|
| |
|
and Community Enterprise) Act 2004 after this section comes into force, |
| |
regardless of when the expenses to be met by the levy in respect of which the |
| |
regulations are made were incurred. |
| |
(7) | In Schedule 3 to the Pensions Act 2004 (c. 35) (disclosure of information held |
| |
by the Pensions Regulator), in the entry relating to the Secretary of State, in the |
| 5 |
second column, for “or” at the end of paragraph (g) substitute— |
| |
“(ga) | Section 17 of the Companies (Audit, Investigations and |
| |
Community Enterprise) Act 2004 (levy to pay expenses of |
| |
bodies concerned with accounting standards, actuarial |
| |
| 10 |
1240 | Application of provisions to Scotland and Northern Ireland |
| |
(1) | Section 16 of the Companies (Audit, Investigations and Community |
| |
Enterprise) Act 2004 (grants to bodies concerned with accounting standards |
| |
etc) is amended as follows. |
| |
(2) | For subsection (6) (application of section to Scotland) substitute— |
| 15 |
“(6) | In their application to Scotland, subsection (2)(a) to (t) are to be read as |
| |
referring only to matters provision relating to which would be outside |
| |
the legislative competence of the Scottish Parliament.”. |
| |
(3) | In subsection (2) in paragraph (c), after “1985 (c. 6)” insert “or the 1986 Order”. |
| |
| 20 |
(a) | in the definition of “company” after “1985 (c. 6)” insert “or the 1986 |
| |
| |
(b) | in the definition of “subsidiary” after “1985” insert “or Article 4 of the |
| |
| |
(c) | after that definition insert— |
| 25 |
““the 1986 Order” means the Companies (Northern |
| |
Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)).”. |
| |
(5) | In section 66 of that Act (extent), in subsection (2) (provisions extending to |
| |
Northern Ireland, as well as England and Wales and Scotland) for “17” |
| |
| 30 |
Information as to exercise of voting rights by institutional investors |
| |
1241 | Power to require information about exercise of voting rights |
| |
(1) | The Treasury or the Secretary of State may make provision by regulations |
| |
requiring institutions to which this section applies to provide information |
| |
about the exercise of voting rights attached to shares to which this section |
| 35 |
| |
(2) | This power is exercisable in accordance with— |
| |
section 1242 (institutions to which information provisions apply), |
| |
section 1243 (shares to which information provisions apply), and |
| |
section 1244 (obligations with respect to provision of information). |
| 40 |
(3) | In this section and the sections mentioned above— |
| |
(a) | references to a person acting on behalf of an institution include— |
| |
|
| |
|
| |
|
(i) | any person to whom authority has been delegated by the |
| |
institution to take decisions as to any matter relevant to the |
| |
subject matter of the regulations, and |
| |
(ii) | such other persons as may be specified; and |
| |
(b) | “specified” means specified in the regulations. |
| 5 |
(4) | The obligation imposed by regulations under this section is enforceable by civil |
| |
| |
(a) | any person to whom the information should have been provided, or |
| |
(b) | a specified regulatory authority. |
| |
(5) | Regulations under this section may make different provision for different |
| 10 |
descriptions of institution, different descriptions of shares and for other |
| |
| |
(6) | Regulations under this section are subject to affirmative resolution procedure. |
| |
1242 | Institutions to which information provisions apply |
| |
(1) | The institutions to which section 1241 applies are— |
| 15 |
(a) | unit trust schemes within the meaning of the Financial Services and |
| |
Markets Act 2000 (c. 8) in respect of which an order is in force under |
| |
| |
(b) | open-ended investment companies incorporated by virtue of |
| |
regulations under section 262 of that Act; |
| 20 |
(c) | companies approved for the purposes of section 842 of the Income and |
| |
Corporation Taxes Act 1988 (c. 1) (investment trusts); |
| |
(d) | pension schemes as defined in section 1(5) of the Pension Schemes Act |
| |
1993 (c. 48) or the Pension Schemes (Northern Ireland) Act 1993 (c. 49); |
| |
(e) | undertakings authorised under the Financial Services and Markets Act |
| 25 |
2000 to carry on long-term insurance business (that is, the activity of |
| |
effecting or carrying out contracts of long term insurance within the |
| |
meaning of the Financial Services and Markets (Regulated Activities) |
| |
| |
(f) | collective investment schemes that are recognised by virtue of section |
| 30 |
270 of that Act (schemes authorised in designated countries or |
| |
| |
(2) | Regulations under that section may— |
| |
(a) | provide that the section applies to other descriptions of institution; |
| |
(b) | provide that the section does not apply to a specified description of |
| 35 |
| |
(3) | The regulations must specify by whom, in the case of any description of |
| |
institution, the duty imposed by the regulations is to be fulfilled. |
| |
1243 | Shares to which information provisions apply |
| |
(1) | The shares to which section 1241 applies are shares— |
| 40 |
(a) | of a description traded on a specified market, and |
| |
(b) | in which the institution has, or is taken to have, an interest. |
| |
| Regulations under that section may provide that the section does not apply to |
| |
shares of a specified description. |
| |
|
| |
|
| |
|
(2) | For this purpose an institution has an interest in shares if the shares, or a |
| |
depositary certificate in respect of them, are held by it, or on its behalf. |
| |
| A “depositary certificate” means an instrument conferring rights (other than |
| |
| |
(a) | in respect of shares held by another person, and |
| 5 |
(b) | the transfer of which may be effected without the consent of that |
| |
| |
(3) | Where an institution has an interest— |
| |
(a) | in a specified description of collective investment scheme (within the |
| |
meaning of the Financial Services and Markets Act 2000 (c. 8)), or |
| 10 |
(b) | in any other specified description of scheme or collective investment |
| |
| |
| it is taken to have an interest in any shares in which that scheme or vehicle has |
| |
or is taken to have an interest. |
| |
(4) | For this purpose a scheme or vehicle is taken to have an interest in shares if it |
| 15 |
would be regarded as having such an interest in accordance with subsection (2) |
| |
if it was an institution to which section 1241 applied. |
| |
1244 | Obligations with respect to provision of information |
| |
(1) | Regulations under section 1241 may require the provision of specified |
| |
| 20 |
(a) | the exercise or non-exercise of voting rights by the institution or any |
| |
person acting on its behalf, |
| |
(b) | any instructions given by the institution or any person acting on its |
| |
behalf as to the exercise or non-exercise of voting rights, and |
| |
(c) | any delegation by the institution or any person acting on its behalf of |
| 25 |
any functions in relation to the exercise or non-exercise of voting rights |
| |
or the giving of such instructions. |
| |
(2) | The regulations may require information to be provided in respect of specified |
| |
occasions or specified periods. |
| |
(3) | Where instructions are given to act on the recommendations or advice of |
| 30 |
another person, the regulations may require the provision of information about |
| |
what recommendations or advice were given. |
| |
(4) | The regulations may require information to be provided— |
| |
(a) | in such manner as may be specified, and |
| |
(b) | to such persons as may be specified, or to the public, or both. |
| 35 |
(5) | The regulations may provide— |
| |
(a) | that an institution may discharge its obligations under the regulations |
| |
by referring to information disclosed by a person acting on its behalf, |
| |
| |
(b) | that in such a case it is sufficient, where that other person acts on behalf |
| 40 |
of more than one institution, that the reference is to information given |
| |
in aggregated form, that is— |
| |
(i) | relating to the exercise or non-exercise by that person of voting |
| |
rights on behalf of more than one institution, or |
| |
|
| |
|
| |
|
(ii) | relating to the instructions given by that person in respect of the |
| |
exercise or non-exercise of voting rights on behalf of more than |
| |
| |
(iii) | relating to the delegation by that person of functions in relation |
| |
to the exercise or non-exercise of voting rights, or the giving of |
| 5 |
instructions in respect of the exercise or non-exercise of voting |
| |
rights, on behalf of more than one institution. |
| |
(6) | References in this section to instructions are to instructions of any description, |
| |
whether general or specific, whether binding or not and whether or not acted |
| |
| 10 |
Disclosure of information under the Enterprise Act 2002 |
| |
1245 | Disclosure of information under the Enterprise Act 2002 |
| |
| In Part 9 of the Enterprise Act 2002 (c. 40) (information), after section 241 |
| |
| |
| 15 |
(1) | A public authority which holds prescribed information to which |
| |
section 237 applies may disclose that information to any person— |
| |
(a) | for the purposes of, or in connection with, prescribed civil |
| |
proceedings (including prospective proceedings) in the United |
| |
| 20 |
(b) | for the purposes of obtaining legal advice in relation to such |
| |
| |
(c) | otherwise for the purposes of establishing, enforcing or |
| |
defending legal rights that are or may be the subject of such |
| |
| 25 |
(2) | Subsection (1) does not apply to— |
| |
(a) | information which comes to a public authority in connection |
| |
with an investigation under Part 4, 5 or 6 of the 1973 Act or |
| |
under section 11 of the Competition Act 1980; |
| |
(b) | competition information within the meaning of section 351 of |
| 30 |
the Financial Services and Markets Act 2000; |
| |
(c) | information which comes to a public authority in connection |
| |
with an investigation under Part 3 or 4 or section 174 of this Act; |
| |
(d) | information which comes to a public authority in connection |
| |
with an investigation under the Competition Act 1998 (c. 41). |
| 35 |
(3) | In subsection (1) “prescribed” means prescribed by order of the |
| |
| |
(4) | An order under this section— |
| |
(a) | may prescribe information, or civil proceedings, for the |
| |
purposes of this section by reference to such factors as appear to |
| 40 |
the Secretary of State to be appropriate; |
| |
(b) | may prescribe for the purposes of this section all information, or |
| |
civil proceedings, or all information or civil proceedings not |
| |
falling within one or more specified exceptions; |
| |
(c) | must be made by statutory instrument subject to annulment in |
| 45 |
pursuance of a resolution of either House of Parliament. |
| |
|
| |
|
| |
|
(5) | Information disclosed under this section must not be used by the |
| |
person to whom it is disclosed for any purpose other than those |
| |
specified in subsection (1).”. |
| |
| |
1246 | Payment of expenses of winding up |
| 5 |
(1) | In Chapter 8 of Part 4 of the Insolvency Act 1986 (c. 45) (winding up of |
| |
companies: provisions of general application), before section 176A (under the |
| |
heading “Property subject to floating charge”) insert— |
| |
“176ZA | Payment of expenses of winding up (England and Wales) |
| |
(1) | The expenses of winding up in England and Wales, so far as the assets |
| 10 |
of the company available for payment of general creditors are |
| |
insufficient to meet them, have priority over any claims to property |
| |
comprised in or subject to any floating charge created by the company |
| |
and shall be paid out of any such property accordingly. |
| |
| 15 |
(a) | the reference to assets of the company available for payment of |
| |
general creditors does not include any amount made available |
| |
under section 176A(2)(a); |
| |
(b) | the reference to claims to property comprised in or subject to a |
| |
floating charge is to the claims of— |
| 20 |
(i) | the holders of debentures secured by, or holders of, the |
| |
| |
(ii) | any preferential creditors entitled to be paid out of that |
| |
property in priority to them. |
| |
(3) | Provision may be made by rules restricting the application of |
| 25 |
subsection (1), in such circumstances as may be prescribed, to expenses |
| |
| |
(a) | by the holders of debentures secured by, or holders of, the |
| |
floating charge and by any preferential creditors entitled to be |
| |
paid in priority to them, or |
| 30 |
| |
(4) | References in this section to the expenses of the winding up are to all |
| |
expenses properly incurred in the winding up, including the |
| |
remuneration of the liquidator.”. |
| |
(2) | In Chapter 8 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. |
| 35 |
1989/2405 (N.I. 19)) (winding up of companies: provisions of general |
| |
application), before Article 150A (under the heading “Property subject to floating |
| |
| |
“150ZA | Payment of expenses of winding up |
| |
(1) | The expenses of winding up, so far as the assets of the company |
| 40 |
available for payment of general creditors are insufficient to meet them, |
| |
have priority over any claims to property comprised in or subject to any |
| |
floating charge created by the company and shall be paid out of any |
| |
such property accordingly. |
| |
|
| |
|
| |
|
| |
(a) | the reference to assets of the company available for payment of |
| |
general creditors does not include any amount made available |
| |
under Article 150A(2)(a); |
| |
(b) | the reference to claims to property comprised in or subject to a |
| 5 |
floating charge is to the claims of— |
| |
(i) | the holders of debentures secured by, or holders of, the |
| |
| |
(ii) | any preferential creditors entitled to be paid out of that |
| |
property in priority to them. |
| 10 |
(3) | Provision may be made by rules restricting the application of |
| |
paragraph (1), in such circumstances as may be prescribed, to expenses |
| |
| |
(a) | by the holders of debentures secured by, or holders of, the |
| |
floating charge and by any preferential creditors entitled to be |
| 15 |
paid in priority to them, or |
| |
| |
(4) | References in this Article to the expenses of the winding up are to all |
| |
expenses properly incurred in the winding up, including the |
| |
remuneration of the liquidator.”. |
| 20 |
| |
1247 | Amendment of memorandum or articles of commonhold association |
| |
In paragraph 3(1) of Schedule 3 to the Commonhold and Leasehold Reform Act |
| |
2002 (c. 15) (alteration of memorandum or articles by commonhold association |
| |
to be of no effect until altered version registered with Land Registry) for “An |
| 25 |
alteration of the memorandum or articles of association” substitute “Where a |
| |
commonhold association alters its memorandum or articles at a time when the |
| |
land specified in its memorandum is commonhold land, the alteration”. |
| |
| |
| 30 |
1248 | Extension of Companies Acts to Northern Ireland |
| |
(1) | The Companies Acts as defined by this Act (see section 2) extend to Northern |
| |
| |
(2) | The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), the |
| |
Companies Consolidation (Consequential Provisions) (Northern Ireland) |
| 35 |
Order 1986 (S.I. 1986/1035 (N.I. 9)) and Part 3 of the Companies (Audit, |
| |
Investigations and Community Enterprise) Order 2005 (S.I. 2005/1967 |
| |
(N.I. 17)) shall cease to have effect accordingly. |
| |
1249 | Extension of GB enactments relating to SEs |
| |
(1) | The enactments in force in Great Britain relating to SEs extend to Northern |
| 40 |
| |
|
| |
|
| |
|
(2) | The following enactments shall cease to have effect accordingly— |
| |
(a) | the European Public Limited-Liability Company Regulations |
| |
(Northern Ireland) 2004 (SR 2004/417), and |
| |
(b) | the European Public Limited-Liability Company (Fees) Regulations |
| |
(Northern Ireland) 2004 (SR 2004/418). |
| 5 |
(3) | In this section “SE” means a European Public Limited-Liability Company (or |
| |
Societas Europaea) within the meaning of Council Regulation 2157/2001/EC |
| |
of 8 October 2001 on the Statute for a European Company. |
| |
1250 | Extension of GB enactments relating to certain other forms of business |
| |
| 10 |
(1) | The enactments in force in Great Britain relating to— |
| |
(a) | limited liability partnerships, |
| |
(b) | limited partnerships, |
| |
(c) | open-ended investment companies, and |
| |
(d) | European Economic Interest Groupings, |
| 15 |
| extend to Northern Ireland. |
| |
(2) | The following enactments shall cease to have effect accordingly— |
| |
(a) | the Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N. |
| |
| |
(b) | the Limited Partnerships Act 1907 (c. 24) as it formerly had effect in |
| 20 |
| |
(c) | the Open-Ended Investment Companies Act (Northern Ireland) 2002 |
| |
| |
(d) | the European Economic Interest Groupings Regulations (Northern |
| |
Ireland) 1989 (SR 1989/216). |
| 25 |
1251 | Extension of enactments relating to business names |
| |
(1) | The provisions of Part 41 of this Act (business names) extend to Northern |
| |
| |
(2) | The Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7)) |
| |
shall cease to have effect accordingly. |
| 30 |
| |
General supplementary provisions |
| |
| |
1252 | Regulations and orders: statutory instrument |
| |
| Except as otherwise provided, regulations and orders under this Act shall be |
| 35 |
made by statutory instrument. |
| |
1253 | Regulations and orders: negative resolution procedure |
| |
| Where regulations or orders under this Act are subject to “negative resolution |
| |
procedure” the statutory instrument containing the regulations or order shall |
| |
|
| |
|