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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 23 — Company’s annual return

312

 

638     

Contents of annual return: information about share capital and shareholders

(1)   

The annual return of a company having a share capital must also contain—

(a)   

a statement of capital, and

(b)   

the particulars required by subsections (3) to (6) about the members of

the company.

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(2)   

The statement of capital must state with respect to the company’s share capital

at the date to which the return is made up—

(a)   

the total number of shares of the company,

(b)   

the aggregate nominal value of those shares,

(c)   

for each class of shares—

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(i)   

prescribed particulars of the rights attached to the shares,

(ii)   

the total number of shares of that class, and

(iii)   

the aggregate nominal value of shares of that class, and

(d)   

the amount paid up and the amount (if any) unpaid on each share

(whether on account of the nominal value of the share or by way of

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premium).

(3)   

The return must contain the prescribed particulars of every person who—

(a)   

is a member of the company on the date to which the return is made up,

or

(b)   

has ceased to be a member of the company since the date to which the

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last return was made up (or, in the case of the first return, since the

incorporation of the company).

   

The return must conform to such requirements as may be prescribed for the

purpose of enabling the entries relating to any given person to be easily found.

(4)   

The return must also state—

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(a)   

the number of shares of each class held by each member of the company

at the date to which the return is made up,

(b)   

the number of shares of each class transferred—

(i)   

since the date to which the last return was made up, or

(ii)   

in the case of the first return, since the incorporation of the

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company,

   

by each member or person who has ceased to be a member, and

(c)   

the dates of registration of the transfers.

(5)   

If either of the two immediately preceding returns has given the full particulars

required by subsections (3) and (4), the return need only give such particulars

35

as relate—

(a)   

to persons ceasing to be or becoming members since the date of the last

return, and

(b)   

to shares transferred since that date.

(6)   

Where the company has converted any of its shares into stock, the return must

40

give the corresponding information in relation to that stock, stating the amount

of stock instead of the number or nominal value of shares.

639     

Contents of annual return: power to make further provision by regulations

(1)   

The Secretary of State may by regulations make further provision as to the

information to be given in a company’s annual return.

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Company Law Reform Bill [HL]
Part 23 — Company’s annual return

313

 

(2)   

The regulations may—

(a)   

amend or repeal the provisions of sections 637 and 638, and

(b)   

provide for exceptions from the requirements of those sections as they

have effect from time to time.

(3)   

Regulations under this section are subject to negative resolution procedure.

5

640     

Failure to deliver annual return

(1)   

If a company fails to deliver an annual return before the end of the period of 28

days after a return date, an offence is committed by—

(a)   

the company,

(b)   

subject to subsection (4)—

10

(i)   

every director of the company, and

(ii)   

in the case of a public company, every secretary of the company,

and

(c)   

every other officer of the company who is in default.

(2)   

A person guilty of an offence under subsection (1) is liable on summary

15

conviction to a fine not exceeding level 5 on the standard scale and, for

continued contravention, a daily default fine not exceeding one-tenth of level

5 on the standard scale.

(3)   

The contravention continues until such time as an annual return made up to

that return date is delivered by the company to the registrar.

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(4)   

It is a defence for a director or secretary charged with an offence under

subsection (1)(b) to prove that he took all reasonable steps to avoid the

commission or continuation of the offence.

(5)   

In the case of continued contravention, an offence is also committed by every

officer of the company who did not commit an offence under subsection (1) in

25

relation to the initial contravention but is in default in relation to the continued

contravention.

   

A person guilty of an offence under this subsection is liable on summary

conviction to a fine not exceeding one-tenth of level 5 on the standard scale for

each day on which the contravention continues and he is in default.

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(6)   

References in this section to delivery of a return to the registrar are to the

delivery of a return in relation to which all the requirements mentioned in

section 725(1) (requirements for proper delivery) are complied with.

641     

Application of provisions to shadow directors

For the purposes of this Part a shadow director is treated as a director.

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Company Law Reform Bill [HL]
Part 24 — Takeovers etc
Chapter 1 — The Takeover Panel

314

 

Part 24

Takeovers etc

Chapter 1

The Takeover Panel

The Panel and its rules

5

642     

The Panel

(1)   

The body known as the Panel on Takeovers and Mergers (“the Panel”) is to

have the functions conferred on it by or under this Chapter.

(2)   

The Panel may do anything that it considers necessary or expedient for the

purposes of, or in connection with, its functions.

10

(3)   

The Panel may make arrangements for any of its functions to be discharged

by—

(a)   

a committee or sub-committee of the Panel, or

(b)   

an officer or member of staff of the Panel, or a person acting as such.

   

This is subject to section 643(4) and (5).

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643     

Rules

(1)   

The Panel must make rules giving effect to Articles 3.1, 4.2, 5, 6.1 to 6.3, 7 to 9

and 13 of the Takeovers Directive.

(2)   

Rules made by the Panel may also make other provision—

(a)   

for or in connection with the regulation of—

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(i)   

takeover bids,

(ii)   

merger transactions, and

(iii)   

transactions (not falling within sub-paragraph (i) or (ii)) that

have or may have, directly or indirectly, an effect on the

ownership or control of companies;

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(b)   

for or in connection with the regulation of things done in consequence

of, or otherwise in relation to, any such bid or transaction;

(c)   

about cases where—

(i)   

any such bid or transaction is, or has been, contemplated or

apprehended, or

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(ii)   

an announcement is made denying that any such bid or

transaction is intended.

(3)   

The provision that may be made under subsection (2) includes, in particular,

provision for a matter that is, or is similar to, a matter provided for by the Panel

in the City Code on Takeovers and Mergers as it had effect immediately before

35

the passing of this Act.

(4)   

In relation to rules made by virtue of section 657 (fees and charges), functions

under this section may be discharged either by the Panel itself or by a

committee of the Panel (but not otherwise).

 
 

Company Law Reform Bill [HL]
Part 24 — Takeovers etc
Chapter 1 — The Takeover Panel

315

 

(5)   

In relation to rules of any other description, the Panel must discharge its

functions under this section by a committee of the Panel.

(6)   

Section 1 (meaning of “company”) does not apply for the purposes of this

section.

(7)   

In this section “takeover bid” includes a takeover bid within the meaning of the

5

Takeovers Directive.

(8)   

In this Chapter “the Takeovers Directive” means Directive 2004/25/EC of the

European Parliament and of the Council.

(9)   

A reference to rules in the following provisions of this Chapter is to rules under

this section.

10

644     

Further provisions about rules

(1)   

Rules may—

(a)   

make different provision for different purposes;

(b)   

make provision subject to exceptions or exemptions;

(c)   

contain incidental, supplemental, consequential or transitional

15

provision;

(d)   

authorise the Panel to dispense with or modify the application of rules

in particular cases and by reference to any circumstances.

   

Rules made by virtue of paragraph (d) must require the Panel to give reasons

for acting as mentioned in that paragraph.

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(2)   

Rules must be made by an instrument in writing.

(3)   

Immediately after an instrument containing rules is made, the text must be

made available to the public, with or without payment, in whatever way the

Panel thinks appropriate.

(4)   

A person is not to be taken to have contravened a rule if he shows that at the

25

time of the alleged contravention the text of the rule had not been made

available as required by subsection (3).

(5)   

The production of a printed copy of an instrument purporting to be made by

the Panel on which is endorsed a certificate signed by an officer of the Panel

authorised by it for that purpose and stating—

30

(a)   

that the instrument was made by the Panel,

(b)   

that the copy is a true copy of the instrument, and

(c)   

that on a specified date the text of the instrument was made available

to the public as required by subsection (3),

   

is evidence (or in Scotland sufficient evidence) of the facts stated in the

35

certificate.

(6)   

A certificate purporting to be signed as mentioned in subsection (5) is to be

treated as having been properly signed unless the contrary is shown.

(7)   

A person who wishes in any legal proceedings to rely on an instrument by

which rules are made may require the Panel to endorse a copy of the

40

instrument with a certificate of the kind mentioned in subsection (5).

645     

Rulings

(1)   

The Panel may give rulings on the interpretation, application or effect of rules.

 
 

Company Law Reform Bill [HL]
Part 24 — Takeovers etc
Chapter 1 — The Takeover Panel

316

 

(2)   

To the extent and in the circumstances specified in rules, and subject to any

review or appeal, a ruling has binding effect.

646     

Directions

Rules may contain provision conferring power on the Panel to give any

direction that appears to the Panel to be necessary in order—

5

(a)   

to restrain a person from acting (or continuing to act) in breach of rules;

(b)   

to restrain a person from doing (or continuing to do) a particular thing,

pending determination of whether that or any other conduct of his is or

would be a breach of rules;

(c)   

otherwise to secure compliance with rules.

10

Information

647     

Power to require documents and information

(1)   

The Panel may by notice in writing require a person—

(a)   

to produce any documents that are specified or described in the notice;

(b)   

to provide, in the form and manner specified in the notice, such

15

information as may be specified or described in the notice.

(2)   

A requirement under subsection (1) must be complied with—

(a)   

at a place specified in the notice, and

(b)   

before the end of such reasonable period as may be so specified.

(3)   

This section applies only to documents and information reasonably required in

20

connection with the exercise by the Panel of its functions.

(4)   

The Panel may require—

(a)   

any document produced to be authenticated, or

(b)   

any information provided (whether in a document or otherwise) to be

verified,

25

   

in such manner as it may reasonably require.

(5)   

The Panel may authorise a person to exercise any of its powers under this

section.

(6)   

A person exercising a power by virtue of subsection (5) must, if required to do

so, produce evidence of his authority to exercise the power.

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(7)   

The production of a document in pursuance of this section does not affect any

lien that a person has on the document.

(8)   

The Panel may take copies of or extracts from a document produced in

pursuance of this section.

(9)   

A reference in this section to the production of a document includes a reference

35

to the production of—

(a)   

a hard copy of information recorded otherwise than in hard copy form,

or

(b)   

information in a form from which a hard copy can be readily obtained.

 
 

Company Law Reform Bill [HL]
Part 24 — Takeovers etc
Chapter 1 — The Takeover Panel

317

 

(10)   

A person is not required by this section to disclose documents or information

in respect of which a claim to legal professional privilege (in Scotland, to

confidentiality of communications) could be maintained in legal proceedings.

648     

Restrictions on disclosure

(1)   

This section applies to information (in whatever form)—

5

(a)   

relating to the private affairs of an individual, or

(b)   

relating to any particular business,

   

that is provided to the Panel in connection with the exercise of its functions.

(2)   

No such information may, during the lifetime of the individual or so long as

the business continues to be carried on, be disclosed without the consent of that

10

individual or (as the case may be) the person for the time being carrying on that

business.

(3)   

Subsection (2) does not apply to any disclosure of information that has been

authorised by the Panel and—

(a)   

is made for the purpose of facilitating the carrying out by the Panel of

15

any of its functions,

(b)   

is made to a person specified in Part 1 of Schedule 2,

(c)   

is of a description specified in Part 2 of that Schedule, or

(d)   

is made in accordance with Part 3 of that Schedule.

(4)   

The Secretary of State may amend Schedule 2 by order subject to negative

20

resolution procedure.

(5)   

An order under subsection (4) must not—

(a)   

amend Part 1 of Schedule 2 by specifying a person unless the person

exercises functions of a public nature (whether or not he exercises any

other function);

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(b)   

amend Part 2 of Schedule 2 by adding or modifying a description of

disclosure unless the purpose for which the disclosure is permitted is

likely to facilitate the exercise of a function of a public nature;

(c)   

amend Part 3 of Schedule 2 so as to have the effect of permitting

disclosures to be made to a body other than one that exercises functions

30

of a public nature in a country or territory outside the United Kingdom.

(6)   

Subsection (2) does not apply to—

(a)   

the disclosure by an authority within subsection (7) of information

disclosed to it by the Panel in reliance on subsection (3);

(b)   

the disclosure of such information by anyone who has obtained it

35

directly or indirectly from an authority within subsection (7).

(7)   

The authorities within this subsection are—

(a)   

the Financial Services Authority;

(b)   

an authority designated as a supervisory authority for the purposes of

Article 4.1 of the Takeovers Directive;

40

(c)   

any other person or body that exercises functions of a public nature,

under legislation in an EEA State other than the United Kingdom, that

are similar to the Panel’s functions or those of the Financial Services

Authority.

(8)   

This section does not prohibit the disclosure of information if the information

45

is or has been available to the public from any other source.

 
 

Company Law Reform Bill [HL]
Part 24 — Takeovers etc
Chapter 1 — The Takeover Panel

318

 

(9)   

Nothing in this section authorises the making of a disclosure in contravention

of the Data Protection Act 1998 (c. 29).

649     

Offence of disclosure in contravention of section 648

(1)   

A person who discloses information in contravention of section 648 is guilty of

an offence, unless—

5

(a)   

he did not know, and had no reason to suspect, that the information

had been provided as mentioned in section 648(1), or

(b)   

he took all reasonable steps and exercised all due diligence to avoid the

commission of the offence.

(2)   

A person guilty of an offence under this section is liable—

10

(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

15

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).

(3)   

Where a company or other body corporate commits an offence under this

20

section, an offence is also committed by every officer of the company or other

body corporate who is in default.

Co-operation

650     

Panel’s duty of co-operation

(1)   

The Panel must take such steps as it considers appropriate to co-operate with—

25

(a)   

the Financial Services Authority;

(b)   

an authority designated as a supervisory authority for the purposes of

Article 4.1 of the Takeovers Directive;

(c)   

any other person or body that exercises functions of a public nature,

under legislation in any country or territory outside the United

30

Kingdom, that appear to the Panel to be similar to its own functions or

those of the Financial Services Authority.

(2)   

Co-operation may include the sharing of information that the Panel is not

prevented from disclosing.

Hearings and appeals

35

651     

Hearings and appeals

(1)   

Rules must provide for a decision of the Panel to be subject to review by a

committee of the Panel (the “Hearings Committee”) at the instance of such

persons affected by the decision as are specified in the rules.

(2)   

Rules may also confer other functions on the Hearings Committee.

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