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| To move the following Schedule:— |
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| | Meaning of “subsidiary” etc: supplementary provisions |
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| | 1 | The provisions of this Part of this Schedule explain expressions used in section |
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| | (Meaning of “subsidiary” etc) (meaning of “subsidiary” etc) and otherwise |
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| | Voting rights in a company |
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| | 2 | In section (Meaning of “subsidiary” etc)(1)(a) and (c) the references to the |
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| | voting rights in a company are to the rights conferred on shareholders in |
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| | respect of their shares or, in the case of a company not having a share capital, |
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| | on members, to vote at general meetings of the company on all, or substantially |
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| | Right to appoint or remove a majority of the directors |
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| | 3 (1) | In section (Meaning of “subsidiary” etc)(1)(b) the reference to the right to |
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| | appoint or remove a majority of the board of directors is to the right to appoint |
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| | or remove directors holding a majority of the voting rights at meetings of the |
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| | board on all, or substantially all, matters. |
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| | (2) | A company shall be treated as having the right to appoint to a directorship if— |
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| | (a) | a person’s appointment to it follows necessarily from his appointment |
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| | as director of the company, or |
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| | (b) | the directorship is held by the company itself. |
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| | (3) | A right to appoint or remove which is exercisable only with the consent or |
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| | concurrence of another person shall be left out of account unless no other |
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| | person has a right to appoint or, as the case may be, remove in relation to that |
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| | Rights exercisable only in certain circumstances or temporarily incapable of exercise |
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| | 4 (1) | Rights which are exercisable only in certain circumstances shall be taken into |
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| | (a) | when the circumstances have arisen, and for so long as they continue |
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| | (b) | when the circumstances are within the control of the person having the |
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| | (2) | Rights which are normally exercisable but are temporarily incapable of |
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| | exercise shall continue to be taken into account. |
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| | Rights held by one person on behalf of another |
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| | 5 | Rights held by a person in a fiduciary capacity shall be treated as not held by |
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| | 6 (1) | Rights held by a person as nominee for another shall be treated as held by the |
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| | (2) | Rights shall be regarded as held as nominee for another if they are exercisable |
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| | only on his instructions or with his consent or concurrence. |
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| | Rights attached to shares held by way of security |
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| | 7 | Rights attached to shares held by way of security shall be treated as held by the |
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| | person providing the security— |
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| | (a) | where apart from the right to exercise them for the purpose of |
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| | preserving the value of the security, or of realising it, the rights are |
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| | exercisable only in accordance with his instructions, and |
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| | (b) | where the shares are held in connection with the granting of loans as |
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| | part of normal business activities and apart from the right to exercise |
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| | them for the purpose of preserving the value of the security, or of |
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| | realising it, the rights are exercisable only in his interests. |
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| | Rights attributed to holding company |
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| | 8 (1) | Rights shall be treated as held by a holding company if they are held by any of |
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| | its subsidiary companies. |
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| | (2) | Nothing in paragraph 6 or 7 shall be construed as requiring rights held by a |
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| | holding company to be treated as held by any of its subsidiaries. |
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| | (3) | For the purposes of paragraph 7 rights shall be treated as being exercisable in |
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| | accordance with the instructions or in the interests of a company if they are |
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| | exercisable in accordance with the instructions of or, as the case may be, in the |
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| | (a) | any subsidiary or holding company of that company, or |
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| | (b) | any subsidiary of a holding company of that company. |
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| | Disregard of certain rights |
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| | 9 | The voting rights in a company shall be reduced by any rights held by the |
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| | 10 | References in any provision of paragraphs 5 to 9 to rights held by a person |
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| | include rights falling to be treated as held by him by virtue of any other |
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| | provision of those paragraphs but not rights which by virtue of any such |
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| | provision are to be treated as not held by him.’. |
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| | Clauses 813 and 814 Agreed to. |
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| Schedule 9, page 509, line 17, at end insert— |
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| | section (Authorised signatories)’. |
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| Schedule 9, page 512, leave out line 22. |
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| Schedule 9, page 517, line 22, at end insert— |
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| ‘small companies regime, for accounts and reports |
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| Schedule 9, page 514, line 32, leave out ‘section 362 of the 1985 Act’ and insert |
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| ‘section (Overseas branch registers)(1)’. |
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| Schedule 9, page 515, line 36, at end insert— |
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| ‘qualifying pension scheme indemnity |
| section (Qualifying pension scheme |
| | | | provision (in Chapter 7 of Part 10) |
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| | Schedule, as amended, Agreed to. |
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| | Clauses 815 to 820 and 920 Agreed to. |
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| Schedule 16, page 543, line 30, at end insert ‘in section 153(3)(d), the words “or |
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| Title, line 3, after ‘about’ insert ‘directors’ disqualification,’. |
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| | Bill, as amended, to be reported. |
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