|
| |
|
598 | Time limit for claims arising from entry in register |
| |
(1) | Liability incurred by a company— |
| |
(a) | from the making or deletion of an entry in the register of debenture |
| |
| |
(b) | from a failure to make or delete any such entry, |
| 5 |
| is not enforceable more than ten years after the date on which the entry was |
| |
made or deleted or, as the case may be, the failure first occurred. |
| |
(2) | This is without prejudice to any lesser period of limitation (and, in Scotland, to |
| |
any rule that the obligation giving rise to the liability prescribes before the |
| |
| 10 |
599 | Right of debenture holder to copy of deed |
| |
(1) | Any holder of debentures of a company is entitled, on request and on payment |
| |
of such fee as may be prescribed, to be provided with a copy of any trust deed |
| |
for securing the debentures. |
| |
(2) | If default is made in complying with this section, an offence is committed by |
| 15 |
every officer of the company who is in default. |
| |
(3) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| 20 |
(4) | In the case of any such default the court may direct that the copy required be |
| |
sent to the person requiring it. |
| |
| |
| |
600 | Transfer of securities: power to make regulations |
| 25 |
(1) | The power to make regulations under section 207 of the Companies Act 1989 |
| |
(c. 40) (regulations enabling title to securities to be evidenced and transferred |
| |
without a written instrument) is exercisable by the Treasury and the Secretary |
| |
of State, either jointly or concurrently. |
| |
(2) | The references in that section to the Secretary of State, which by virtue of the |
| 30 |
Transfer of Functions (Financial Services) Order 1992 (S.I. 1992/1315) are to be |
| |
read as references to the Treasury, shall accordingly be read as references to |
| |
both or either of them, as the case may require. |
| |
601 | Transfer of securities: extension of powers |
| |
(1) | Regulations under section 207 of the Companies Act 1989 may make |
| 35 |
| |
(a) | enabling the members of a company or of any designated class of |
| |
companies to adopt, by ordinary resolution, arrangements under |
| |
which title to securities is required to be evidenced and transferred |
| |
without a written instrument; or |
| 40 |
(b) | requiring companies, or any designated class of companies, to adopt |
| |
| |
|
| |
|
| |
|
(2) | The regulations may make such provision— |
| |
(a) | in respect of all securities issued by a company, or |
| |
(b) | in respect of all securities of a specified description. |
| |
(3) | The arrangements provided for by regulations making such provision as is |
| |
mentioned in subsection (1) must not be such that a person who, but for the |
| 5 |
arrangements would be entitled— |
| |
(a) | to have his name entered in the company’s register of members, or |
| |
(b) | to give instructions in respect of any securities, |
| |
| ceases to be so entitled. |
| |
| 10 |
(a) | prohibit the issue of any certificate by the company in respect of the |
| |
issue or transfer of securities, |
| |
(b) | require the provision by the company to holders of securities of |
| |
statements (at specified intervals or on specified occasions) of the |
| |
securities held in their name, and |
| 15 |
(c) | make provision as to the matters of which any such certificate or |
| |
statement is, or is not, evidence. |
| |
| This is without prejudice to the generality of the power conferred by section |
| |
207 of the Companies Act 1989 (c. 40). |
| |
| 20 |
(a) | references to a designated class of companies are to a class designated |
| |
in the regulations or by order under section 602; |
| |
(b) | “specified” means specified in the regulations; and |
| |
(c) | expressions that are also used in section 207 of the Companies Act 1989 |
| |
have the same meaning as in that section. |
| 25 |
602 | Transfer of securities: order-making power |
| |
(1) | The Treasury or the Secretary of State may by order designate classes of |
| |
companies for the purposes of section 601. |
| |
(2) | The Treasury or the Secretary of State may by order provide that, in relation to |
| |
securities of a specified description— |
| 30 |
(a) | in a designated class of companies, or |
| |
(b) | in a specified company, |
| |
| specified provisions of the regulations either do not apply or apply subject to |
| |
| |
| 35 |
(a) | “specified” means specified in the order, and |
| |
(b) | “the regulations” means regulations made under section 207 of the |
| |
Companies Act 1989 by virtue of section 601. |
| |
(4) | An order under this section is subject to negative resolution procedure. |
| |
603 | Transfer of securities: supplementary provisions |
| 40 |
(1) | Before making regulations under section 207 of the Companies Act 1989, or any |
| |
order under section 602, the Treasury or the Secretary of State must carry out |
| |
such consultation as appears to them to be appropriate. |
| |
|
| |
|
| |
|
(2) | In section 207 of the Companies Act 1989 (c. 40)— |
| |
(a) | the requirement in the second sentence of subsection (4) (rights and |
| |
obligations under regulations to correspond with those that would |
| |
arise apart from the regulations) shall cease to have effect, and |
| |
(b) | in subsection (7) for “the purposes mentioned above” substitute “the |
| 5 |
purposes of this section and section 601 of the Company Law Reform |
| |
| |
| |
Information about interests in company’s shares |
| |
| 10 |
604 | Companies to which this Part applies |
| |
| This Part applies only to public companies. |
| |
605 | Shares to which this Part applies |
| |
(1) | References in this Part to a company’s shares are to the company’s issued |
| |
shares of a class carrying rights to vote in all circumstances at general meetings |
| 15 |
of the company (including any shares held as treasury shares). |
| |
(2) | The temporary suspension of voting rights in respect of any shares does not |
| |
affect the application of this Part in relation to interests in those or any other |
| |
| |
Notice requiring information about interests in shares |
| 20 |
606 | Notice by company requiring information about interests in its shares |
| |
(1) | A public company may give notice under this section to any person whom the |
| |
company knows or has reasonable cause to believe— |
| |
(a) | to be interested in the company’s shares, or |
| |
(b) | to have been so interested at any time during the three years |
| 25 |
immediately preceding the date on which the notice is issued. |
| |
(2) | The notice may require the person— |
| |
(a) | to confirm that fact or (as the case may be) to state whether or not it is |
| |
| |
(b) | if he holds, or has during that time held, any such interest, to give such |
| 30 |
further information as may be required in accordance with the |
| |
following provisions of this section. |
| |
(3) | The notice may require the person to whom it is addressed to give particulars |
| |
of his own present or past interest in the company’s shares (held by him at any |
| |
time during the three year period mentioned in subsection (1)(b)). |
| 35 |
(4) | The notice may require the person to whom it is addressed, where— |
| |
(a) | his interest is a present interest and another interest in the shares |
| |
| |
(b) | another interest in the shares subsisted during that three year period at |
| |
a time when his interest subsisted, |
| 40 |
|
| |
|
| |
|
| to give, so far as lies within his knowledge, such particulars with respect to that |
| |
other interest as may be required by the notice. |
| |
(5) | The particulars referred to in subsections (3) and (4) include— |
| |
(a) | the identity of persons interested in the shares in question, and |
| |
(b) | whether persons interested in the same shares are or were parties to— |
| 5 |
(i) | an agreement to which section 632 applies (certain share |
| |
acquisition agreements), or |
| |
(ii) | an agreement or arrangement relating to the exercise of any |
| |
rights conferred by the holding of the shares. |
| |
(6) | The notice may require the person to whom it is addressed, where his interest |
| 10 |
is a past interest, to give (so far as lies within his knowledge) particulars of the |
| |
identity of the person who held that interest immediately upon his ceasing to |
| |
| |
(7) | The information required by the notice must be given within such reasonable |
| |
time as may be specified in the notice. |
| 15 |
607 | Notice requiring information: order imposing restrictions on shares |
| |
| |
(a) | a notice under section 606 (notice requiring information about interests |
| |
in company’s shares) is served by a company on a person who is or was |
| |
interested in shares in the company, and |
| 20 |
(b) | that person fails to give the company the information required by the |
| |
notice within the time specified in it, |
| |
| the company may apply to the court for an order directing that the shares in |
| |
question be subject to the restrictions of Part 15 of the Companies Act 1985 |
| |
| 25 |
(2) | If the court is satisfied that such an order may unfairly affect the rights of third |
| |
parties in respect of the shares, the court may, for the purpose of protecting |
| |
those rights and subject to such terms as it thinks fit, direct that such acts by |
| |
such persons or descriptions of persons and for such purposes as may be set |
| |
out in the order shall not constitute a breach of the restrictions. |
| 30 |
(3) | On an application under this section the court may make an interim order. |
| |
| Any such order may be made unconditionally or on such terms as the court |
| |
| |
608 | Notice requiring information: offences |
| |
| 35 |
(a) | fails to comply with a notice under section 606 (notice requiring |
| |
information about interests in company’s shares), or |
| |
(b) | in purported compliance with such a notice— |
| |
(i) | makes a statement that he knows to be false in a material |
| |
| 40 |
(ii) | recklessly makes a statement that is false in a material |
| |
| |
| |
(2) | A person does not commit an offence under subsection (1)(a) if he proves that |
| |
the requirement to give information was frivolous or vexatious. |
| 45 |
|
| |
|
| |
|
(3) | 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 |
| 5 |
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 |
| |
| 10 |
609 | Notice requiring information: persons exempted from obligation to comply |
| |
(1) | A person is not obliged to comply with a notice under section 606 (notice |
| |
requiring information about interests in company’s shares) if he is for the time |
| |
being exempted by the Secretary of State from the operation of that section. |
| |
(2) | The Secretary of State must not grant any such exemption unless— |
| 15 |
(a) | he has consulted the Governor of the Bank of England, and |
| |
(b) | he (the Secretary of State) is satisfied that, having regard to any |
| |
undertaking given by the person in question with respect to any |
| |
interest held or to be held by him in any shares, there are special |
| |
reasons why that person should not be subject to the obligations |
| 20 |
| |
Power of members to require company to act |
| |
610 | Power of members to require company to act |
| |
(1) | The members of a company may require it to exercise its powers under section |
| |
606 (notice requiring information about interests in shares). |
| 25 |
(2) | A company is required to do so once it has received requests (to the same |
| |
effect) from members of the company holding at least 10% of such of the paid- |
| |
up capital of the company as carries a right to vote at general meetings of the |
| |
company (excluding any voting rights attached to any shares in the company |
| |
held as treasury shares). |
| 30 |
| |
(a) | may be in hard copy form or in electronic form, |
| |
| |
(i) | state that the company is requested to exercise its powers under |
| |
| 35 |
(ii) | specify the manner in which the company is requested to act, |
| |
| |
(iii) | give reasonable grounds for requiring the company to exercise |
| |
those powers in the manner specified, and |
| |
(c) | must be authenticated by the person or persons making it. |
| 40 |
|
| |
|