the reference to claims to property comprised in or subject to a floating charge is to the claims of— (i) the holders of debentures secured by, or holders of, the floating charge, and (ii) any preferential creditors entitled to be paid out of that property in priority to them. (3) Provision may be made by rules restricting the application of paragraph (1), in such circumstances as may be prescribed, to expenses authorised or approved— (a) by the holders of debentures secured by, or holders of, the floating charge and by any preferential creditors entitled to be paid in priority to them, or (b) by the Court. (4) References in this Article to the expenses of the winding up are to all expenses properly incurred in the winding up, including the remuneration of the liquidator. .
Propose a changeIn paragraph 3(1) of Schedule 3 to the Commonhold and Leasehold Reform Act 2002 (c. 15) (alteration of memorandum or articles by commonhold association to be of no effect until altered version registered with Land Registry) for “An alteration of the memorandum or articles of association” substitute “ Where a commonhold association alters its memorandum or articles at a time when the land specified in its memorandum is commonhold land, the alteration ”.
Propose a change(1) The Companies Acts as defined by this Act (see section 2) extend to Northern Ireland. (2) The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)) and Part 3 of the Companies (Audit, Investigations and Community Enterprise) Order 2005 (S.I. 2005/1967 (N.I. 17)) shall cease to have effect accordingly.
Propose a change(1) The enactments in force in Great Britain relating to UK Societas extend to Northern Ireland. (2) The following enactments shall cease to have effect accordingly— (a) the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (SR 2004/417), and (b) the European Public Limited-Liability Company (Fees) Regulations (Northern Ireland) 2004 (SR 2004/418). (3) In this section “UK Societas” means a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company.
Propose a change(1) The enactments in force in Great Britain relating to— (a) limited liability partnerships, (b) limited partnerships, (c) open-ended investment companies, ... (d) European Economic Interest Groupings, and (e) UK Economic Interest Groupings, extend to Northern Ireland. (2) The following enactments shall cease to have effect accordingly— (a) the Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N. I.)); (b) the Limited Partnerships Act 1907 (c. 24) as it formerly had effect in Northern Ireland; (c) the Open-Ended Investment Companies Act (Northern Ireland) 2002 (c. 13 (N.I.)); (d) the European Economic Interest Groupings Regulations (Northern Ireland) 1989 (SR 1989/216).
Propose a change(1) The provisions of Part 41 of this Act (business names) extend to Northern Ireland. (2) The Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7)) shall cease to have effect accordingly.
Propose a changeExcept as otherwise provided, regulations and orders under this Act shall be made by statutory instrument.
Propose a changeWhere regulations or orders under this Act are subject to “negative resolution procedure” the statutory instrument containing the regulations or order shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Propose a changeWhere regulations or orders under this Act are subject to “affirmative resolution procedure” the regulations or order must not be made unless a draft of the statutory instrument containing them has been laid before Parliament and approved by a resolution of each House of Parliament.
Propose a change(1) Regulations or orders under this Act that are subject to “approval after being made”— (a) must be laid before Parliament after being made, and (b) cease to have effect at the end of 28 days beginning with the day on which they were made unless during that period they are approved by resolution of each House. (2) In reckoning the period of 28 days no account shall be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than four days. (3) The regulations or order ceasing to have effect does not affect— (a) anything previously done under them or it, or (b) the making of new regulations or a new order.
Propose a change(1) Regulations or orders under this Act may— (a) make different provision for different cases or circumstances, (b) include supplementary, incidental and consequential provision, and (c) make transitional provision and savings. (2) Any provision that may be made by regulations under this Act may be made by order; and any provision that may be made by order under this Act may be made by regulations. (3) Any provision that may be made by regulations or order under this Act for which no Parliamentary procedure is prescribed may be made by regulations or order subject to negative or affirmative resolution procedure. (4) Any provision that may be made by regulations or order under this Act subject to negative resolution procedure may be made by regulations or order subject to affirmative resolution procedure.
Propose a changeIn this Act, except in section 796, references to the Bank of England do not include the Bank acting in its capacity as the Prudential Regulation Authority.
Propose a changeIn this Act, unless the context otherwise requires, “enactment” includes— (a) an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30), (aa) an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales, (b) an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and (c) an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.
Propose a change(1) The Secretary of State or the Treasury may by order make such provision amending, repealing or revoking any enactment to which this section applies as they consider necessary or expedient in consequence of any provision made by or under this Act. (2) This section applies to— (a) any enactment passed or made before the passing of this Act, (b) any enactment contained in this Act or in subordinate legislation made under it, and (c) any enactment passed or made before the end of the session after that in which this Act is passed. (3) Without prejudice to the generality of the power conferred by subsection (1), orders under this section may— (a) make provision extending to other forms of organisation any provision made by or under this Act in relation to companies, or (b) make provision corresponding to that made by or under this Act in relation to companies, in either case with such adaptations or other modifications as appear to the Secretary of State or the Treasury to be necessary or expedient. (4) The references in subsection (3) to provision made by this Act include provision conferring power to make provision by regulations, orders or other subordinate legislation. (5) Amendments and repeals made under this section are additional, and without prejudice, to those made by or under any other provision of this Act. (6) Orders under this section are subject to affirmative resolution procedure.
Propose a changeThe enactments specified in Schedule 16, which include enactments that are no longer of practical utility, are repealed to the extent specified.
Propose a change(1) The Secretary of State or the Treasury may by order make such transitional provision and savings as they consider necessary or expedient in connection with the commencement of any provision made by or under this Act. (2) An order may, in particular, make such adaptations of provisions brought into force as appear to be necessary or expedient in consequence of other provisions of this Act not yet having come into force. (3) Transitional provision and savings made under this section are additional, and without prejudice, to those made by or under any other provision of this Act. (4) Orders under this section are subject to negative resolution procedure.
Propose a change(1) This section applies where any provision of this Act re-enacts (with or without modification) an enactment repealed by this Act. (2) The repeal and re-enactment does not affect the continuity of the law. (3) Anything done (including subordinate legislation made), or having effect as if done, under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Act, if in force or effective immediately before the commencement of that corresponding provision, has effect thereafter as if done under or for the purposes of that corresponding provision. (4) Any reference (express or implied) in this Act or any other enactment, instrument or document to a provision of this Act shall be construed (so far as the context permits) as including, as respects times, circumstances or purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision. (5) Any reference (express or implied) in any enactment, instrument or document to a repealed provision shall be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Act has effect, as being or (according to the context) including a reference to the corresponding provision of this Act. (6) This section has effect subject to any specific transitional provision or saving contained in this Act. (7) References in this section to this Act include subordinate legislation made under this Act. (8) In this section “subordinate legislation” has the same meaning as in the Interpretation Act 1978 (c. 30).
Propose a changeThe short title of this Act is the Companies Act 2006.
Propose a changeExcept as otherwise provided (or the context otherwise requires), the provisions of this Act extend to the whole of the United Kingdom.
Propose a change(1) The following provisions come into force on the day this Act is passed— (a) Part 43 (transparency obligations and related matters), except the amendment in paragraph 11(2) of Schedule 15 of the definition of “regulated market” in Part 6 of the Financial Services and Markets Act 2000 (c. 8), (b) in Part 44 (miscellaneous provisions)— section 1274 (grants to bodies concerned with actuarial standards etc), and section 1276 (application of provisions to Scotland and Northern Ireland), (c) Part 46 (general supplementary provisions), except section 1295 and Schedule 16 (repeals), and (d) this Part. (2) The other provisions of this Act come into force on such day as may be appointed by order of the Secretary of State or the Treasury.
Propose a changeSections 254 and 255 Introduction 1 (1) The provisions of this Schedule have effect for the interpretation of references in sections 254 and 255 (directors connected with or controlling a body corporate) to an interest in shares or debentures. (2) The provisions are expressed in relation to shares but apply to debentures as they apply to shares. General provisions 2 (1) A reference to an interest in shares includes any interest of any kind whatsoever in shares. (2) Any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded. (3) It is immaterial that the shares in which a person has an interest are not identifiable. (4) Persons having a joint interest in shares are deemed each of them to have that interest. Rights to acquire shares 3 (1) A person is taken to have an interest in shares if he enters into a contract to acquire them. (2) A person is taken to have an interest in shares if— (a) he has a right to call for delivery of the shares to himself or to his order, or (b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares, whether the right or obligation is conditional or absolute. (3) Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph (2) to be rights to acquire or obligations to take an interest in shares. (4) A person ceases to have an interest in shares by virtue of this paragraph— (a) on the shares being delivered to another person at his order— (i) in fulfilment of a contract for their acquisition by him, or (ii) in satisfaction of a right of his to call for their delivery; (b) on a failure to deliver the shares in accordance with the terms of such a contract or on which such a right falls to be satisfied; (c) on the lapse of his right to call for the delivery of shares. Right to exercise or control exercise of rights 4 (1) A person is taken to have an interest in shares if, not being the registered holder, he is entitled— (a) to exercise any right conferred by the holding of the shares, or (b) to control the exercise of any such right. (2) For this purpose a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares 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 this paragraph taken to be interested in shares by reason only that— (a) he has been appointed a proxy to exercise any of the rights attached to the shares, or (b) he has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members. Bodies corporate 5 (1) A person is taken to be interested in shares if a body corporate is interested in them and— (a) the body corporate 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 more than one-half of the voting power at general meetings of the body corporate. (2) For the purposes of sub-paragraph (1)(b) where— (a) a person is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of a body corporate, and (b) that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate, the voting power mentioned in paragraph (b) above is taken to be exercisable by that person. Trusts 6 (1) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is taken to have an interest in shares, subject as follows. (2) So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares, an interest in the shares in reversion or remainder or (as regards Scotland) in fee shall be disregarded. (3) A person is treated as not interested in shares if and so long as he holds them— (a) under the law in force in any part of the United Kingdom, as a bare trustee or as a custodian trustee, or (b) under the law in force in Scotland, as a simple trustee. (4) There shall be disregarded any interest of a person subsisting by virtue of— (a) an authorised unit trust scheme (within the meaning of section 237 of the Financial Services and Markets Act 2000 (c. 8)); (b) a scheme made under section 22 or 22A of the Charities Act 1960 (c. 58), section 25 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.)) , section 24 or 25 of the Charities Act 1993 or section 96 or 100 of the Charities Act 2011, section 11 of the Trustee Investments Act 1961 (c. 62) or section 42 of the Administration of Justice Act 1982 (c. 53); or (c) the scheme set out in the Schedule to the Church Funds Investment Measure 1958 (1958 No. 1). (5) There shall be disregarded any interest— (a) of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares held by them; (b) of any other person in shares held by those Trustees or that Trust otherwise than as simple trustees. “The Church of Scotland General Trustees” are the body incorporated by the order confirmed by the Church of Scotland (General Trustees) Order Confirmation Act 1921 (1921 c. xxv), and “the Church of Scotland Trust” is the body incorporated by the order confirmed by the Church of Scotland Trust Order Confirmation Act 1932 (1932 c. xxi).
Propose a changeSection 790C PART 1 The specified conditions Introduction 1 This Part of this Schedule specifies the conditions at least one of which must be met by an individual (“X”) in relation to a company (“company Y”) in order for the individual to be a person with “significant control” over the company. Ownership of shares 2 The first condition is that X holds, directly or indirectly, more than 25% of the shares in company Y. Ownership of voting rights 3 The second condition is that X holds, directly or indirectly, more than 25% of the voting rights in company Y. Ownership of right to appoint or remove directors 4 The third condition is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of company Y. Significant influence or control 5 The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over company Y. Trusts, partnerships etc 6 The fifth condition is that— (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to company Y, or would do so if they were individuals, and (b) X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm. PART 2 Holding an interest in a company etc Introduction 7 This Part of this Schedule specifies the circumstances in which, for the purposes of section 790C(4) or (8)— (a) a person (“V”) is to be regarded as holding an interest in a company (“company W”); (b) an interest held by V in company W is to be regarded as held through a legal entity. Holding an interest 8 (1) V holds an interest in company W if— (a) V holds shares in company W, directly or indirectly, (b) V holds, directly or indirectly, voting rights in company W, (c) V holds, directly or indirectly, the right to appoint or remove any member of the board of directors of company W, (d) V has the right to exercise, or actually exercises, significant influence or control over company W, or (e) sub-paragraph (2) is satisfied. (2) This sub-paragraph is satisfied where— (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person hold an interest in company W in a way mentioned in sub-paragraph (1)(a) to (d), and (b) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm. Interests held through a legal entity 9 (1) This paragraph applies where V— (a) holds an interest in company W by virtue of indirectly holding shares or a right, and (b) does so by virtue of having a majority stake (see paragraph 18) in— (i) a legal entity (“L”) which holds the shares or right directly, or (ii) a legal entity that is part of a chain of legal entities such as is described in paragraph 18(1)(b) or (2)(b) that includes L. (2) Where this paragraph applies, V holds the interest in company W— (a) through L, and (b) through each other legal entity in the chain mentioned in sub-paragraph (1)(b)(ii). PART 3 Supplementary provision Introduction 10 This Part sets out rules for the interpretation of this Schedule. Joint interests 11 If two or more persons each hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right. Joint arrangements 12 (1) If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them. (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement. (3) “Arrangement” has the meaning given by paragraph 21. Calculating shareholdings 13 (1) In relation to a legal entity that has a share capital, a reference to holding “more than 25% of the shares” in that entity is to holding shares comprised in the issued share capital of that entity of a nominal value exceeding (in aggregate) 25% of that share capital. (2) In relation to a legal entity that does not have a share capital— (a) a reference to holding shares in that entity is to holding a right to share in the capital or, as the case may be, profits of that entity; (b) a reference to holding “more than 25% of the shares” in that entity is to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that entity. Voting rights 14 (1) A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters. (2) In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights— (a) a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company; (b) a reference to exercising more than 25% of the voting rights in the entity is to be read as a reference to exercising the right under the constitution of the entity to block changes to the overall policy of the entity or to the terms of its constitution. 15 In applying this Schedule, the voting rights in a legal entity are to be reduced by any rights held by the entity itself. Rights to appoint or remove members of the board 16 A reference to the right to appoint or remove a majority of the board of directors of a legal entity is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters. 17 References to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity. Shares or rights held “indirectly” 18 (1) A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity— (a) holds the share in question, or (b) is part of a chain of legal entities— (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and (ii) the last of which holds the share. (2) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity— (a) holds that right, or (b) is part of a chain of legal entities— (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and (ii) the last of which holds that right. (3) For these purposes, A has a “majority stake” in B if— (a) A holds a majority of the voting rights in B, (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B, (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or (d) A has the right to exercise, or actually exercises, dominant influence or control over B. (4) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if— (a) a person's appointment as director follows necessarily from that person's appointment as director of the legal entity, or (b) the directorship is held by the legal entity itself. Shares held by nominees 19 A share held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee). Rights treated as held by person who controls their exercise 20 (1) Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it). (2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only— (a) by that person, (b) in accordance with that person's directions or instructions, or (c) with that person's consent or concurrence. 21 (1) “Arrangement” includes— (a) any scheme, agreement or understanding, whether or not it is legally enforceable, and (b) any convention, custom or practice of any kind. (2) But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise). Rights exercisable only in certain circumstances etc 22 (1) Rights that are exercisable only in certain circumstances are to be taken into account only— (a) when the circumstances have arisen, and for so long as they continue to obtain, or (b) when the circumstances are within the control of the person having the rights. (2) But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings. (3) “Relevant insolvency proceedings” means— (a) administration within the meaning of the Insolvency Act 1986, (b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or (c) proceedings under the insolvency law of another country or territory during which an entity's assets and affairs are subject to the control or supervision of a third party or creditor. (4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account. Rights attached to shares held by way of security 23 Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person— (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person's instructions, and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person's interests. Significant influence or control 24 (1) The Secretary of State must issue guidance about the meaning of “significant influence or control” for the purposes of this Schedule. (2) Regard must be had to that guidance in interpreting references in this Schedule to “significant influence or control”. (3) Before issuing guidance under this paragraph the Secretary of State must lay a draft of it before Parliament. (4) If, within the 40-day period, either House of Parliament resolves not to approve the draft guidance, the Secretary of State must take no further steps in relation to it. (5) If no such resolution is made within that period, the Secretary of State must issue and publish the guidance in the form of the draft. (6) Sub-paragraph (4) does not prevent a new draft of proposed guidance from being laid before Parliament. (7) In this section “the 40-day period”, in relation to draft guidance, means the period of 40 days beginning with the day on which the draft is laid before Parliament (or, if it is not laid before each House on the same day, the later of the days on which it is laid). (8) In calculating the 40-day period, no account is to be taken of any period during which— (a) Parliament is dissolved or prorogued, or (b) both Houses are adjourned for more than 4 days. (9) The Secretary of State may revise guidance issued under this paragraph, and a reference in this paragraph to guidance includes a reference to revised guidance. Limited partnerships 25 (1) An individual does not meet the specified condition in paragraph 2, 3 or 4 in relation to a company by virtue only of being a limited partner. (2) An individual does not meet the specified condition in paragraph 2, 3 or 4 in relation to a company by virtue only of, directly or indirectly— (a) holding shares, or (b) holding a right, in or in relation to a limited partner which (in its capacity as such) would meet the condition if it were an individual. (3) Sub-paragraphs (1) and (2) do not apply for the purposes of determining whether the requirement set out in paragraph (a) of the specified condition in paragraph 6 is met. (4) In this paragraph “ limited partner ” means— (a) a limited partner in a limited partnership registered under the Limited Partnerships Act 1907 (other than one who takes part in the management of the partnership business), or (b) a foreign limited partner. (5) In this paragraph “ foreign limited partner ” means an individual who— (a) participates in arrangements established under the law of a country or territory outside the United Kingdom, and (b) has the characteristics prescribed by regulations made by the Secretary of State. (6) Regulations under this paragraph may, in particular, prescribe characteristics by reference to— (a) the nature of arrangements; (b) the nature of an individual's participation in the arrangements. (7) Regulations under this paragraph are subject to affirmative resolution procedure. PART 4 Power to amend thresholds etc 26 (1) The Secretary of State may by regulations amend this Schedule for a permitted purpose. (2) The permitted purposes are— (a) to replace any or all references in this Schedule to a percentage figure with references to some other (larger or smaller) percentage figure; (b) to change or supplement the specified conditions in Part 1 of this Schedule so as to include circumstances (for example, circumstances involving more complex structures) that give individuals a level of control over company Y broadly similar to the level of control given by the other specified conditions; (c) in consequence of any provision made by virtue of paragraph (b), to change or supplement Part 2 of this Schedule so that circumstances specified in that Part in which a person is to be regarded as holding an interest in a company correspond to any of the specified conditions, or would do so but for the extent of the interest. (3) Regulations under this paragraph are subject to affirmative resolution procedure.
Propose a changeSection 790I Right to issue restrictions notice 1 (1) This paragraph applies if— (a) a notice under section 790D , 790DA, 790E or 790EA is served by a company on a person who has a relevant interest in the company, and (b) the person fails to comply with that notice within the time specified in it. (2) The company may give the person a notice under this paragraph (a “warning notice”) informing the person that it is proposing to issue the person with a notice (a “restrictions notice”) with respect to the relevant interest. (3) The company may issue the restrictions notice if, by the end of the period of one month beginning with the date on which the warning notice was given— (a) the person has not complied with the notice served under section 790D , 790DA, 790E or 790EA, and (b) the company has not been provided with a valid reason sufficient to justify the person's failure to comply with the notice served under that section. (4) A restrictions notice is issued on a person by sending the notice to the person. (5) The effect of a restrictions notice is set out in paragraph 3. (6) In deciding whether to issue a restrictions notice, the company must have regard to the effect of the notice on the rights of third parties in respect of the relevant interest. Relevant interests 2 (1) For the purposes of this Schedule, a person has a relevant interest in a company if the person— (a) holds any shares in the company, (b) holds any voting rights in the company, or (c) holds the right to appoint or remove any member of the board of directors of the company. (2) References to “the relevant interest” are to the shares or right in question. (3) Part 3 of Schedule 1A applies for the interpretation of sub-paragraph (1) save that, where the relevant interest is by virtue of paragraph 19 or 20 of that Schedule treated for the purposes of that Schedule as held by a person other than the person who in fact holds the interest, both the holder and the other person are to be regarded for the purposes of this Schedule as having the relevant interest. Effect of restrictions notice 3 (1) The effect of a restrictions notice issued under paragraph 1 with respect to a relevant interest is as follows— (a) any transfer of the interest is void, (b) no rights are exercisable in respect of the interest, (c) no shares may be issued in right of the interest or in pursuance of an offer made to the interest-holder, (d) except in a liquidation, no payment may be made of sums due from the company in respect of the interest, whether in respect of capital or otherwise. (2) An agreement to transfer an interest that is subject to the restriction in sub-paragraph (1)(a) is void. (3) Sub-paragraph (2) does not apply to an agreement to transfer the interest on the making of an order under paragraph 8 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer). (4) An agreement to transfer any associated right (otherwise than in a liquidation) is void. (5) Sub-paragraph (4) does not apply to an agreement to transfer any such right on the making of an order under paragraph 8 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer). (6) An “ associated right ”, in relation to a relevant interest, is— (a) a right to be issued with any shares issued in right of the relevant interest, or (b) a right to receive payment of any sums due from the company in respect of the relevant interest. (7) The provisions of this section are subject to any directions given under paragraph 4. Protection of third party rights 4 (1) The court may give a direction under this paragraph if, on application by any person aggrieved, the court is satisfied that a restrictions notice issued by the company under paragraph 1 unfairly affects the rights of third parties in respect of the relevant interest. (2) The direction is given for the purpose of protecting those third party rights. (3) The direction is a direction that certain acts will not constitute a breach of the restrictions placed on the relevant interest by the restrictions notice. (4) An order containing a direction under this paragraph— (a) must specify the acts that will not constitute a breach of the restrictions, and (b) may confine the direction to cases where those acts are done by persons, or for purposes, described in the order. (5) The direction may be given subject to such terms as the court thinks fit. Breach of restrictions 5 (1) A person commits an offence if the person does anything listed in sub-paragraph (2) knowing that the interest is subject to restrictions. (2) The things are— (a) exercising or purporting to exercise any right to dispose of a relevant interest, (b) exercising or purporting to exercise any right to dispose of any right to be issued with a relevant interest, or (c) voting in respect of a relevant interest (whether as holder of the interest or as proxy) or appointing a proxy to vote in respect of a relevant interest. (3) A person who has a relevant interest that the person knows to be subject to restrictions commits an offence if the person— (a) knows a person to be entitled (apart from the restrictions) to vote in respect of the interest, whether as holder or as proxy, (b) does not know the person to be aware of the fact that the interest is subject to restrictions, and (c) fails to notify the person of that fact. (4) A person commits an offence if the person— (a) either has a relevant interest that the person knows to be subject to restrictions or is entitled to an associated right, and (b) enters in that capacity into an agreement that is void by virtue of paragraph 3(2) or (4). (5) References in this Schedule to an interest being “subject to restrictions” are to an interest being subject to restrictions by virtue of a restrictions notice under paragraph 1. 6 If shares in a company are issued in contravention of a restriction imposed by virtue of a restrictions notice under paragraph 1, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. 7 (1) A person guilty of an offence under paragraph 5 or 6 is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction— (i) in England and Wales, to a fine, (ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum. (2) The provisions of those paragraphs are subject to any direction given under paragraph 4 or 8. Relaxation of restrictions 8 (1) An application may be made to the court for an order directing that the relevant interest cease to be subject to restrictions. (2) An application for an order under this paragraph may be made by the company in question or by any person aggrieved. (3) The court must not make an order under this paragraph unless— (a) it is satisfied that the information required by the notice served under section 790D , 790DA, 790E or 790EA has been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or (b) the relevant interest is to be transferred for valuable consideration and the court approves the transfer. (4) An order under this paragraph made by virtue of sub-paragraph (3)(b) may continue, in whole or in part, the restrictions mentioned in paragraph 3(1)(c) and (d) so far as they relate to a right acquired or offer made before the transfer. (5) Where any restrictions continue in force under sub-paragraph (4)— (a) an application may be made under this paragraph for an order directing that the relevant interest cease to be subject to those restrictions, and (b) sub-paragraph (3) does not apply in relation to the making of such an order. Orders for sale 9 (1) The court may order that the relevant interest subject to restrictions be sold subject to the court's approval as to the sale. (2) An application for an order under sub-paragraph (1) may only be made by the company in question. (3) If the court makes an order under this paragraph, it may make such further order relating to the sale or transfer of the interest as it thinks fit. (4) An application for an order under sub-paragraph (3) may be made— (a) by the company in question, (b) by the person appointed by or in pursuance of the order to effect the sale, or (c) by any person with an interest in the relevant interest. (5) On making an order under sub-paragraph (1) or (3), the court may order that the applicant's costs (in Scotland, expenses) be paid out of the proceeds of sale. 10 (1) If a relevant interest is sold in pursuance of an order under paragraph 9, the proceeds of the sale, less the costs of the sale, must be paid into court for the benefit of those who are beneficially interested in the relevant interest. (2) A person who is beneficially interested in the relevant interest may apply to the court for the whole or part of those proceeds to be paid to that person. (3) On such an application, the court must order the payment to the applicant of— (a) the whole of the proceeds of sale together with any interest on the proceeds, or (b) if another person was also beneficially interested in the relevant interest at the time of the sale, such proportion of the proceeds (and any interest) as the value of the applicant's interest bears to the total value of the relevant interest. (4) If the court has ordered under paragraph 9 that the costs (in Scotland, expenses) of an applicant under that paragraph are to be paid out of the proceeds of sale, the applicant is entitled to payment of those costs (or expenses) out of the proceeds before any person receives any part of the proceeds under this paragraph. Company's power to withdraw restrictions notice 11 A company that issues a person with a restrictions notice under paragraph 1 must by notice withdraw the restrictions notice if— (a) it is satisfied that there is a valid reason sufficient to justify the person's failure to comply with the notice served under section 790D , 790DA, 790E or 790EA, (b) the notice served under section 790D , 790DA, 790E or 790EA is complied with, or (c) it discovers that the rights of a third party in respect of the relevant interest are being unfairly affected by the restrictions notice. Supplementary provision 12 (1) The Secretary of State may by regulations make provision about the procedure to be followed by companies in issuing and withdrawing restrictions notices. (2) The regulations may in particular make provision about— (a) the form and content of warning notices and restrictions notices, and the manner in which they must be given, (b) the factors to be taken into account in deciding what counts as a “valid reason” sufficient to justify a person's failure to comply with a notice under section 790D , 790DA, 790E or 790EA, and (c) the effect of withdrawing a restrictions notice on matters that are pending with respect to the relevant interest when the notice is withdrawn. (3) Regulations under this paragraph are subject to negative resolution procedure. Offence of failing to comply with notices 13 (1) A person to whom a notice under section 790D, 790DA, 790E or 790EA is addressed commits an offence if the person fails, without reasonable excuse, to comply with the notice. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). Offence of failing to provide information 14 (1) A person commits an offence if the person fails, without reasonable excuse, to comply with a duty under section 790G, 790H or 790HA. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). False statements: basic offence 14A (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland, to a fine not exceeding level 5 on the standard scale; (c) in Northern Ireland, to a fine not exceeding level 5 on the standard scale. False statements: aggravated offence 14B (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, the person makes a statement that the person knows is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or to a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).
Propose a changeSection 943 PART 1 General principles 1. (1) All holders of the securities of an offeree company of the same class must be afforded equivalent treatment. (2) If a person acquires control of a company, the other holders of securities must be protected. 2. (1) The holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. (2) Where it advises the holders of securities, the board of directors of the offeree company must give its views on the effects of implementation of the takeover bid on— (a) employment, (b) conditions of employment, and (c) the locations of the company’s places of business. 3. The board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the takeover bid. 4. False markets must not be created in the securities of— (a) the offeree company, (b) if the offeror is a company, that company, or (c) any other company concerned by the takeover bid, in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted. 5. An offeror must announce a takeover bid only after— (a) ensuring that the offeror can fulfil in full any cash consideration, if such is offered, and (b) taking all reasonable measures to secure the implementation of any other type of consideration. 6. An offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities. PART2 Other provision Protection of minority shareholders, the mandatory takeover bid and the equitable price 7. (1) Rules must ensure that a person (“P”) is required to make a takeover bid (“a mandatory takeover bid”) where— (a) P, or any person acting in concert with P, has acquired securities in a company, and (b) the acquired securities, when added to any existing securities held by P or by persons acting in concert with P, directly or indirectly give P control of that company. (2) Rules must ensure that the mandatory takeover bid must be addressed at the earliest opportunity to all of the holders of those securities for all their holdings at the equitable price. (3) Rules must ensure that where control has been acquired following a voluntary takeover bid to all the holders of securities for all their holdings, the obligation referred to in sub-paragraph (1) to make a mandatory takeover bid no longer applies. 8. (1) For the purposes of paragraph 7, “the equitable price” is the highest price paid for the same securities by the offeror, or by persons acting in concert with the offeror, over a period, determined by rules, of not less than 6 and not more than 12 months before the mandatory takeover bid is announced. (2) Rules must ensure that if, after the mandatory takeover bid has been made public and before the offer closes for acceptance, the offeror or any person acting in concert with the offeror purchases securities at a price higher than the offer price, the offeror must increase the offer consideration so that it is not less than the highest price paid for the securities so acquired. (3) Rules may confer power on the Panel to adjust the equitable price in circumstances and in accordance with criteria that are clearly determined. (4) Rules must ensure that any decision by the Panel to adjust the equitable price must be substantiated and made public. 9. (1) Rules must ensure that the offeror may offer by way of consideration for the securities which are the subject of the mandatory takeover bid— (a) securities, (b) cash, or (c) a combination of both. (2) Rules must ensure that cash must be offered— (a) as an alternative where the consideration offered does not consist of liquid securities admitted to trading on a UK regulated market, and (b) at least as an alternative where the securities purchased for cash over a relevant period by the offeror or by persons acting in concert with the offeror, taken together, carry 5% or more of the voting rights in the offeree company. (3) “A relevant period” is a period— (a) beginning at the same time as the period determined in accordance with paragraph 8(1), and (b) ending when the offer closes for acceptance. (4) Rules may require that cash must be offered, at least as an alternative, in all cases. 10. Any rules that make provision to protect the interests of the holders of securities that goes beyond the provision referred to in paragraphs 7 to 9 must not hinder the normal course of a takeover bid. Information concerning takeover bids 11. (1) Rules must ensure that a decision to make a takeover bid must be made public without delay and the Panel must be informed of the bid. (2) Rules may require that the Panel is informed before such a decision is made public. (3) Rules must ensure that, as soon as the takeover bid has been made public, the boards of directors of the offeree company and of the offeror must inform— (a) the representatives of their respective employees, or (b) where there are no such representatives, the employees themselves. 12. (1) Rules must ensure that an offeror must draw up and make public in good time an offer document containing the information necessary to enable the holders of the offeree company’s securities to reach a properly informed decision on the takeover bid. (2) Rules must ensure that, before the offer document is made public, the offeror must provide a copy to the Panel. (3) Rules must ensure that, when the offer document is made public, the boards of directors of the offeree company and of the offeror must communicate it— (a) to the representatives of their respective employees, or (b) where there are no such representatives, to the employees themselves. (4) Rules must ensure that the offer document must state at least— (a) the terms of the takeover bid, (b) the identity of the offeror and, where the offeror is a company, the company’s type, name and registered office, (c) the securities or, where appropriate, the class or classes of securities for which the takeover bid is made, (d) the consideration offered for each security or class of securities and, in the case of a mandatory takeover bid, the method employed in determining it, with particulars of the way in which that consideration is to be paid, (e) the compensation offered for the rights which might be removed as a result of a company’s opting-in resolution under Chapter 2, with particulars of the way in which that compensation is to be paid and the method employed in determining it, (f) the maximum and minimum percentages or quantities of securities which the offeror undertakes to acquire, (g) details of any existing holdings of the offeror, and of any person acting in concert with the offeror, in the offeree company, (h) all the conditions to which the takeover bid is subject, (i) the offeror’s intentions with regard to the future business of the offeree company, (j) the offeror’s intentions with regard to the safeguarding of the jobs of the employees and management of the offeree company, including any material change in the conditions of employment, (k) the offeror’s strategic plans for the offeree company, and their likely repercussions on employment and the locations of the company’s places of business, (l) if the offeror is a company and in so far as it is affected by the takeover bid— (i) the offeror’s intentions with regard to its future business, (ii) the offeror’s intentions with regard to the safeguarding of the jobs of its employees and management, including any material change in the conditions of employment, and (iii) the offeror’s strategic plans for itself, and their likely repercussions on employment and the locations of its places of business, (m) the time allowed for acceptance of the takeover bid, (n) where the consideration offered includes securities of any kind, information concerning those securities, (o) information concerning the financing for the takeover bid, (p) the identity of persons acting in concert with the offeror or with the offeree company and, in the case of companies, the types, names, registered offices and relationships with the offeror and, where possible, with the offeree company, and (q) the national law which will govern contracts concluded between the offeror and the holders of the offeree company’s securities as a result of the takeover bid and the competent courts. Time allowed for acceptance 13. (1) Rules must ensure that, subject to any provision made in accordance with paragraph 14, the time allowed for the acceptance of a takeover bid must not be less than the period of two weeks nor more than the period of 10 weeks beginning with the day after the date of publication of the offer document. (2) Rules may provide that the maximum period allowed for acceptance of a takeover bid may be extended on the condition that the offeror gives at least two weeks’ notice of the offeror’s intention to close the takeover bid. 14. (1) Rules may contain provision changing the time allowed for the acceptance of a takeover bid in specific cases. (2) Rules may confer power on the Panel to grant a derogation from the time allowed for the acceptance of a takeover bid in order to allow the offeree company to call a general meeting of the company to consider the takeover bid. Disclosure 15. Rules must ensure that a takeover bid must be made public in such a way as to ensure market transparency and integrity for the securities of— (a) the offeree company, (b) if the offeror is a company, that company, or (c) any other company affected by the takeover bid, in particular in order to prevent the publication or dissemination of false or misleading information. 16. Rules must ensure that all information and documents required by provision made in accordance with paragraphs 11 and 12 must be disclosed in such a manner as to ensure that they are both readily and promptly available— (a) to the holders of securities admitted to trading on a UK regulated market who are located in the United Kingdom, and (b) to the representatives of the employees of the offeree company and of the offeror, or where there are no such representatives, to the employees themselves. Obligations of the board of directors of the offeree company 17. (1) Rules must ensure that, during the relevant period, the board of directors of the offeree company must obtain the prior authorisation of a general meeting of the company given for this purpose— (a) before taking any action, other than seeking alternative takeover bids, which may result in the frustration of the bid, and (b) in particular, before issuing any shares which may result in a lasting impediment to the offeror’s acquiring control of the offeree company. (2) “The relevant period”— (a) begins when the board of directors of the offeree company receives the information that a decision to make a takeover bid has been made public, or at such earlier stage as rules may determine, and (b) ends when the result of the bid is made public or the bid lapses. (3) Rules must ensure that, with regard to decisions taken before the beginning of the relevant period and not yet partly or fully implemented, a general meeting of the company must approve or confirm any decision— (a) which does not form part of the normal course of the company’s business, and (b) the implementation of which may result in the frustration of the takeover bid. (4) For the purposes of this paragraph, where a company has a two-tier board structure, “board of directors” means both the management board and the supervisory board. 18. (1) Rules must ensure that the board of directors of the offeree company must draw up and make public a document setting out its opinion of the takeover bid and the reasons for the opinion, including its views on— (a) the effects of implementation of the takeover bid on all the company’s interests and specifically employment, and (b) the offeror’s strategic plans for the offeree company and their likely repercussions on employment and the locations of the company’s places of business as set out in the offer document in accordance with paragraph 12(4)(k). (2) Rules must ensure that the board of directors of the offeree company must at the same time communicate that opinion— (a) to the representatives of its employees, or (b) where there are no such representatives, to the employees themselves. (3) Rules must ensure that, where the board of directors of the offeree company receives in good time a separate opinion from the representatives of its employees on the effects of the takeover bid on employment, that opinion must be appended to the document. Other rules applicable to the conduct of takeover bids 19. Rules must make provision governing the conduct of takeover bids which must address at least— (a) the lapsing of takeover bids, (b) the revision of takeover bids, (c) competing takeover bids, (d) the disclosure of the results of takeover bids, and (e) the irrevocability of takeover bids and the conditions permitted. Interpretation 20. (1) In this Schedule— “offer document” means a document required to be published by rules made in accordance with paragraph 12; “offeree company” means a company, the securities of which are the subject of a takeover bid; “offeror”, in relation to a takeover bid, means the person making the bid; “rules” means rules made by the Panel under section 943(1); “securities” means transferable securities carrying voting rights in a company; “takeover bid” means a public offer made to the holders of the securities of a company to acquire some or all of those securities, whether mandatory or voluntary, which follows or has as its objective the acquisition of control of that company, but does not include cases where the offer is made by the company itself; “voting rights” means rights to vote at general meetings of the company in question. (2) For the purposes of this Schedule, securities are of one class if the rights attached to them are in all respects uniform; and for that purpose the rights attached to securities are not regarded as different from those attached to other securities by reason only that they do not carry the same rights to dividends in the twelve months immediately following their allotment. (3) In this Schedule, “persons acting in concert” means persons who co-operate with the offeror or the offeree company on the basis of an agreement or understanding aimed at— (a) acquiring control of the offeree company, or (b) frustrating the successful outcome of a takeover bid. (4) For the purposes of this Schedule, where a person (“A”) is a subsidiary undertaking of another person (“B”) within the meaning of section 420 of the Financial Services and Markets Act 2000 (but disregarding subsections (2)(b) and (3) of that section, and subsections (2)(c) and (4)(b) of section 1162 of the Companies Act 2006)— (a) A is deemed to be acting in concert with B and with any other subsidiary undertakings of B, and (b) B and those subsidiary undertakings are deemed to be acting in concert with A. 21. (1) In this Schedule, other than in the listed provisions, “company” means a company that has securities admitted to trading on a UK regulated market. (2) The listed provisions are— paragraph 4(b) and (c); paragraph 12(4)(b), (l) and (p); paragraph 15(b) and (c). (3) Section 1 (meaning of “company”) does not apply for the purposes of the listed provisions.
Propose a changeSection 948 PART 1 SPECIFIED PERSONS (A) UNITED KINGDOM 1 The Secretary of State. 2 The Department of Enterprise, Trade and Investment for Northern Ireland. 3 The Treasury. 4 The Bank of England. 5 The Financial Conduct Authority. 6 The Commissioners for Her Majesty's Revenue and Customs. 7 The Lord Advocate. 8 The Director of Public Prosecutions. 9 The Director of Public Prosecutions for Northern Ireland. 10 A constable. 11 A procurator fiscal. 12 The Scottish Ministers. (B) JERSEY 1 The Minister for Economic Development. 2 The Minister for Treasury and Resources. 3 The Jersey Financial Services Commission. 4 The Comptroller of Income Tax. 5 The Agent of the Impôts. 6 Her Majesty's Attorney General for Jersey. 7 The Viscount. 8 A police officer (within the meaning of the Interpretation (Jersey) Law 1954: see Part 1 of the Schedule to that Law). (C) GUERNSEY 1 The Commerce and Employment Department. 2 The Treasury and Resources Department. 3 The Guernsey Financial Services Commission. 4 The Director of Income Tax. 5 The Chief Officer of Customs and Excise. 6 Her Majesty's Procureur. 7 A police officer (within the meaning of the Companies (Guernsey) Law 2008: see section 532 of that Law). (D) ISLE OF MAN 1 (1) The members and officers of each of the Departments constituted by section 1(1) of the Government Departments Act 1987 (an Act of Tynwald: c. 13). (2) In sub-paragraph (1) “ member ” has the same meaning as it has by virtue of section 7(1) of that Act. 2 The Treasury of the Isle of Man. 3 The Financial Supervision Commission of the Isle of Man. 4 Her Majesty's Attorney General of the Isle of Man. 5 A constable (within the meaning of the Interpretation Act 1976 (an Act of Tynwald: c. 11): see section 3 of that Act). PART 2 SPECIFIED DESCRIPTIONS OF DISCLOSURES (A) UNITED KINGDOM 1 A disclosure for the purpose of enabling or assisting a person authorised under section 457 of this Act (revision of defective accounts: persons authorised to apply to court) to exercise their functions. 2 A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 of the Companies Act 1985 (c. 6) (investigation of companies and their affairs, etc ) to exercise their functions. 3 A disclosure for the purpose of enabling or assisting a person authorised under section 447 of the Companies Act 1985 (power to require production of documents) or section 84 of the Companies Act 1989 (c. 40) (exercise of powers by officer etc ) to exercise their functions. 4 A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (c. 8) (general investigations) to conduct an investigation to exercise their functions. 5 A disclosure for the purpose of enabling or assisting a person appointed under section 168 of the Financial Services and Markets Act 2000 (investigations in particular cases) to conduct an investigation to exercise their functions. 6 A disclosure for the purpose of enabling or assisting a person appointed under section 169(1)(b) of the Financial Services and Markets Act 2000 (investigation in support of overseas regulator) to conduct an investigation to exercise their functions. 7 A disclosure for the purpose of enabling or assisting the body corporate responsible for administering the scheme referred to in section 225 of the Financial Services and Markets Act 2000 (the ombudsman scheme) to exercise its functions. 8 A disclosure for the purpose of enabling or assisting a person appointed under paragraph 4 or 5 of Schedule 17 to the Financial Services and Markets Act 2000 (the panel of ombudsmen or the Chief Ombudsman) to exercise their functions. 9 A disclosure for the purpose of enabling or assisting a person appointed under regulations made under section 262(1) and (2)(k) of the Financial Services and Markets Act 2000 (investigations into open-ended investment companies) to conduct an investigation to exercise their functions. 10 A disclosure for the purpose of enabling or assisting a person appointed under section 284 of the Financial Services and Markets Act 2000 (investigations into affairs of certain collective investment schemes) to conduct an investigation to exercise their functions. 11 A disclosure for the purpose of enabling or assisting the investigator appointed under section 84 of the Financial Services Act 2012 (arrangements for investigation of complaints) to exercise their functions. 12 A disclosure for the purpose of enabling or assisting a person appointed by the Treasury to hold an inquiry into matters relating to financial services (including an inquiry under section 69 of the Financial Services Act 2012) to exercise their functions. 13 A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following— (a) the Companies Acts; (b) the Insolvency Act 1986 (c. 45); (c) the Company Directors Disqualification Act 1986 (c. 46); (d) Part 3 (investigations and powers to obtain information) or 7 (financial markets and insolvency) of the Companies Act 1989 (c. 40); (e) Part 5 of the Criminal Justice Act 1993 (c. 36) (insider dealing); (f) the Financial Services and Markets Act 2000; (g) Part 42 of this Act (statutory auditors). 14 A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency. 15 A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency. 16 A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise their functions. 17 A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise their functions under the enactments relating to insolvency. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 A disclosure for the purpose of enabling or assisting a body that is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 (recognised professional bodies) to exercise its functions as such. 20 A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following— (a) the Pension Schemes Act 1993 (c. 48); (b) the Pensions Act 1995 (c. 26); (c) the Welfare Reform and Pensions Act 1999 (c. 30); (d) the Pensions Act 2004 (c. 35); (e) any enactment in force in Northern Ireland corresponding to any of those enactments. 21 A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part. 22 A disclosure for the purpose of enabling or assisting the Bank of England to exercise its functions. 23 A disclosure for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions. 24 A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd's (being organs constituted by or under the Lloyd's Act 1982 (c. xiv)) to exercise their functions under or by virtue of the Lloyd's Acts 1871 to 1982. 25 A disclosure for the purpose of enabling or assisting the Competition and Markets Authority to exercise its functions under any of the following— (a) the Fair Trading Act 1973 (c. 41); (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (d) the Competition Act 1980 (c. 21); (e) the Competition Act 1998 (c. 41); (f) the Financial Services and Markets Act 2000 (c. 8); (g) the Enterprise Act 2002 (c. 40); (h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (i) the Business Protection from Misleading Marketing Regulations 2008 (S.I. 2008/1276); (j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (k) Parts 3 and 4 of the Enterprise and Regulatory Reform Act 2013; (l) Schedule 3 to the Consumer Rights Act 2015 (m) the following provisions of the Digital Markets, Competition and Consumers Act 2024— (i) Part 3; (ii) Chapter 1 of Part 4; (iii) Chapter 2 of Part 5. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal. 28 A disclosure for the purpose of enabling or assisting an enforcer under Chapter 3 or 4 of Part 3 of the Digital Markets, Competition and Consumers Act 2024 (enforcement of consumer legislation) to exercise their functions under that Chapter. 29 A disclosure for the purpose of enabling or assisting the Charity Commission to exercise its functions. 30 A disclosure for the purpose of enabling or assisting the Attorney General to exercise their functions in connection with charities. 31 A disclosure for the purpose of enabling or assisting the Gambling Commission to exercise its functions under sections 5 to 10 and 15 of the National Lottery etc. Act 1993 (c. 39) (licensing and power of Secretary of State to require information). 32 A disclosure by the Gambling Commission to the Comptroller and Auditor General for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 (c. 44) into the economy, effectiveness and efficiency with which the Gambling Commission has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993. 33 A disclosure for the purposes of enabling or assisting a regulator under Schedule 3 to the Consumer Rights Act 2015 other than the Competition and Markets Authority to exercise its functions under that Schedule. 34 A disclosure for the purpose of enabling or assisting an enforcement authority under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to exercise its functions under those Regulations. 35 A disclosure for the purpose of enabling or assisting an enforcement authority under the Financial Services (Distance Marketing) Regulations 2004 ( S.I. 2004/2095) to exercise its functions under those Regulations. 36 A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 171(2) of the Digital Markets, Competition and Consumers Act 2024. 36A. A disclosure for the purpose of enabling or assisting the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979) to exercise its functions under the Estate Agents Act 1979. 37 A disclosure for the purpose of enabling or assisting the Financial Conduct Authority or the Prudential Regulation Authority to exercise its functions under any of the following— (a) the legislation relating to friendly societies ...; (aa) the Consumer Credit Act 1974; (ab) the Credit Unions Act 1979; (b) the Building Societies Act 1986 (c. 53); (c) Part 7 of the Companies Act 1989 (c. 40) (financial markets and insolvency); (d) the Financial Services and Markets Act 2000 (c. 8). (e) the Co-operative and Community Benefit Societies Act 2014. 38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions. 40 (1) A disclosure for the purpose of enabling or assisting a recognised investment exchange , a recognised clearing house or a recognised CSD to exercise its functions as such. (2) In sub-paragraph (1) “ recognised investment exchange ” , “recognised clearing house” and “recognised CSD” ” have the same meaning as in section 285 of the Financial Services and Markets Act 2000. 41 A disclosure for the purpose of enabling or assisting a person who is an operator of a relevant system for the purposes of the Uncertificated Securities Regulations 2001 (SI 2001/3755) to exercise their functions. 42 A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section. 43 A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000. 44 A disclosure for the purpose of enabling or assisting a body designated by order under section 1252 of this Act (delegation of functions of Secretary of State) to exercise its functions under Part 42 of this Act (statutory auditors). 45 A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body, within the meaning of Part 42 of this Act, to exercise its functions as such. 46 A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27). 47 A disclosure for the purpose of enabling or assisting a person authorised by the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 (c. 29) to exercise their functions. 48 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 (c. 46) (disqualification for unfitness). 49 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Upper Tribunal in respect of— (a) a decision of the Financial Services Authority; (aa) a decision of the Prudential Regulation Authority; (b) a decision of the Bank of England; or (c) a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 , the Banking Act 2009 or the Financial Services and Markets Act 2023. 50 A disclosure for the purposes of proceedings before a tribunal in relation to a decision of the Pensions Regulator 51 A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section. 52 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a lawyer, auditor, accountant, valuer or actuary of their professional duties. (2) In sub-paragraph (1) “ lawyer ” means— (a) a person who for the purposes of the Legal Services Act 2007 (c. 29) is an authorised person in relation to an activity that constitutes a reserved legal activity (within the meaning of that Act), (b) a solicitor or barrister in Northern Ireland, (c) a solicitor or advocate in Scotland, or (d) a person who is a member, and entitled to practise as such, of a legal profession regulated in a jurisdiction outside the United Kingdom. (3) Until the coming into force of section 18 of the Legal Services Act 2007, the following is substituted for paragraph (a) of sub-paragraph (2) above— (a) a solicitor or barrister in England and Wales, . 53 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of their duties. (2) In sub-paragraph (1) “ public servant ” means— (a) an officer or employee of the Crown, or (b) an officer or employee of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order subject to negative resolution procedure. (B) JERSEY 1 A disclosure for the purpose of enabling or assisting an inspector appointed under Part 19 of the Companies (Jersey) Law 1991 to exercise their functions. 2 A disclosure for the purpose of enabling or assisting a person appointed under Article 33 of the Financial Services (Jersey) Law 1998 to exercise their functions. 3 A disclosure for the purpose of enabling or assisting an inspector appointed under Article 22 of the Collective Investment Funds (Jersey) Law 1988 to exercise their functions. 4 A disclosure for the purpose of enabling or assisting the Minister for Economic Development to exercise functions under any of the following— (a) the Bankruptcy Désastre (Jersey) Law 1990; (b) the Companies (Jersey) Law 1991; (c) the Financial Services (Jersey) Law 1998. 5 A disclosure for the purpose of enabling or assisting the Comptroller of Income Tax to exercise their functions. 6 A disclosure for the purpose of enabling or assisting the Agent of the Impôts to exercise their functions. 7 A disclosure for the purpose of enabling or assisting the Jersey Competition Regulatory Authority to exercise its functions. 8 A disclosure for the purpose of enabling or assisting Her Majesty's Attorney General for Jersey to exercise their functions in connection with charities. 9 A disclosure for the purpose of enabling or assisting Her Majesty's Attorney General for Jersey to exercise their functions under the Distance Selling (Jersey) Law 2007. 10 A disclosure for the purpose of enabling or assisting the Viscount to exercise their functions in relation to désastre or in relation to Part 2 of the Proceeds of Crime (Jersey) Law 1999. 11 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under Article 78 of the Companies (Jersey) Law 1991 (disqualification orders). 12 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a solicitor, advocate, foreign lawyer, auditor, accountant, valuer or actuary of their professional duties. (2) In sub-paragraph (1)— (a) “ solicitor ” means a person who has been admitted as a solicitor under the Advocates and Solicitors (Jersey) Law 1997; (b) “ advocate ” means a person who has been admitted to the Bar under that Law; and (c) “ foreign lawyer ” means a person who has not been admitted as mentioned in paragraph (a) or (b) but is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside Jersey. 13 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of their duties. (2) In sub-paragraph (1) “ public servant ” means— (a) an individual who holds office under, or is employed by, the Crown, (b) a member, officer or employee of the States of Jersey or an officer or employee in an administration of the States of Jersey, (c) a member, officer or employee of the Jersey Financial Services Commission, or (d) any person exercising public functions who is declared by Order of the Minister for Economic Development to be a public servant for the purposes of paragraph 25 of the Schedule to the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009. (C) GUERNSEY 1 A disclosure for the purpose of enabling or assisting the Registrar of Companies appointed under the Companies (Guernsey) Law 2008 to exercise their functions under that Law. 2 A disclosure for the purpose of enabling or assisting a person appointed under— (a) section 27E or 41I of the Protection of Investors (Bailiwick of Guernsey) Law 1987, (b) section 27 of the Banking Supervision (Bailiwick of Guernsey) Law 1994, (c) section 10 of the Company Securities (Insider Dealing) (Bailiwick of Guernsey) Law 1996, (d) section 24 of the Regulation of Fiduciaries, Administration Businesses and Company Directors (Bailiwick of Guernsey) Law 2000, (e) section 69 of the Insurance Business (Bailiwick of Guernsey) Law 2002, (f) section 46 of the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002, (g) section 19 of the Registration of Non-Regulated Financial Services Business (Bailiwick of Guernsey) Law 2008, to exercise their functions. 3 A disclosure for the purpose of enabling or assisting Her Majesty's Procureur to exercise their functions in connection with charities. 4 A disclosure for the purpose of enabling or assisting the Guernsey Banking Deposit Compensation Scheme, established under section 46 of the Banking Supervision (Bailiwick of Guernsey) Law 1987 by the Banking Deposit Compensation Scheme (Bailiwick of Guernsey) Ordinance 2008, to exercise its functions. 5 A disclosure for the purpose of enabling or assisting any supervisory body or professional oversight body to exercise its functions under Part XVIA of the Companies (Guernsey) Law 2008 (regulation of auditors). 6 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under Part XXV of the Companies (Guernsey) Law 2008 (disqualification orders). 7 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an Advocate of the Royal Court, foreign lawyer, auditor, accountant, valuer or actuary of their professional duties. (2) In sub-paragraph (1) “ foreign lawyer ” means a person who has not been admitted as an Advocate of the Royal Court, but is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside Guernsey. 8 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of their duties. (2) In sub-paragraph (1) “ public servant ” means— (a) an officer or employee of the Crown, (b) a member, officer or employee of the States of Guernsey, (c) a member, officer or employee of the Guernsey Financial Services Commission, or (d) any person exercising public functions who is declared by regulations of the Commerce and Employment Department to be a public servant for the purposes of paragraph 17 of Schedule 6 to the Companies (Guernsey) Law 2008. (D) ISLE OF MAN 1 A disclosure for the purpose of enabling or assisting an inspector appointed by the High Court of the Isle of Man under the enactments of the Isle of Man relating to companies to discharge their functions. 2 A disclosure for the purpose of enabling or assisting a person conducting an investigation under— (a) section 16 of the Collective Investment Schemes Act 2008 (an Act of Tynwald: c. 7); (b) Schedule 2 to the Financial Services Act 2008 (an Act of Tynwald: c. 8); or (c) Schedule 5 to the Insurance Act 2008 (an Act of Tynwald: c. 16), to exercise their functions. 3 A disclosure for the purpose of enabling or assisting the Financial Supervision Commission of the Isle of Man to exercise any of its functions. 4 A disclosure for the purpose of enabling or assisting an auditor of a permitted person (within the meaning of the Financial Services Act 2008 (an Act of Tynwald)) to exercise their functions. 5 A disclosure for the purpose of enabling or assisting the Office of Fair Trading of the Isle of Man to exercise its functions under Schedule 4 to the Financial Services Act 2008 (an Act of Tynwald) in relation to a financial services dispute within the meaning of paragraph 1(1) of that Schedule. 6 A disclosure for the purpose of enabling or assisting an adjudicator appointed under paragraph 4 of Schedule 4 to the Financial Services Act 2008 (an Act of Tynwald) to exercise their functions. 7 A disclosure for the purpose of enabling or assisting the body administering a scheme under section 25 of the Financial Services Act 2008 (an Act of Tynwald) (compensation schemes) to exercise its functions under the scheme. 8 A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services Act 2008 (an Act of Tynwald). 9 A disclosure for the purpose of enabling or assisting— (a) the Insurance and Pensions Authority of the Isle of Man; or (b) the Retirement Benefits Schemes Supervisor of the Isle of Man, to exercise its functions under the Retirement Benefits Schemes Act 2000 (an Act of Tynwald: c 14). 10 A disclosure for the purpose of enabling or assisting the Assessor of Income Tax to exercise their functions under enactments of the Isle of Man relating to income tax. 11 A disclosure for the purpose of enabling or assisting the Office of Fair Trading of the Isle of Man to exercise its functions under any of the following— (a) the Unsolicited Goods and Services (Isle of Man) Act 1974 (an Act of Tynwald: c. 5); (b) the Moneylenders Act 1991 (an Act of Tynwald: c. 6); (c) the Consumer Protection Act 1991 (an Act of Tynwald: c. 11); (d) the Fair Trading Act 1996 (an Act of Tynwald: c. 15). 12 A disclosure for the purpose of enabling or assisting the Department of Local Government and the Environment of the Isle of Man to exercise its functions under the Estate Agents Act 1975 (an Act of Tynwald: c. 6) or the Estate Agents Act 1999 (an Act of Tynwald: c. 7). 13 A disclosure for the purpose of enabling or assisting Her Majesty's Attorney General of the Isle of Man to exercise their functions in connection with charities. 14 A disclosure for the purpose of enabling or assisting the Treasury of the Isle of Man to exercise its functions under the enactments of the Isle of Man relating to companies, insurance companies or insolvency. 15 A disclosure for the purpose of enabling or assisting an official receiver appointed in the Isle of Man to exercise their functions under the enactments of the Isle of Man relating to insolvency. 16 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an advocate, registered legal practitioner, auditor, accountant, valuer or actuary of their professional duties. (2) In sub-paragraph (1)— “ advocate ” means a person who is qualified to act as an advocate in any court in the Island in accordance with section 7 of the Advocates Act 1976 (an Act of Tynwald: c. 27); “ registered legal practitioner ” means a legal practitioner within the meaning of section 10 of the Legal Practitioners Registration Act 1986 (an Act of Tynwald: c. 15) who is registered within the meaning of that Act. 17 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of their duties. (2) In sub-paragraph (1) “ public servant ” means— (a) an officer or employee of the Crown, or (b) an officer or employee of any public or other authority for the time being designated for the purposes of this paragraph by order made by the Council of Ministers of the Isle of Man. (E) GENERAL 1 A disclosure for the purpose of enabling or assisting— (a) the European Central Bank, or (b) the central bank of any country or territory outside the British Islands, to exercise its functions. 2 (1) A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions. (2) In sub-paragraph (1) “ overseas regulatory authority ” and “ regulatory functions ” have the same meaning as in section 82 of the Companies Act 1989 (assistance for overseas regulatory authorities). 3 A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings in the British Islands or elsewhere. 4 A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART 3 OVERSEAS REGULATORY BODIES 1 (1) A disclosure is made in accordance with this Part of this Schedule if— (a) it is made to a person or body exercising relevant functions under legislation in a country or territory outside the British Islands, and (b) it is made for the purpose of enabling or assisting that person or body to exercise those functions. (2) “Relevant functions” for this purpose are functions of a public nature that appear to the Panel to be similar to its own functions or those of the Financial Conduct Authority or the Prudential Regulation Authority or similar to the regulatory functions of the Bank of England. 2 In determining whether to disclose information to a person or body in accordance with this Part of this Schedule, the Panel must have regard to the following considerations— (a) whether the use that the person or body is likely to make of the information is sufficiently important to justify making the disclosure; (b) whether the person or body has adequate arrangements to prevent the information from being used or further disclosed, otherwise than— (i) for the purposes of carrying out the functions mentioned in paragraph 1(1)(a), or (ii) for other purposes substantially similar to those for which information disclosed to the Panel could be used or further disclosed.
Propose a changeSection 1124 Failure to give information about interests in shares etc 1 (1) In subsection (3) of section 444 of the Companies Act 1985 (c. 6) (failure to give information requested by Secretary of State relating to interests in shares etc) for “is liable to imprisonment or a fine, or both” substitute “ commits an offence ”. (2) At the end of that section add— (4) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum; (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum. . Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448 2 (1) In section 448(7) of the Companies Act 1985 (obstruction of rights conferred by or by virtue of warrant for entry and search of premises) omit the words “and liable to a fine.” to the end. (2) After that provision insert— (7A) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. . Wrongful disclosure of information to which section 449 applies 3 (1) Section 449 of the Companies Act 1985 (wrongful disclosure of information obtained in course of company investigation) is amended as follows. (2) For subsection (6)(a) and (b) substitute “ is guilty of an offence. ” (3) After subsection (6) insert— (6A) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). . (4) Omit subsection (7). Destruction, mutilation etc of company documents 4 (1) For subsection (3) of section 450 of the Companies Act 1985 (offence of destroying, etc company documents) substitute— (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). . (2) Omit subsection (4) of that section. Provision of false information in purported compliance with section 447 5 (1) For subsection (2) of section 451 of the Companies Act 1985 (c. 6) (provision of false information in response to requirement under section 447) substitute— (2) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). . (2) Omit subsection (3) of that section. Obstruction of inspector, etc exercising power to enter and remain on premises 6 (1) Section 453A of the Companies Act 1985 (obstruction of inspector etc exercising power to enter and remain on premises) is amended as follows. (2) For subsection (5)(a) and (b) substitute “ is guilty of an offence. ” (3) After subsection (5) insert— (5A) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. . (4) Omit subsection (6). Attempted evasion of restrictions under Part 15 7 (1) In subsection (1) of section 455 of the Companies Act 1985 (attempted evasion of restrictions under Part 15) for “is liable to a fine if he” substitute “ commits an offence if he ”. (2) In subsection (2) of that section for the words “the company” to the end substitute an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (3) After that subsection insert— (2A) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. .
Propose a changeSection 1144(1) Part 1 Introduction Application of Schedule 1 (1) This Schedule applies to documents or information sent or supplied to a company. (2) It does not apply to documents or information sent or supplied by another company (see section 1144(3) and Schedule 5). Part 2 Communications in hard copy form Introduction 2 A document or information is validly sent or supplied to a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule. Method of communication in hard copy form 3 (1) A document or information in hard copy form may be sent or supplied by hand or by post to an address (in accordance with paragraph 4). (2) For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information. Address for communications in hard copy form 4 A document or information in hard copy form may be sent or supplied— (a) to an address specified by the company for the purpose; (b) to the company's registered office; (c) to an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied. PART 2A Communications in electronic form from the registrar or the Secretary of State 4A (1) A document or information is validly sent or supplied to a company by the registrar or the Secretary of State if it is sent or supplied in electronic form in accordance with sub-paragraph (2) or (3). (2) Where the document or information is sent or supplied by electronic means it may only be sent— (a) in the case of a company registered under this Act, to the company’s registered email address; (b) in the case of any company, to an address specified by the company for that purpose (generally or specifically). (3) Where the document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form. Part 3 Communications in electronic form in other cases Introduction 5 A document or information is validly sent or supplied to a company by a person other than the registrar or the Secretary of State if it is sent or supplied in electronic form in accordance with this Part of this Schedule. Conditions for use of communications in electronic form 6 A document or information may only be sent or supplied to a company in electronic form if— (a) the company has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or (b) the company is deemed to have so agreed by a provision in the Companies Acts. Address for communications in electronic form 7 (1) Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address— (a) specified for the purpose by the company (generally or specifically), or (b) deemed by a provision in the Companies Acts to have been so specified. (2) Where the document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form. Part 4 Other agreed forms of communication 8 A document or information that is sent or supplied to a company otherwise than in hard copy form or electronic form is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the company.
Propose a changeSection 1144(2) Part 1 Introduction Application of this Schedule 1 This Schedule applies to documents or information sent or supplied by a company. Part 2 Communications in hard copy form Introduction 2 A document or information is validly sent or supplied by a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule. Method of communication in hard copy form 3 (1) A document or information in hard copy form must be— (a) handed to the intended recipient, or (b) sent or supplied by hand or by post to an address (in accordance with paragraph 4). (2) For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information. Address for communications in hard copy form 4 (1) A document or information in hard copy form may be sent or supplied by the company— (a) to an address specified for the purpose by the intended recipient; (b) to a company at its registered office; (c) to a person in his capacity as a member of the company at his address as shown in the company's register of members; (d) to a person in his capacity as a director of the company at his address as shown in the register; (e) to an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied. (1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) Where the company is unable to obtain an address falling within sub-paragraph (1), the document or information may be sent or supplied to the intended recipient's last address known to the company. Part 3 Communications in electronic form Introduction 5 A document or information is validly sent or supplied by a company if it is sent in electronic form in accordance with this Part of this Schedule. Agreement to communications in electronic form 6 A document or information may only be sent or supplied by a company in electronic form— (a) to a person who has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or (b) to a company that is deemed to have so agreed by a provision in the Companies Acts. Address for communications in electronic form 7 (1) Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address— (a) specified for the purpose by the intended recipient (generally or specifically), or (b) where the intended recipient is a company, deemed by a provision of the Companies Acts to have been so specified. (2) Where the document or information is sent or supplied in electronic form by hand or by post, it must be— (a) handed to the intended recipient, or (b) sent or supplied to an address to which it could be validly sent if it were in hard copy form. Part 4 Communications by means of a website Use of website 8 A document or information is validly sent or supplied by a company if it is made available on a website in accordance with this Part of this Schedule. Agreement to use of website 9 A document or information may only be sent or supplied by the company to a person by being made available on a website if the person— (a) has agreed (generally or specifically) that the document or information may be sent or supplied to him in that manner, or (b) is taken to have so agreed under— (i) paragraph 10 (members of the company etc), or (ii) paragraph 11 (debenture holders), and has not revoked that agreement. Deemed agreement of members of company etc to use of website 10 (1) This paragraph applies to a document or information to be sent or supplied to a person— (a) as a member of the company, or (b) as a person nominated by a member in accordance with the company's articles to enjoy or exercise all or any specified rights of the member in relation to the company, or (c) as a person nominated by a member under section 146 to enjoy information rights. (2) To the extent that— (a) the members of the company have resolved that the company may send or supply documents or information to members by making them available on a website, or (b) the company's articles contain provision to that effect, a person in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner. (3) The conditions are that— (a) the person has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and (b) the company has not received a response within the period of 28 days beginning with the date on which the company's request was sent. (4) A person is not taken to have so agreed if the company's request— (a) did not state clearly what the effect of a failure to respond would be, or (b) was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information. (5) Chapter 3 of Part 3 (resolutions affecting a company's constitution) applies to a resolution under this paragraph. Deemed agreement of debenture holders to use of website 11 (1) This paragraph applies to a document or information to be sent or supplied to a person as holder of a company's debentures. (2) To the extent that— (a) the relevant debenture holders have duly resolved that the company may send or supply documents or information to them by making them available on a website, or (b) the instrument creating the debenture in question contains provision to that effect, a debenture holder in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner. (3) The conditions are that— (a) the debenture holder has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and (b) the company has not received a response within the period of 28 days beginning with the date on which the company's request was sent. (4) A person is not taken to have so agreed if the company's request— (a) did not state clearly what the effect of a failure to respond would be, or (b) was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information. (5) For the purposes of this paragraph— (a) the relevant debenture holders are the holders of debentures of the company ranking pari passu for all purposes with the intended recipient, and (b) a resolution of the relevant debenture holders is duly passed if they agree in accordance with the provisions of the instruments creating the debentures. Availability of document or information 12 (1) A document or information authorised or required to be sent or supplied by means of a website must be made available in a form, and by a means, that the company reasonably considers will enable the recipient— (a) to read it, and (b) to retain a copy of it. (2) For this purpose a document or information can be read only if— (a) it can be read with the naked eye, or (b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye. Notification of availability 13 (1) The company must notify the intended recipient of— (a) the presence of the document or information on the website, (b) the address of the website, (c) the place on the website where it may be accessed, and (d) how to access the document or information. (2) The document or information is taken to be sent— (a) on the date on which the notification required by this paragraph is sent, or (b) if later, the date on which the document or information first appears on the website after that notification is sent. Period of availability on website 14 (1) The company must make the document or information available on the website throughout— (a) the period specified by any applicable provision of the Companies Acts, or (b) if no such period is specified, the period of 28 days beginning with the date on which the notification required under paragraph 13 is sent to the person in question. (2) For the purposes of this paragraph, a failure to make a document or information available on a website throughout the period mentioned in sub-paragraph (1) shall be disregarded if— (a) it is made available on the website for part of that period, and (b) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid. Part 5 Other agreed forms of communication 15 A document or information that is sent or supplied otherwise than in hard copy or electronic form or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient. Part 6 Supplementary provisions Joint holders of shares or debentures 16 (1) This paragraph applies in relation to documents or information to be sent or supplied to joint holders of shares or debentures of a company. (2) Anything to be agreed or specified by the holder must be agreed or specified by all the joint holders. (3) Anything authorised or required to be sent or supplied to the holder may be sent or supplied either— (a) to each of the joint holders, or (b) to the holder whose name appears first in the register of members or the relevant register of debenture holders. (3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) This paragraph has effect subject to anything in the company's articles. Death or bankruptcy of holder of shares 17 (1) This paragraph has effect in the case of the death or bankruptcy of a holder of a company's shares. (2) Documents or information required or authorised to be sent or supplied to the member may be sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy— (a) by name, or (b) by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address in the United Kingdom supplied for the purpose by those so claiming. (3) Until such an address has been so supplied, a document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred. (4) This paragraph has effect subject to anything in the company's articles. (5) References in this paragraph to the bankruptcy of a person include— (a) the sequestration of the estate of a person; (b) a person's estate being the subject of a protected trust deed (within the meaning of the Bankruptcy (Scotland) Act 2016). In such a case the reference in sub-paragraph (2)(b) to the trustee of the bankrupt is to be read as the trustee or interim trustee (under that Act) on the sequestrated estate or, as the case may be, the trustee under the protected deed.
Propose a changeSection 1159 Introduction 1 The provisions of this Part of this Schedule explain expressions used in section 1159 (meaning of “subsidiary” etc) and otherwise supplement that section. Voting rights in a company 2 In section 1159(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters. Right to appoint or remove a majority of the directors 3 (1) In section 1159(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters. (2) A company shall be treated as having the right to appoint to a directorship if— (a) a person's appointment to it follows necessarily from his appointment as director of the company, or (b) the directorship is held by the company itself. (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship. Rights exercisable only in certain circumstances or temporarily incapable of exercise 4 (1) Rights which are exercisable only in certain circumstances shall be taken into account only— (a) when the circumstances have arisen, and for so long as they continue to obtain, or (b) when the circumstances are within the control of the person having the rights. (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account. Rights held by one person on behalf of another 5 Rights held by a person in a fiduciary capacity shall be treated as not held by him. 6 (1) Rights held by a person as nominee for another shall be treated as held by the other. (2) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence. Rights attached to shares held by way of security 7 Rights attached to shares held by way of security shall be treated as held by the person providing the security— (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests. Rights attributed to holding company 8 (1) Rights shall be treated as held by a holding company if they are held by any of its subsidiary companies. (2) Nothing in paragraph 6 or 7 shall be construed as requiring rights held by a holding company to be treated as held by any of its subsidiaries. (3) For the purposes of paragraph 7 rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of— (a) any subsidiary or holding company of that company, or (b) any subsidiary of a holding company of that company. Disregard of certain rights 9 The voting rights in a company shall be reduced by any rights held by the company itself. Supplementary 10 References in any provision of paragraphs 5 to 9 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.
Propose a changeSection 1162 Introduction 1 The provisions of this Schedule explain expressions used in section 1162 (parent and subsidiary undertakings) and otherwise supplement that section. Voting rights in an undertaking 2 (1) In section 1162(2)(a) and (d) the references to the voting rights in an undertaking are to the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters. (2) In relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights the references to holding a majority of the voting rights in the undertaking shall be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution. Right to appoint or remove a majority of the directors 3 (1) In section 1162(2)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters. (2) An undertaking shall be treated as having the right to appoint to a directorship if— (a) a person's appointment to it follows necessarily from his appointment as director of the undertaking, or (b) the directorship is held by the undertaking itself. (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship. Right to exercise dominant influence 4 (1) For the purposes of section 1162(2)(c) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with whether or not they are for the benefit of that other undertaking. (2) A “control contract” means a contract in writing conferring such a right which— (a) is of a kind authorised by the articles of the undertaking in relation to which the right is exercisable, and (b) is permitted by the law under which that undertaking is established. (3) This paragraph shall not be read as affecting the construction of section 1162(4)(a). Rights exercisable only in certain circumstances or temporarily incapable of exercise 5 (1) Rights which are exercisable only in certain circumstances shall be taken into account only— (a) when the circumstances have arisen, and for so long as they continue to obtain, or (b) when the circumstances are within the control of the person having the rights. (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account. Rights held by one person on behalf of another 6 Rights held by a person in a fiduciary capacity shall be treated as not held by him. 7 (1) Rights held by a person as nominee for another shall be treated as held by the other. (2) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence. Rights attached to shares held by way of security 8 Rights attached to shares held by way of security shall be treated as held by the person providing the security— (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests. Rights attributed to parent undertaking 9 (1) Rights shall be treated as held by a parent undertaking if they are held by any of its subsidiary undertakings. (2) Nothing in paragraph 7 or 8 shall be construed as requiring rights held by a parent undertaking to be treated as held by any of its subsidiary undertakings. (3) For the purposes of paragraph 8 rights shall be treated as being exercisable in accordance with the instructions or in the interests of an undertaking if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of any group undertaking. Disregard of certain rights 10 The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself. Supplementary 11 References in any provision of paragraphs 6 to 10 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.
Propose a change