|
| |
|
(d) | empower the authority making the regulations to delegate to any |
| |
person willing and able to discharge them any functions of the |
| |
authority under the regulations. |
| |
| |
| 5 |
(a) | regulations under this Chapter, or |
| |
(b) | any order under section 797, |
| |
the authority having power to make regulations under this Chapter must carry |
| |
out such consultation as appears to it to be appropriate. |
| |
| 10 |
Information about interests in a company’s shares |
| |
| |
800 | Companies to which this Part applies |
| |
| This Part applies only to public companies. |
| |
801 | Shares to which this Part applies |
| 15 |
(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 |
| |
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 |
| 20 |
| |
Notice requiring information about interests in shares |
| |
802 | 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— |
| 25 |
(a) | to be interested in the company’s shares, or |
| |
(b) | to have been so interested at any time during the three years |
| |
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 |
| 30 |
| |
(b) | if he holds, or has during that time held, any such interest, to give such |
| |
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 |
| 35 |
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)). |
| |
(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, |
| |
| to give, so far as lies within his knowledge, such particulars with respect to that |
| 5 |
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— |
| |
(i) | an agreement to which section 828 applies (certain share |
| 10 |
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 |
| |
is a past interest, to give (so far as lies within his knowledge) particulars of the |
| 15 |
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. |
| |
803 | Notice requiring information: order imposing restrictions on shares |
| 20 |
| |
(a) | a notice under section 802 (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 |
| |
(b) | that person fails to give the company the information required by the |
| 25 |
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 |
| |
| |
(2) | If the court is satisfied that such an order may unfairly affect the rights of third |
| 30 |
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. |
| |
(3) | On an application under this section the court may make an interim order. |
| 35 |
| Any such order may be made unconditionally or on such terms as the court |
| |
| |
804 | Notice requiring information: offences |
| |
| |
(a) | fails to comply with a notice under section 802 (notice requiring |
| 40 |
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 |
| |
| |
|
| |
|
| |
|
(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. |
| 5 |
(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 |
| 10 |
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 |
| |
| 15 |
805 | Notice requiring information: persons exempted from obligation to comply |
| |
(1) | A person is not obliged to comply with a notice under section 802 (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— |
| 20 |
(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 |
| 25 |
| |
Power of members to require company to act |
| |
806 | Power of members to require company to act |
| |
(1) | The members of a company may require it to exercise its powers under section |
| |
802 (notice requiring information about interests in shares). |
| 30 |
(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). |
| 35 |
| |
(a) | may be in hard copy form or in electronic form, |
| |
| |
(i) | state that the company is requested to exercise its powers under |
| |
| 40 |
(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. |
| |
807 | Duty of company to comply with requirement |
| |
(1) | A company that is required under section 806 to exercise its powers under |
| |
section 802 (notice requiring information about interests in company’s shares) |
| |
must exercise those powers in the manner specified in the requests. |
| 5 |
(2) | If default is made in complying with subsection (1) an offence is committed by |
| |
every officer of the company who is in default. |
| |
(3) | 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 |
| 10 |
| |
808 | Report to members on outcome of investigation |
| |
(1) | On the conclusion of an investigation carried out by a company in pursuance |
| |
of a requirement under section 806 the company must cause a report of the |
| |
information received in pursuance of the investigation to be prepared. |
| 15 |
| The report must be made available at the company’s registered office within a |
| |
reasonable period (not more than 15 days) after the conclusion of the |
| |
| |
| |
(a) | a company undertakes an investigation in pursuance of a requirement |
| 20 |
| |
(b) | the investigation is not concluded within three months after the date on |
| |
which the company became subject to the requirement, |
| |
| the company must cause to be prepared in respect of that period, and in respect |
| |
of each succeeding period of three months ending before the conclusion of the |
| 25 |
investigation, an interim report of the information received during that period |
| |
in pursuance of the investigation. |
| |
(3) | Each such report must be made available at the company’s registered office |
| |
within a reasonable period (not more than 15 days) after the end of the period |
| |
| 30 |
(4) | The company must within three days of making any report prepared under |
| |
this section available at its registered office, notify the members who made the |
| |
requests under section 802 that the report is so available. |
| |
(5) | For the purposes of this section an investigation carried out by a company in |
| |
pursuance of a requirement under section 806 is concluded when— |
| 35 |
(a) | the company has made all such inquiries as are necessary or expedient |
| |
for the purposes of the requirement, and |
| |
(b) | in the case of each such inquiry— |
| |
(i) | a response has been received by the company, or |
| |
(ii) | the time allowed for a response has elapsed. |
| 40 |
(6) | A report prepared under this section must be kept at the company’s registered |
| |
office for at least six years after the day on which it is first made available there. |
| |
|
| |
|