|
| |
| |
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 |
| |
| 5 |
(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— |
| 10 |
(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 |
| 15 |
| |
(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, |
| |
| |
(b) | has ceased to be a member of the company since the date to which the |
| 20 |
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— |
| 25 |
(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 |
| 30 |
| |
| 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 |
| |
(a) | to persons ceasing to be or becoming members since the date of the last |
| |
| |
(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. |
| 45 |
| |
| |
|
| |
| |
| |
(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— |
| |
| |
(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, |
| |
| |
(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 |
| |
| |
(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. |
| 20 |
(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 |
| |
| |
| 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. |
| 30 |
(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. |
| 35 |
| |
| |
|
| |
| |
| |
| |
| |
| |
| 5 |
| |
(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 |
| |
| |
(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). |
| 15 |
| |
(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— |
| 20 |
| |
(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; |
| 25 |
(b) | for or in connection with the regulation of things done in consequence |
| |
of, or otherwise in relation to, any such bid or transaction; |
| |
| |
(i) | any such bid or transaction is, or has been, contemplated or |
| |
| 30 |
(ii) | an announcement is made denying that any such bid or |
| |
| |
(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 |
| |
(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). |
| |
| |
| |
|
| |
| |
(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 |
| |
| |
(7) | In this section “takeover bid” includes a takeover bid within the meaning of the |
| 5 |
| |
(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 |
| |
| 10 |
644 | Further provisions about rules |
| |
| |
(a) | make different provision for different purposes; |
| |
(b) | make provision subject to exceptions or exemptions; |
| |
(c) | contain incidental, supplemental, consequential or transitional |
| 15 |
| |
(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. |
| 20 |
(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 |
| |
(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). |
| |
| |
(1) | The Panel may give rulings on the interpretation, application or effect of rules. |
| |
| |
| |
|
| |
| |
(2) | To the extent and in the circumstances specified in rules, and subject to any |
| |
review or appeal, a ruling has binding effect. |
| |
| |
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 |
| |
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 |
| |
| 25 |
| in such manner as it may reasonably require. |
| |
(5) | The Panel may authorise a person to exercise any of its powers under this |
| |
| |
(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. |
| 30 |
(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 |
| |
(a) | a hard copy of information recorded otherwise than in hard copy form, |
| |
| |
(b) | information in a form from which a hard copy can be readily obtained. |
| |
| |
| |
|
| |
| |
(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 |
| |
| |
(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 |
| |
(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 |
| |
(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 |
| |
| 25 |
(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 |
| |
| |
(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. |
| |
| |
| |
|
| |
| |
(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 |
| |
| 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 |
| |
| |
(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. |
| |
| |
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. |
| |
| 35 |
| |
(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. |
| 40 |
| |
| |
|
