rs2181910.1041-1047

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Report Stage Proceedings: 19th October 2006
1041

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  519

Page  558,  line  26  [Clause  1174],  leave out ‘1.1 of Directive 2000/12/EC’ and

insert ‘4.1(a) of Directive 2006/48/EC’.

Mr Secretary Darling

Agreed to  195

Page  573,  line  3  [Clause  1202],  leave out ‘Company Law Reform’ and insert

‘Companies’.

Mr Secretary Darling

Agreed to  196

Page  577,  line  21  [Clause  1211],  leave out ‘Company Law Reform’ and insert

‘Companies’.

Mr Secretary Darling

Agreed to  197

Page  586,  line  40  [Clause  1225],  leave out ‘736 of the Companies Act 1985 (c. 6)’

and insert ‘1124 and Schedule 7’.

Mr Secretary Darling

Agreed to  317

Page  589,  line  24  [Clause  1230],  leave out subsection (3).

Mr Secretary Darling

Agreed to  318

Page  589  [Clause  1230],  leave out line 38 and insert ‘Rules under this section’.

Mr Secretary Darling

Agreed to  319

Page  590,  line  18  [Clause  1230],  leave out ‘subsection (4)’ and insert ‘this section’.

Mr Secretary Darling

Agreed to  320

Page  590,  line  20  [Clause  1230],  at end insert—

‘( )
Nothing in sections 89B to 89E affects the generality of the power to make rules

under this section.’.

Report Stage Proceedings: 19th October 2006
1042

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  321

Page  590,  line  27  [Clause  1230],  at end insert—

‘( )
Transparency rules may make provision for voteholder information notified to

the issuer to be notified at the same time to the competent authority.’.

Mr Secretary Darling

Agreed to  322

Page  591  [Clause  1230],  leave out lines 6 to 26 and insert—

‘89C
Provision of information by issuers of transferable securities

(1)
Transparency rules may make provision requiring the issuer of

transferable securities, in circumstances specified in the rules—

(a)
to make public information to which this section applies, or

(b)
to notify to the competent authority information to which this

section applies,


or to do both.

(2)
In the case of every issuer, this section applies to—

(a)
information required by Article 4 of the transparency obligations

directive;

(b)
information relating to the rights attached to the transferable

securities, including information about the terms and conditions

of those securities which could indirectly affect those rights; and

(c)
information about new loan issues and about any guarantee or

security in connection with any such issue.

(3)
In the case of an issuer of debt securities, this section also applies to

information required by Article 5 of the transparency obligations

directive.

(4)
In the case of an issuer of shares, this section also applies to—

(a)
information required by Article 5 of the transparency obligations

directive;

(b)
information required by Article 6 of that directive;

(c)
voteholder information—

(i)
notified to the issuer, or

(ii)
relating to the proportion of voting rights held by the

issuer in respect of shares in the issuer;

(d)
information relating to the issuer’s capital; and

(e)
information relating to the total number of voting rights in

respect of shares or shares of a particular class.’.

Mr Secretary Darling

Agreed to  323

Page  591,  line  26  [Clause  1230],  at end insert—

Report Stage Proceedings: 19th October 2006
1043

Companies Bill–[ [], continued

‘89CA
Notification of voting rights held by issuer’.

Mr Secretary Darling

Agreed to  324

Page  592,  line  3  [Clause  1230],  at end insert—

‘89CB
Notification of proposed amendment of issuer’s constitution

Transparency rules may make provision requiring an issuer of

transferable securities that are admitted to trading on a regulated market

to notify a proposed amendment to its constitution—

(a)
to the competent authority, and

(b)
to the market on which the issuer’s securities are admitted,

at times and in circumstances specified in the rules.’.

Mr Secretary Darling

Agreed to  325

Page  592,  line  35  [Clause  1230],  leave out from ‘shares’ to end of line 39 and insert

‘of an issuer to which voting rights are attached.’.

Mr Secretary Darling

Agreed to  326

Page  592,  line  40  [Clause  1230],  at end insert—

‘( )
Transparency rules may impose the same obligations on a person who has applied

for the admission of transferable securities to trading on a regulated market

without the issuer’s consent as they impose on an issuer of transferable

securities.’.

Mr Secretary Darling

Agreed to  198

Page  593,  line  3  [Clause  1230],  leave out ‘Company Law Reform’ and insert

‘Companies’.

Mr Secretary Darling

Agreed to  327

Page  593,  line  24  [Clause  1231],  leave out ‘of securities’.

Mr Secretary Darling

Agreed to  328

Page  594,  line  5  [Clause  1231],  leave out ‘that section’ and insert ‘section 89F’.

Mr Secretary Darling

Agreed to  329

Page  594,  line  12  [Clause  1231],  leave out ‘this section’ and insert ‘section 89F’.

Report Stage Proceedings: 19th October 2006
1044

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  330

Page  594,  line  23  [Clause  1231],  leave out ‘this section’ and insert ‘section 89F’.

Mr Secretary Darling

Agreed to  331

Page  594,  line  26  [Clause  1231],  at end insert—

‘(A1)
The competent authority may require an issuer to make public any information

provided to the authority under section 89F.

(B1)
If the issuer fails to comply with a requirement under subsection (A1), the

competent authority may, after seeking representations from the issuer, make the

information public.’.

Mr Alan Duncan

Mr Jonathan Djanogly

Charles Hendry

Mr Crispin Blunt

James Brokenshire

Justine Greening

Not called  789

Page  595,  line  8,  leave out Clause 1232.

Mr Secretary Darling

Agreed to  332

Page  595,  line  14  [Clause  1232],  leave out from ‘market’ to ‘is’ in line 15.

Mr Secretary Darling

Agreed to  333

Page  595,  line  36  [Clause  1232],  leave out from ‘market’ to end of line.

Mr Secretary Darling

Agreed to  334

Page  595,  line  38  [Clause  1232],  leave out from ‘by’ to end of line 40 and insert ‘an

issuer, it may—

(a)
suspend trading in the securities for a period not exceeding 10 days,

(b)
prohibit trading in the securities, or

(c)
make a request to the operator of the market on which the issuer’s

securities are traded—

(i)
to suspend trading in the securities for a period not exceeding 10

days, or

(ii)
to prohibit trading in the securities.’.

Mr Secretary Darling

Agreed to  335

Page  595,  line  42  [Clause  1232],  leave out from beginning to end of line 3 on page

596 and insert ‘a provision required by the transparency obligations directive has been

infringed by a voteholder of an issuer, it may—

(a)
prohibit trading in the securities, or

Report Stage Proceedings: 19th October 2006
1045

Companies Bill–[ [], continued

(b)
make a request to the operator of the market on which the issuer’s

securities are traded to prohibit trading in the securities.’.

Mr Secretary Darling

Agreed to  809

Page  598,  line  7  [Clause  1234],  after ‘are’ insert ‘—(a)’.

Mr Secretary Darling

Agreed to  810

Page  598,  line  10  [Clause  1234],  at end insert ‘, and

(b)
any preliminary statement made in advance of a report or statement to be

published in response to a requirement imposed by a provision

implementing Article 4 of that directive, to the extent that it contains

information that it is intended—

(i)
will appear in the report or statement, and

(ii)
will be presented in the report or statement in substantially the

same form as that in which it is presented in the preliminary

statement.’.

Mr Secretary Darling

Agreed to  811

Page  598,  line  10  [Clause  1234],  at end insert—

‘( )
The securities to which this section applies are—

(a)
securities that are traded on a regulated market situated or operating in

the United Kingdom, and

(b)
securities that—

(i)
are traded on a regulated market situated or operating outside the

United Kingdom, and

(ii)
are issued by an issuer for which the United Kingdom is the

home Member state within the meaning of Article 2.1(i) of the

transparency obligations directive.’.

Mr Secretary Darling

Agreed to  812

Page  598,  line  11  [Clause  1234],  leave out ‘traded on a regulated UK market’ and

insert ‘to which this section applies’.

Mr Alan Duncan

Mr Jonathan Djanogly

Charles Hendry

Mr Crispin Blunt

James Brokenshire

Justine Greening

Not called  433

Page  599,  line  13  [Clause  1234],  leave out sub-paragraph (iii).

Report Stage Proceedings: 19th October 2006
1046

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  813

Page  599,  line  13  [Clause  1234],  after ‘(iii)’ insert ‘in the case of an issuer that has

no persons within sub-paragraph (i) or (ii),’.

Mr Secretary Darling

Agreed to  814

Page  599  [Clause  1234],  leave out lines 15 and 16.

Mr Secretary Darling

Agreed to  815

Page  599,  line  18  [Clause  1234],  at end insert—

‘90B
Power to make further provision about liability for published

information

(1)
The Treasury may by regulations make provision about the liability of

issuers of securities traded on a regulated market, and other persons, in

respect of information published to holders of securities, to the market or

to the public generally.

(2)
Regulations under this section may amend any primary or subordinate

legislation, including any provision of, or made under, this Act.’.

NEW SCHEDULES

Mr Secretary Darling

Added  NS1

To move the following Schedule:—

‘Removal of special provisions about accounts and audit of charitable

companies

Part 1

The Companies Act 1985 (c. 6)

1
In section 240 (requirements in connection with publication of accounts)—

(a)
in subsection (1) omit from “or, as the case may be,” to “section

249A(2)”;

(b)
in subsection (3)(c) omit from “and, if no such report” to “any

financial year”;

(c)
after subsection (3)(c) insert “, and”;

(d)
omit subsection (3)(e) and the “, and” preceding it;

(e)
in the closing words of subsection (3) omit from “or any report” to

“section 249A(2)”.

2
In section 245 (voluntary revision of annual accounts or directors’ report), in

subsection (4)(b) omit “or reporting accountant”.

3
In section 249A (exemptions from audit)—

(a)
omit subsections (2), (3A) and (4);

Report Stage Proceedings: 19th October 2006
1047

Companies Bill–[ [], continued

(b)
in subsection (6) for “figures for turnover or gross income” substitute

“figure for turnover”;

(c)
in subsection (6A) omit “or (2)”;

(d)
in subsection (7) omit the definition of “gross income” and the “, and”

preceding it.

4
In section 249B (cases where exemptions not available)—

(a)
in the opening words of subsection (1) omit “or (2)”;

(b)
in subsection (1C)(b) omit from “where the company referred to” to

“is not a charity”;

(c)
in subsection (3) omit “or (2)”;

(d)
in subsection (4), in the opening words and in paragraph (a), omit “or

(2)”.

5
Omit section 249C (report required for purposes of section 249A(2)).

6
Omit section 249D (the reporting accountant).

7
In section 249E (effect of exemptions) omit subsection (2).

8
In section 262A (index of defined expressions) omit the entry for “reporting

accountant”.

Part 2

The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)

1
In Article 248 (requirements in connection with publication of accounts)—

(a)
in paragraph (1) omit from “or, as the case may be,” to “Article

257A(2)”;

(b)
in paragraph (3)(c) omit from “and, if no such report” to “any such

financial year”;

(c)
after paragraph (3)(c) insert “, and”;

(d)
omit paragraph (3)(e) and the word “, and” preceding it;

(e)
in the closing words of paragraph (3) omit from “or any report” to

“Article 257A(2)”.

2
In Article 253 (voluntary revision of annual accounts or directors’ report), in

paragraph (4)(b) omit “or reporting accountant”.

3
In Article 257A (exemptions from audit)—

(a)
omit paragraphs (2), (3A) and (4);

(b)
in paragraph (6) for “figures for turnover or gross income” substitute

“figure for turnover”;

(c)
in paragraph (6A) omit “or (2)”;

(d)
in paragraph (7) omit the definition of “gross income” and the “, and”

preceding it.

4
In Article 257B (cases where exemptions not available)—

(a)
in the opening words of paragraph (1) omit “or (2)”;

(b)
in paragraph (1C)(b) omit from “where the company referred to” to “is

not a charity”;

(c)
in paragraph (3) omit “or (2)”;

(d)
in paragraph (4), in the opening words and in sub-paragraph (a), omit

“or (2)”.

5
Omit Article 257C (report required for purposes of Article 257A(2).

6
Omit Article 257D (the reporting accountant).