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| Schedule 13, page 194, line 28, leave out ‘has an interest in’ and insert ‘holds’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It amends the third test for a material interest by |
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| | replacing the test of 10% interest in shares in a parent undertaking with a test of 10% shareholding |
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| Schedule 13, page 194, line 31, leave out ‘interest in shares’ and insert |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It amends the fourth test for a material interest by |
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| | replacing the test of significant influence by virtue of an interest in shares in a parent undertaking |
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| | with a test of significant influence by virtue of a shareholding in a parent undertaking. |
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| Schedule 13, page 194, line 32, leave out paragraph (e) and insert— |
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| | ‘( ) | is entitled to exercise, or control the exercise of, voting power in B |
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| | which, if it consists of voting rights, constitutes at least 10% of the |
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| | Members’ explanatory statement
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| | This amendment clarifies that any voting power (as defined in paragraph 5(4)) constitutes a ma |
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| | terial interest, unless it is voting rights, in which case 10% of voting rights in a body constitutes a |
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| Schedule 13, page 194, line 35, leave out ‘voting power in B’ and insert |
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| ‘entitlement to exercise, or control the exercise of, voting rights in B’. |
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| | Members’ explanatory statement
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| | This amendment clarifies that the significant influence test in sub-paragraph (f) is by virtue of vot |
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| | ing rights. A test for significant influence by virtue of other voting power is unnecessary, since oth |
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| | er voting power is caught by the test in sub-paragraph (e). |
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| Schedule 13, page 194, line 36, leave out paragraph (g) and insert— |
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| | ‘( ) | is entitled to exercise, or control the exercise of, voting power in P |
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| | which, if it consists of voting rights, constitutes at least 10% of the |
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| | Members’ explanatory statement
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| | This amendment clarifies that any voting power (as defined in paragraph 5(4)) in P constitutes a |
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| | material interest, unless it is voting rights, in which case 10% of voting rights in P constitutes a |
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| Schedule 13, page 194, line 39, leave out ‘voting power in P’ and insert |
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| ‘entitlement to exercise, or control the exercise of, voting rights in P’. |
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| | Members’ explanatory statement
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| | This amendment clarifies that the significant influence test in sub-paragraph (h) is by virtue of vot |
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| | ing rights in P. A test for significant influence by virtue of other voting power is unnecessary, since |
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| | other voting power is caught by the test in sub-paragraph (g). |
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| Schedule 13, page 195, line 15, leave out ‘has an interest in’ and insert ‘holds’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It amends the first test for a controlled interest by |
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| | replacing the interest in shares test with a shareholding test. |
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| Schedule 13, page 195, line 16, leave out ‘has an interest in’ and insert ‘holds’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It amends the second test for a controlled interest |
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| | by replacing the test of x% interest in shares in a parent undertaking with a test of x% shareholding |
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| Schedule 13, page 195, line 19, leave out ‘power’ and insert ‘rights’. |
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| | Members’ explanatory statement
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| | This amendment clarifies that x% voting rights, not x% voting power, constitutes a controlled in |
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| | terest. Voting power other than voting rights constitutes a material interest (see amendment 148). |
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| | There is no power to set a higher percentage of such power which constitutes a controlled interest |
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| | because it cannot be quantified. |
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| Schedule 13, page 195, line 21, leave out ‘power’ and insert ‘rights’. |
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| | Members’ explanatory statement
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| | This amendment clarifies that x% voting rights, not x% voting power, constitutes a controlled in |
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| | terest. Voting power other than voting rights constitutes a material interest (see amendment 150). |
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| | There is no power to set a higher percentage of such power which constitutes a controlled interest |
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| | because it cannot be quantified. |
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| Schedule 13, page 196, line 1, leave out ‘an interest in the shares of’ and insert ‘a |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It amends the test for whether a person is an asso |
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| | ciate by referring to a shareholding in a body rather than an interest in shares in a body. |
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| Schedule 13, page 196, line 20, after ‘V’, insert ‘(whether or not they are interests |
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| within the meaning of section 72(2A))’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It clarifies that the reference to interests in S or V |
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| | is not to be construed in accordance with the meaning of an interest in a body as set out in section |
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| | 72(2A) (as inserted by amendment 111). |
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| Schedule 13, page 197, line 11, at end insert ‘Licensing rules must provide that, in |
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| determining whether the requirements of sub-paragraph 1 are met, the burden of proof |
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| rests on the person who wishes to hold the restricted interest.’. |
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| | Members’ explanatory statement
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| | This amendment is designed to make clear that the onus of demonstrating ‘fitness to own’ rests on |
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| | the applicant, rather than it being for the licensing authority to demonstrate that a person was not |
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| | fit and proper before it could withhold approval. |
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| Schedule 13, page 197, line 15, leave out ‘an interest in’ and insert ‘holding’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111 and the amendments to the material interest and con |
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| | trolled interest provisions (amendments 144 – 155). It changes an interest in a particular percent |
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| | age of shares to a holding of a particular percentage of shares. |
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| Schedule 13, page 197, line 18, leave out ‘power’ and insert ‘rights’. |
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| | Members’ explanatory statement
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| | This amendment is related to the amendments to the voting power tests in the material interest and |
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| | controlled interest provisions (amendments 148 – 151 and 154 – 155). Only voting rights can con |
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| | stitute a controlled interest so the provision about lesser restricted interests only applies in relation |
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| Schedule 13, page 197, line 24, leave out ‘an interest in’ and insert ‘holding’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111 and the amendments to the material interest and con |
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| | trolled interest provisions (amendments 144 – 155). It changes the reference to an interest in a |
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| | smaller percentage of shares to a holding of a smaller percentage of shares. |
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| Schedule 13, page 197, line 27, leave out ‘power’ and insert ‘rights’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to the amendments to the voting power tests in the material interest and |
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| | controlled interest provisions (amendments 148 – 151 and 154 – 155). Only voting rights can con |
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| | stitute a controlled interest so the provision about lesser restricted interests only applies in relation |
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| Schedule 13, page 208, line 29, leave out ‘an interest in shares in a licensed body’ |
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| and insert ‘a shareholding in a licensed body, or in a parent undertaking of a licensed |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It provides that licensing rules may limit a non-au |
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| | thorised person’s shareholding in a licensed body or parent undertaking, rather than his interest |
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| | in shares of a licensed body or parent undertaking. |
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| Schedule 13, page 208, line 31, at end insert— |
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| | ‘(aa) | a non-authorised person may not have an entitlement to exercise, or |
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| | control the exercise of, voting rights in a licensable body, or a parent |
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| | undertaking of a licensable body, which exceeds a limit specified in |
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| | the rules (“the voting limit”);’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111 and the clarification between voting rights and vot |
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| | ing power in amendments 148 – 151 and 154 – 155. It provides that licensing rules may limit a |
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| | non-authorised person’s percentage of voting rights in a licensed body or parent undertaking. |
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| Schedule 13, page 208, line 32, leave out ‘in which non-authorised persons have an |
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| interest’ and insert ‘, or a parent undertaking of a licensed body, held by non-authorised |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 111. It provides that licensing rules may limit the total |
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| | proportion of shares held by non-authorised persons in a licensed body or parent undertaking, |
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| | rather than the total proportion of shares in which non-authorised persons have an interest. |
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| Schedule 13, page 208, line 34, at end insert— |
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| | ‘(c) | the total proportion of voting rights in a licensed body, or a parent |
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| | undertaking of a licensed body, which non-authorised persons are |
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| | entitled to exercise or control the exercise of, may not exceed a limit |
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| | |
| | ( ) | Rules made under any paragraph of sub-paragraph (1) in relation to a licensed |
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| | body and a parent undertaking may specify different limits in relation to the |
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| | licensed body and the parent undertaking.’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendments 111, 148 – 151 and 154 – 155. It provides that licensing |
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| | rules may limit the total proportion of voting rights by non-authorised persons in licensed bodies |
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| | or parent undertakings. It also provides that limits under paragraph 38(1) may differ for licensed |
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| | bodies and parent undertakings. |
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| |
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| Schedule 13, page 208, line 35, leave out from ‘(1)(a)’ to end of line 37 and insert |
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| ‘or (aa) may provide that references in those rules to a person, in relation to a person’s |
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| shareholding or entitlement to exercise or control the exercise of voting rights, are to— |
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| | |
| | (b) | any of the person’s associates, or |
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| | (c) | the person and any of the person’s associates taken together.’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendments 111 and 163, and brings the provision for associates |
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| | into line with the provision at paragraph 3(3) and 4(2). |
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| Schedule 13, page 209, line 2, after ‘body’, insert ‘, or a parent undertaking of a |
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| | Members’ explanatory statement
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| | This amendment is related to amendments 162 and 163 and related to amendment 168. Since |
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| | amendments 162 and 163 allow for limits to be set in relation to both licensed bodies and parent |
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| | undertakings, this amendment adds the reference to parent undertakings. |
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| Schedule 13, page 209, line 4, at end insert ‘or (aa) in relation to the body.’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 163. It provides that paragraph 39 applies not only |
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| | where licensing rules have been made under paragraph 38(1)(a), but also paragraph 38(1)(aa). |
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| Schedule 13, page 209, line 5, leave out from ‘acquires’ to ‘and’ in line 6 and insert |
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| | (a) | a shareholding in the body which exceeds the share limit, or |
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| | (b) | an entitlement to exercise, or control the exercise of, voting rights in |
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| | the body which exceeds the voting limit, |
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| | | must notify the body (and, if the body is a parent undertaking of a licensed |
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| | body, the licensed body)’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendments 162, 163 and 168. It provides that the notification obli |
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| | gations apply to non-authorised persons who exceed the share limit or the voting limit, and pro |
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| | vides for when a notice must be given to a licensed body or a parent undertaking and a licensed |
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| Schedule 13, page 209, line 21, leave out ‘licensed body’ and insert ‘body (and, if |
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| the body is a parent undertaking of a licensed body, the licensed body)’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendment 169. It follows the addition in that amendment of the ob |
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| | ligation to notify the licensed body where there is an obligation to notify a body that is a parent |
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| Schedule 13, page 209, line 33, leave out paragraph 41. |
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| | Members’ explanatory statement
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| | This amendment is related to the amendments to the material and controlled interest provisions |
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| | (144 - 155) and to this Part that allow for divestiture of share capital in parent undertakings or |
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| | other bodies, no matter whether the licensed body in question is a body with share capital. |
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| Schedule 13, page 209, line 38, leave out ‘relevant’. |
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| | Members’ explanatory statement
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| | This amendment is related to amendment 171, which deleted paragraph 41 and therefore the term |
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| | “relevant licensed body”. |
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| Schedule 13, page 210, line 2, leave out ‘interest in shares in any body’ and insert |
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| ‘shareholding in a body corporate with a share capital’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendments to the material interest and controlled interest provi |
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| | sions (amendments 144 – 155). It replaces the reference to interest in shares in any body with |
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| | shareholding in any body corporate with a share capital. |
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| |
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| Schedule 13, page 210, line 12, leave out sub-paragraph (3) and insert— |
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| | ‘() | In sub-paragraph (1)(b), references to a person’s shareholding are to be read in |
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| | accordance with paragraph 3(3) or 4(2) (as the case may be).’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendments to the material interest and controlled interest provi |
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| | sions (amendments 144 – 155), and also brings the reference to associates into line with para |
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| | graphs 3(3), 4(2) and also to 38(2) pursuant to amendment 166. |
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| Schedule 13, page 210, line 15, after ‘38(1)(a)’, insert ‘or (aa)’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendment 163. It provides that the divestiture condition may apply |
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| | where licensing rules have been made not only under paragraph 38(1)(a) (share limit), but also |
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| | under paragraph 38(1)(aa) (voting limit). |
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| |
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| Schedule 13, page 210, line 16, leave out from ‘a’ to end of line 17 and insert |
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| |
| | (a) | the person’s shareholding in the body, or a parent undertaking of the |
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| | body, exceeds the share limit, and the body or parent undertaking (as |
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| | the case may be) is a body corporate with a share capital, or |
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| | (b) | the person’s entitlement to exercise or control the exercise of voting |
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| | rights in the body, or a parent undertaking of the body, exceeds the |
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| | voting limit by virtue of the person holding shares in a body corporate |
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| | |
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| | Members’ explanatory statement
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| | This amendment is related to amendments 162 and 163. It provides that the divestiture condition |
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| | is satisfied where the share limit or voting limit has been exceeded in relation to a licensed body |
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| Schedule 13, page 210, line 18, leave out from ‘means’ to end of line 19 and |
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| | ‘(a) | in a case within sub-paragraph (1)(a), the number of shares by which |
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| | the person’s shareholding exceeds the share limit, and |
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| | (b) | in a case within sub-paragraph (1)(b), the number of shares held by the |
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| | person in excess of the number of shares the person could hold without |
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| | the person’s entitlement to exercise, or control the exercise of, voting |
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| | rights exceeding the voting limit.’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendments 162, 163 and 176. It changes the definition of “excess |
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| | shares” to reflect the changes made in these provisions. |
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| |
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| Schedule 13, page 210, line 20, leave out sub-paragraph (3) and insert— |
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| | ‘() | References in this paragraph to a person’s shareholding (or holding of shares) |
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| | or entitlement are to be read in accordance with any applicable licensing rules |
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| | made under paragraph 38(2).’. |
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| |
| | Members’ explanatory statement
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| | This amendment brings the reference to associates into line with the changes made to paragraph |
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| | 38(2) pursuant to amendment 166. |
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| |
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| Schedule 13, page 210, line 25, leave out ‘relevant’. |
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| |
| | Members’ explanatory statement
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| | This amendment is related to amendment 171, which deleted the concept of “relevant licensed |
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| | |
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