stating the number or amount, and class, of shares or debentures involved.
\n
(3)The provisions of section 54 shall have effect for the interpretation of, and otherwise in relation to, subsections (1) and (2).
\n
(4)
\n
Section 56
\n
shall have effect with respect to the periods within which obligations imposed by subsections (1) and (2) on persons must be fulfilled by them.
\n
(5)
\n
Section 57
\n
shall have effect with respect to certain circumstances in which obligations imposed by subsections (1) and (2) are to be treated as not discharged.
\n
(6)In the case of a person who is a director or secretary of a company at the time when this section comes into operation subsection (2) shall not require the notification by him of the occurrence of an event before that time; and that subsection shall not require the notification by a person of the occurrence of an event whose occurrence comes to his knowledge after he has ceased to be a director or secretary.
\n
(7)A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) or (2) shall be guilty of an offence.
\n
(8)An obligation imposed by this section shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled is expressed to be given in fulfilment of that obligation.
\n
(9)This section applies to shadow directors as to directors, but the making of a notification by a person under this section shall not, in itself, be proof that the person making the notification is a shadow director.
\n
(10)Nothing in this section shall operate so as to impose an obligation with respect to shares in a body corporate which is the wholly owned subsidiary of another body corporate; and for this purpose a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members but that other and that other's wholly owned subsidiaries and its or their nominees.
\n
(11)This section and sections 54 , 56 , 57 and 59 shall have effect in place of section 190 of the Principal Act and of so much of section 193 of that Act as relates to section 190, and that section and so much of section 193 as relates thereto shall, accordingly, cease to have effect.
\n
Nature of an interest within section 53 .
\n
54.—(1) The provisions of this section shall apply in determining for the purposes of section 53 whether a person has an interest in shares or debentures.
\n
(2)Any reference to an interest in shares or debentures shall be read as including a reference to any interest of any kind whatsoever in shares or debentures; and accordingly there shall be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
\n
(3)Where any property is held on trust and any interest in shares or debentures is comprised in that property, any beneficiary of that trust who, apart from this subsection, does not have an interest in the shares or debentures shall be taken to have such an interest; but this subsection is without prejudice to the following provisions of this section.
\n
(4)A person shall be taken to have an interest in shares or debentures if— (a) he enters into a contract for their purchase by him (whether for cash or other consideration); or (b) not being the registered holder, he is entitled to exercise any right conferred by the holding of those shares or debentures or is entitled to control the exercise of any such right.
\n
(5)A person shall be taken to be interested in shares or debentures if a body corporate is interested in them and— (a) that body corporate or its directors are accustomed to act in accordance with his directions or instructions; or (b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.
\n
(6)Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate and that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate (the “relevant voting power”), then, for the purposes of subsection (5) (b), the relevant voting power shall be taken to be exercisable by that person.
\n
(7)A person shall be taken to have an interest in shares or debentures if, otherwise than by virtue of having an interest under a trust— (a) he has a right to call for delivery of the shares or debentures to himself or to his order; or (b) he has a right to acquire an interest in shares or debentures or is under an obligation to take an interest in shares or debentures; whether in any case the right or obligation is conditional or absolute.
\n
(8)For the purposes of subsection (4) (b) a person shall be taken to be entitled to exercise or control the exercise of any right conferred by the holding of shares or debentures if he has a right (whether subject to conditions or not) the exercise of which would make him so entitled or is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
\n
(9)A person shall not by virtue of subsection (4) (b) be taken to be interested in any shares or debentures by reason only that he has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting or has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.
\n
(10)Without prejudice to subsection (2), rights or obligations to subscribe for any shares or debentures shall not be taken for the purposes of subsection (7) to be rights to acquire, or obligations to take, any interest in shares or debentures.
\n
(11)Where persons have a joint interest each of them shall be deemed to have that interest.
\n
(12)It is immaterial that shares or debentures in which a person has an interest are unidentifiable.
\n
(13)Delivery to a person's order of shares or debentures in fulfilment of a contract for the purchase thereof by him or in satisfaction of a right of his to call for delivery thereof, or failure to deliver shares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, shall be deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so shall the lapse of a person's right to call for delivery of shares or debentures.
\n
Interests to be disregarded.
\n
55.—(1) The following interests shall be disregarded for the purposes of section 54 and sections 56 to 58 — (a) where property is held on trust and an interest in shares or debentures is comprised in that property, an interest in reversion or remainder or of a bare trustee and any discretionary interest; (b) an interest of a person subsisting by virtue of— (i) his holding units in— (I) a registered unit trust scheme within the meaning of section 3 of the Unit Trusts Act, 1972 ; (II) a unit trust to which section 31 of the Capital Gains Tax Act, 1975 , as amended by section 34 of the Finance Act, 1977 relates; (III) an undertaking for collective investment in transferable securities, within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 ( S.I. No. 78 of 1989 ); (ii) a scheme made under section 46 of the Charities Act, 1961 ; (c) an interest for the life of himself or another of a person under a settlement in the case of which the property comprised in the settlement consists of or includes shares or debentures, and the conditions mentioned in subsection (3) are satisfied; (d) an interest in shares or debentures held by a member of a recognised stock exchange carrying on business as a stock broker which is held by way of security only for the purposes of a transaction entered into by the person or body concerned in the ordinary course of business of such person or body; (e) such interests, or interests of such a class, as may be prescribed for the purposes of this paragraph by regulations made by the Minister.
\n
(2)A person shall not by virtue of section 54
\n
(4)(b) be taken to be interested in shares or debentures by reason only that he has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting, or has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.
\n
(3)The conditions referred to in subsection (1) (c) are, in relation to a settlement— (a) that it is irrevocable, and (b) that the settlor (within the meaning of section 96 of the Income Tax Act, 1967 ) has no interest in any income arising under, or property comprised in, the settlement.
\n
Periods within which obligations under section 53 must be discharged.
\n
56.—(1) An obligation imposed on a person by section 53
\n
(1)to notify an interest must, if he knows of the existence of the interest on the relevant day (that is to say, in a case in which he is a director or secretary at the beginning of the day on which that section comes into operation, the last previous day, and, in a case in which he thereafter becomes a director or secretary, the day on which he becomes it), be fulfilled before the expiration of the period of five days beginning with the day next following the relevant day; otherwise it must be fulfilled before the expiration of the period of five days beginning with the day next following that on which the existence of the interest comes to his knowledge.
\n
(2)An obligation imposed on a person by section 53
\n
(2)to notify the occurrence of an event must, if at the time at which the event occurs he knows of its occurrence, be fulfilled before the expiration of the period of five days beginning with the day next following that on which it occurs; otherwise, it must be fulfilled before the expiration of the period of five days beginning with the day next following that on which the occurrence of the event comes to his knowledge.
\n
Circumstances in which obligation under section 53 is not discharged.
\n
57.—(1) Where an event of whose occurrence a director or secretary is, by virtue of section 53
\n
(2)(a), under obligation to notify a company consists of his entering into a contract for the purchase by him of shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the price to be paid by him under the contract, and an obligation imposed on a director or secretary by virtue of section 53
\n
(2)(b) shall be taken not to be discharged in the absence of inclusion in the notice of the price to be received by him under the contract.
\n
(2)An obligation imposed on a director or secretary by virtue of section 53
\n
(2)(c) to notify a company shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact), and where an event of whose occurrence a director is, by virtue of section 53
\n
(2)(d), under obligation to notify a company consists in his assigning a right, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a similar statement.
\n
(3)Where an event of whose occurrence a director or secretary is, by virtue of section 53
\n
(2)(d), under obligation to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the obligation shall not be taken to be discharged in the absence of inclusion in the notice of a statement of— (a) the date on which the right was granted, (b) the period during which or time at which the right is exercisable, (c) the consideration for the grant (or, if it be the case that there is no consideration, that fact), and (d) the price to be paid for the shares or debentures.
\n
(4)Where an event of whose occurrence a director or secretary is, by virtue of section 53
\n
(2)(d), under obligation to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of— (a) the number of shares or amount of debentures in respect of which the right was exercised, and (b) if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two persons or more) with the number or amount thereof registered in the name of each of them.
\n
(5)For the purposes of this section any reference, however expressed, to any price paid, given or received in respect of any interest in shares or debentures shall be construed as including a reference to any consideration other than money given or received in respect of any such interest.
\n
Other provisions relating to notification.
\n
58.—(1) Where a person authorises any other person (“the agent”) to acquire or dispose of, on his behalf, interests in shares in, or debentures of, a company, he shall secure that the agent notifies him immediately of acquisitions or disposals of interests in such shares or debentures effected by the agent which will or may give rise to any obligation on his part to make a notification under this Chapter with respect to his interest in those shares or debentures.
\n
(2)An obligation to make any notification imposed on any person by this Chapter shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address.
\n
(3)Where a person fails to fulfil, within the proper period, an obligation to which he is subject by virtue of section 53 , no right or interest of any kind whatsoever in respect of the shares or debentures concerned shall be enforceable by him, whether directly or indirectly, by action or legal proceeding.
\n
(4)Where any right or interest is restricted under subsection (3), any person in default under that subsection or any other person affected by such restriction may apply to the court for relief against a disability imposed by or arising out of subsection (3) and the court on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular right or interest on such terms and conditions as it sees fit.
\n
(5)Where an applicant for relief under subsection (4) is a person referred to in subsection (3), the court may not grant such relief if it appears that the default has arisen as a result of any deliberate act or omission on the part of the applicant.
\n
(6)Subsection (3) shall not apply to an obligation relating to a person ceasing to be interested in shares in, or debentures of, a company.
\n
(7)A person who fails without reasonable excuse to comply with subsection (1) shall be guilty of an offence.
\n
Register of interests.
\n
59.—(1) Every company shall keep a register for the purposes of section 53 .
\n
(2)Whenever the company receives information from a director or secretary in consequence of the fulfilment of an obligation imposed on him by that section, the company shall enter in the register, against the name of that person, that information and the date of the entry.
\n
(3)Every company shall, whenever it grants to a director or secretary a right to subscribe for shares in, or debentures of, the company, enter in the register against his name— (a) the date on which the right is granted, (b) the period during which or time at which it is exercisable, (c) the consideration for the grant (or, if it be the case that there is no consideration, that fact), and (d) the description of shares or debentures involved and the number or amount thereof, and the price to be paid therefor.
\n
(4)Whenever such a right as is mentioned in subsection (3) is exercised by a director or secretary, the company shall enter in the said register against his name that fact (identifying the right), the number or amount of shares or debentures in respect of which it is exercised and, if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two persons or more) with the number or amount thereof registered in the name of each of them.
\n
(5)This section applies to shadow directors as to directors.
\n
Provisions relating to register.
\n
60.—(1) The register to be kept under section 59 shall be so made up that the entries therein against the several names inscribed therein appear in chronological order.
\n
(2)An obligation imposed by section 59
\n
(2)to (4) shall be fulfilled before the expiration of the period of 3 days beginning with the day next following that on which it arises.
\n
(3)The nature and extent of an interest recorded in the said register of a director or secretary in any shares or debentures shall, if he so requires, be recorded in the said register.
\n
(4)The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.
\n
(5)The said register shall— (a) if the company's register of members is kept at its registered office, be kept there; (b) if the company's register of members is not so kept, be kept at the company's registered office or at the place where its register of members is kept; and shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of 30p or such less sum as the company may prescribe for each inspection.
\n
(6)The company shall send notice to the registrar of companies of the place where the said register is kept and of any change in that place, save in a case in which it has at all times been kept at its registered office.
\n
(7)Unless the said register is in such a form as to constitute in itself an index, the company shall keep an index of the names entered therein which shall— (a) in respect of each name, contain a sufficient indication to enable the information inscribed against it to be readily found; and (b) be kept at the same place as the said register; and the company shall, within 14 days after the date on which a name is entered in the said register, make any necessary alteration in the index.
\n
(8)Any member of the company or other person may require a copy of the said register, or of any part thereof, on payment of 15p or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied.
\n
The company shall cause any copy so required by any person to be sent to that person within the period of 10 days beginning with the day next following that on which the requirement is received by the company.
\n
(9)The said register shall also be and remain open and accessible to any person attending the company's annual general meeting at least one quarter hour before the appointed time for the commencement of the meeting and during the continuance of the meeting.
\n
(10)If default is made in compliance with subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine not exceeding £1,000; and if default is made for 14 days in complying with subsection (6) the company and every officer of the company who is in default shall be liable to a fine not exceeding £1,000; and if default is made in complying with section 59 or with subsection (1), (2) or (7) of this section or if an inspection required under this section is refused or any copy required thereunder is not sent within the proper period the company and every officer of the company who is in default shall be liable to a fine not exceeding £1,000.
\n
(11)In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send within the proper period a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.
\n
Removal of entries from register.
\n
61.—(1) A company may remove an entry against a person's name from the register of interests in shares and debentures kept under section 59 if more than 6 years has elapsed since the date of the entry being made, and either— (a) that entry recorded the fact that the person in question has ceased to have an interest notifiable under this Chapter in shares in, or debentures of, the company, or (b) it has been superseded by a later entry made under the said section 59 against the same person's name; and in a case within paragraph (a) the company may also remove that person's name from the register.
\n
(2)Where a name is removed from a company's register of interests in shares or debentures in pursuance of subsection (1), the company shall within 14 days of the date of that removal make any necessary alterations in any associated index.
\n
(3)If default is made in complying with subsection (2), the company and every officer of it who is in default shall be guilty of an offence and liable to a fine.
\n
Entries, when not to be removed.
\n
62.—(1) Entries in a company's register of interests in shares and debentures under this Chapter shall not be deleted except in accordance with section 61 .
\n
(2)If an entry is deleted from a company's register of interests in shares in contravention of subsection (1), the company shall restore that entry to the register as soon as is reasonable and practicable.
\n
(3)If default is made in complying with subsection (1) or (2), the company and every officer of it who is in default shall be guilty of an offence and liable to a fine.
\n
Disclosure of interests in directors' report.
\n
63.—(1) Subject to subsection (2), the directors' report or the notes to the company's accounts in respect of a financial year shall, as respects each person who, at the end of that year, was a director of the company, state— (a) whether or not he was, at the end of that year, interested in shares in, or debentures of, the company or any other body corporate being the company's subsidiary or holding company or a subsidiary of the company's holding company; (b) if he was so interested— (i) the number and amount of shares in, and debentures of, each body (specifying it) in which he was then interested, (ii) whether or not he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the company or any other such body corporate, and, (iii) if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which he was interested at the beginning of that year or, as the case may be, when he became a director.
\n
(2)The reference in subsection (1) to the directors' report and the notes to the company's accounts are references to the report and notes respectively which are required by virtue of the Companies (Amendment) Act, 1986 to be annexed to the Annual Return and where a company does not annex the report of the directors, as permitted by section 10 (2) of the aforementioned Act, the information required in subsection (1) shall be contained in the notes to the company's accounts.
\n
(3)The references in subsection (1) to the time when a person became a director shall, in the case of a person who became a director on more than one occasion, be construed as referring to the time when he first became a director.
\n
(4)For the purposes of this section “the directors' report” means the report by the directors of a company which, by section 158 (1) of the Principal Act, is required to be attached to every balance sheet of the company.
\n
(5)The information required by subsection (1) to be given in respect of the directors of the company shall also be given in respect of the person who was the secretary of the company at the end of the financial year concerned.
\n
Extension of section 53 to spouses and children.
\n
64.—(1) For the purposes of section 53 — (a) an interest of the spouse of a director or secretary of a company (not being himself or herself a director or secretary thereof) in shares or debentures shall be treated as being the director's or secretary's interest, and (b) the same applies to an interest of a minor child of a director or secretary of a company (not being himself or herself a director or secretary thereof) in shares or debentures.
\n
(2)For those purposes— (a) a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, the spouse of a director or secretary of a company (not being himself or herself a director or secretary thereof) shall be treated as having been entered into, exercised or made by, or, as the case may be, as having been made to, the director or secretary, and (b) the same applies to a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, a minor child of a director or secretary of a company (not being himself or herself a director or secretary thereof).
\n
(3)A director or secretary of a company shall be under obligation to notify the company in writing of the occurrence, while he or she is director or secretary, of either of the following events, namely— (a) the grant to his or her spouse or minor child by the company, of a right to subscribe for shares in, or debentures of, the company; and (b) the exercise by the spouse or minor child of such a right as aforesaid granted by the company to the spouse or child.
\n
(4)In a notice given to the company under subsection (3) there shall be stated— (a) in the case of the grant of a right, the like information as is required by section 53 to be stated by the director or secretary on the grant to him by another body corporate of a right to subscribe for shares in, or debentures of, that other body corporate, and (b) in the case of the exercise of a right, the like information as is required by that section to be stated by the director or secretary on the exercise of a right granted to him by another body corporate to subscribe for shares in, or debentures of, that other body corporate.
\n
(5)An obligation imposed by subsection (3) on a director or secretary must be fulfilled by him before the expiration of the period of 5 days beginning with the day next following that on which the occurrence of the event that gives rise to it comes to his knowledge.
\n
(6)A person who fails to fulfil, within the proper period, an obligation to which he is subject under subsection (3) shall be guilty of an offence.
\n
(7)The provisions set out in sections 54 and 55 shall have effect for the interpretation of, and otherwise in relation to, subsections (1) and (2), and subsections (8) and (9) of section 53 shall, with any requisite modification, have effect for the purposes of this section as they have effect for the purposes of that section.
\n
(8)For the purposes of section 59 an obligation imposed on a director or secretary by this section shall be treated as if imposed by section 53 .
\n
Duty of company to notify stock exchange.
\n
65.—(1) Whenever a company in the case of whose shares or debentures dealing facilities are provided by a recognised stock exchange is notified of any matter by a director or secretary in consequence of the fulfilment of an obligation imposed on him by section 53 or 64 , and that matter relates to shares or debentures for which such dealing facilities are provided, the company shall be under an obligation to notify that stock exchange of that matter; and the stock exchange may publish, in such manner as it may determine, any information received by it under this subsection.
\n
(2)An obligation imposed by subsection (1) must be fulfilled before the end of the day next following that on which it arises.
\n
(3)If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.
\n
Investigation of share dealing.
\n
66.—(1) If it appears to the Minister that there are circumstances suggesting that contraventions may have occurred, in relation to shares in, or debentures of, a company, of section 30 , 53 or 64
\n
(3)to (5) he may appoint one or more competent inspectors to carry out such investigations as are requisite to establish whether or not contraventions have occurred as aforesaid and to report the result of their investigations to the Minister.
\n
(2)The appointment under this section of an inspector may limit the period to which his investigation is to extend or confine it to shares or debentures of a particular class or both.
\n
(3)For the purposes of any investigation under this section, section 10 shall apply— (a) with the substitution, for references to any other body corporate whose affairs are investigated by virtue of section 9 , of a reference to any other body corporate which is, or has at any relevant time been, the company's subsidiary or holding company, and (b) with the necessary modification of the reference, in section 10
\n
(5), to the affairs of the company or other body corporate, so, however, that it shall apply to members of a recognised stock exchange who are individuals and to officers (past as well as present) of members of such an exchange who are bodies corporate as it applies to officers of the company or of the other body corporate.
\n
(4)The inspectors may, and, if so directed by the Minister, shall, make interim reports to the Minister, and, on the conclusion of the investigation, shall make a final report to the Minister.
\n
(5)Any such report shall be written or printed, as the Minister may direct, and the Minister may cause it to be published.
\n
(6)Sections 9 , 16 to 18 , 22 , 23
\n
(1)and 23
\n
(3)shall, with any necessary modifications, apply for the purposes of this section.
\n
(7)The expenses of an investigation under this section shall be defrayed by the Minister.
\n
(8)Where a person is convicted of an offence on a prosecution instituted as a result of the investigation the High Court may, on the application of the Minister, order that person to pay the said expenses to such extent as the court may direct.
\n
Chapter 2
\n
Individual and Group Acquisitions Obligation of disclosure and the cases in which it may arise.
\n
67.—(1) Where a person either— (a) to his knowledge acquires an interest in shares comprised in a public limited company's relevant share capital, or ceases to be interested in shares so comprised (whether or not retaining an interest in other shares so comprised), or (b) becomes aware that he has acquired an interest in shares so comprised or that he has ceased to be interested in shares so comprised in which he was previously interested, then, subject to the provisions of sections 68 to 79 , he shall be under an obligation (“the obligation of disclosure”) to make notification to the company of the interests which he has, or had, in its shares.
\n
(2)In relation to a public limited company, “relevant share capital” means the company's issued share capital of a class carrying rights to vote in all circumstances at general meetings of the company and it is hereby declared for the avoidance of doubt that— (a) where a company's relevant share capital is divided into different classes of shares, references in this Chapter to a percentage of the nominal value of its relevant share capital are to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately, and (b) the temporary suspension of voting rights in respect of shares comprised in issued share capital of a company of any such class does not affect the application of this Chapter in relation to interests in those or any other shares comprised in that class.
\n
(3)Where, otherwise than in circumstances within subsection (1), a person— (a) is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of the next following section to an existing interest of his in shares comprised in a company's share capital of any description, or (b) otherwise becomes aware of any such facts (whether or not arising from any such change of circumstances), then, subject to the provisions of sections 68 to 79 , he shall be under the obligation of disclosure.
\n
(4)The acquisition by any person of an interest in shares or debentures of a company registered in the State shall be deemed to be a consent by that person to the disclosure by him, his agents or intermediaries of any information required to be disclosed in relation to shares or debentures by the Companies Acts.
\n
Interests to be disclosed.
\n
68.—(1) For the purposes of the obligation of disclosure, the interests to be taken into account are those in relevant share capital of the company concerned.
\n
(2)A person has a notifiable interest at any time when he is interested in shares comprised in that share capital of an aggregate nominal value equal to or more than the percentage of the nominal value of that share capital which is for the time being the notifiable percentage.
\n
(3)All facts relevant to determining whether a person has a notifiable interest at any time (or the percentage level of his interest) are taken to be what he knows the facts to be at that time.
\n
(4)The obligation of disclosure arises under section 67
\n
(1)or (3) where the person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time.
\n
(5)The obligation also arises under section 67
\n
(1)where— (a) the person had a notifiable interest immediately before the relevant time, but does not have such an interest immediately after it, or (b) he had a notifiable interest immediately before that time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same.
\n
(6)For the purposes of this section, “the relevant time” means— (a) in a case within section 67
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(1)(a) or (3) (a), the time of the event or change of circumstances there mentioned, and (b) in a case within section 67
\n
(1)(b) or (3) (b), the time at which the person became aware of the facts in question. “Percentage level” in relation to notifiable interests.
\n
69.—(1) Subject to the qualification mentioned below, “percentage level”, in section 68
\n
(5)(b), means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the share capital concerned in which the person is interested immediately before or (as the case may be) immediately after the relevant time as a percentage of the nominal value of that share capital and rounding that figure down, if it is not a whole number, to the next whole number.
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(2)Where the nominal value of the share capital is greater immediately after the relevant time than it was immediately before, the percentage level of the person's interest immediately before (as well as immediately after) that time is determined by reference to the larger amount.
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The notifiable percentage.
\n
70.—(1) The reference in section 68
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(2)to the notifiable percentage is to 5 per cent, or such other percentage as may be prescribed by the Minister under this section.
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(2)The Minister may prescribe the percentage to apply in determining whether a person's interest in a company's shares is notifiable under section 67 ; and different percentages may be prescribed in relation to companies of different classes or descriptions.
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(3)Where in consequence of a reduction prescribed under this section in the percentage made by such order a person's interest in a company's shares becomes notifiable, he shall then come under the obligation of disclosure in respect of it; and the obligation must be performed within the period of 10 days next following the day on which it arises.
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Particulars to be contained in notification.
\n
71.—(1) Subject to section 70
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(3)a person's obligation to make a notification under section 67 must be performed within the period of 5 days next following the day on which the obligation arises; and the notification must be in writing to the company.
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(2)The notification must specify the share capital to which it relates, and must also— (a) state the number of shares comprised in that share capital in which the person making the notification knows he was interested immediately after the time when the obligation arose, or (b) in a case where the person no longer has a notifiable interest in shares comprised in that share capital, state that he no longer has that interest.
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(3)A notification with respect to a person's interest in a company's relevant share capital (other than one stating that he no longer has a notifiable interest in shares comprised in that share capital) shall include particulars of— (a) the identity of each registered holder of shares to which the notification relates, and (b) the number of those shares held by each such registered holder, so far as known to the person making the notification at the date when the notification is made.
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(4)A person who has an interest in shares comprised in a company's relevant share capital, that interest being notifiable, is under obligation to notify the company in writing— (a) of any particulars in relation to those shares which are specified in subsection (3), and (b) of any change in those particulars, of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he comes under any further obligation of disclosure with respect to his interest in shares comprised in that share capital.
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An obligation arising under this section must be performed within the period of 5 days next following the day on which it arises.
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(5)The reference in subsection (4) to an interest notification date, in relation to a person's interest in shares comprised in a public limited company's relevant share capital, is to either of the following— (a) the date of any notification made by him with respect to his interest under this Part, and (b) where he has failed to make a notification, the date on which the period allowed for making it came to an end.
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(6)A person who at any time has an interest in shares which is notifiable is to be regarded under subsection (4) as continuing to have a notifiable interest in them unless and until he comes under obligation to make a notification stating that he no longer has such an interest in those shares.
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Notification of family and corporate interests.
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72.—(1) For the purposes of sections 67 to 71 a person is taken to be interested in any shares in which his spouse or any minor child of his is interested.
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(2)For those purposes, a person is taken to be interested in shares if a body corporate is interested in them and— (a) that body or its directors are accustomed to act in accordance with his directions or instructions, or (b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.
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(3)Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate and that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate (“the effective voting power”) then, for the purposes of subsection (2) (b), the effective voting power is taken as exercisable by that person.
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(4)For the purposes of subsections (2) and (3) a person is entitled to exercise or control the exercise of voting power if— (a) he has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or (b) he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.
\n
Agreement to acquire interests in a public limited company.
\n
73.—(1) Subject to the following provisions of this section an agreement between two or more persons which includes provision for the acquisition by any one or more of the parties to the agreement of interests in shares comprised in relevant share capital of a particular public limited company (“the target company”) is an agreement to which this section applies if— (a) it also includes provisions imposing obligations or restrictions on any one or more of the parties to the agreement with respect to their use, retention or disposal of interests in that company's shares acquired in pursuance of the agreement (whether or not together with any other interests of theirs in that company's shares to which the agreement relates); and (b) any interest in the company's shares is in fact acquired by any of the parties in pursuance of the agreement; and in relation to such an agreement references in this section, and in sections 74 and 75 , to the target company are to the company which is the target company for that agreement in accordance with this section.
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(2)The reference in subsection (1) (a) to the use of interests in shares in the target company is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into any agreement for the exercise, or for control of the exercise, of any of those rights by another person).
\n
(3)Once any interest in shares in the target company has been acquired in pursuance of such an agreement as is mentioned above, this section continues to apply to that agreement irrespective of— (a) whether or not any further acquisitions of interests in the company's shares take place in pursuance of the agreement, and (b) any change in the persons who are for the time being parties to it, and (c) any variation of the agreement, so long as the agreement continues to include provisions of any description mentioned in subsection (1) (a).
\n
References in this subsection to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
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(4)In this section, and also in references elsewhere in this Part to an agreement to which this section applies, “agreement” includes any agreement or arrangement; and references in this section to provisions of an agreement— (a) accordingly include undertakings, expectations or understandings operative under any arrangement, and (b) (without prejudice to the above) also include any provisions, whether express or implied and whether absolute or not.
\n
(5)This section does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the section apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.
\n
Obligation of disclosure arising under section 73 .
\n
74.—(1) In the case of an agreement to which section 73 applies, each party to the agreement shall be taken (for purposes of the obligation of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement).
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(2)For those purposes, and also for those of section 75 , an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 73 and this section in relation to the agreement.
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(3)Accordingly, any such interest of the person (apart from the agreement) includes for those purposes any interest treated as his under section 72 or by the application of section 73 and this section in relation to any other agreement with respect to shares in the target company to which he is a party.
\n
(4)A notification with respect to his interest in shares in the target company made to that company under this Part by a person who is for the time being a party to an agreement to which section 73 applies shall— (a) state that the person making the notification is a party to such an agreement, (b) include the names and (so far as known to him) the addresses of the other parties to the agreement, identifying them as such, and (c) state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of section 73 and this section and, if so, the number of those shares.
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(5)Where a person makes a notification to a company under this Part in consequence of ceasing to be interested in any shares of that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which section 73 applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other.
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Obligation of persons acting together to keep each other informed.
\n
75.—(1) A person who is a party to an agreement to which section 73 applies shall be subject to the requirements of this section at any time when— (a) the target company is a public limited company, and he knows it to be so, and (b) the shares in that company to which the agreement relates consist of or include shares comprised in relevant share capital of the company, and he knows that to be the case, and (c) he knows the facts which make the agreement one to which section 73 applies.
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(2)Such a person shall be under obligation to notify every other party to the agreement, in writing, of the relevant particulars of his interest (if any) apart from the agreement in shares comprised in relevant share capital of the target company— (a) on his first becoming subject to the requirements of this section, and (b) on each occurrence after that time while he is still subject to those requirements of any event or circumstances within section 67
\n
(1)(as it applies to his case otherwise than by reference to interests treated as his under section 74 as applying to that agreement).
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(3)The relevant particulars to be notified under subsection (2) are— (a) the number of shares (if any) comprised in the target company's relevant share capital in which the person giving the notice would be required to state his interest if he were under the obligation of disclosure with respect to that interest (apart from the agreement) immediately after the time when the obligation to give notice under subsection (2) arose, and (b) the relevant particulars with respect to the registered ownership of those shares, so far as known to him at the date of the notice.
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(4)A person who is for the time being subject to the requirements of this section shall be under obligation to notify every other party to the agreement, in writing— (a) of any relevant particulars with respect to the registered ownership of any shares comprised in relevant share capital of the target company in which he is interested apart from the agreement, and (b) of any change in those particulars, of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he becomes subject to any further obligation to give notice under subsection (2) with respect to his interest in shares comprised in that share capital.
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(5)The reference in subsection (4) to an interest notification date, in relation to a person's interest in shares comprised in the target company's relevant share capital, is to either of the following— (a) the date of any notice given by him with respect to his interest under subsection (2), and (b) where he has failed to give that notice, the date on which the period allowed by this section for giving the notice came to an end.
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(6)A person who is a party to an agreement to which section 73 applies shall be under an obligation to notify each other party to the agreement, in writing, of his current address— (a) on his first becoming subject to the requirements of this section, and (b) on any change in his address occurring after that time and while he is still subject to those requirements.
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(7)A reference to the relevant particulars with respect to the registered ownership of shares is to such particulars in relation to those shares as are mentioned in section 71
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(3)(a) or (b).
\n
(8)A person's obligation to give any notice required by this section to any other person must be performed within the period of 5 days next following the day on which that obligation arose.
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Interests in shares by attribution.
\n
76.—(1) Where section 67 or 68 refers to a person acquiring an interest in shares or ceasing to be interested in shares, that reference in certain cases includes his becoming or ceasing to be interested in those shares by virtue of another person's interest.
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(2)This section applies where he becomes or ceases to be interested by virtue of section 72 or (as the case may be) section 74 whether— (a) by virtue of the fact that the person who is interested in the shares becomes or ceases to be a person whose interests (if any) fall by virtue of either section to be treated as his, or (b) in consequence of the fact that such a person has become or ceased to be interested in the shares, or (c) in consequence of the fact that he himself becomes or ceases to be a party to an agreement to which section 73 applies to which the person interested in the shares is for the time being a party, or (d) in consequence of the fact that an agreement to which both he and that person are parties becomes or ceases to be one to which the said section 73 applies.
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(3)The person shall be treated under section 67 as knowing he has acquired an interest in the shares or (as the case may be) that he has ceased to be interested in them, if and when he knows both— (a) the relevant facts with respect to the other person's interest in the shares, and (b) the relevant facts by virtue of which he himself has become or ceased to be interested in them in accordance with section 72 or 74 .
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(4)He shall be deemed to know the relevant facts referred to in subsection (3) (a) if he knows (whether contemporaneously or not) either of the subsistence of the other person's interest at any material time or of the fact that the other has become or ceased to be interested in the shares at any such time; and “material time” is any time at which the other's interests (if any) fall or fell to be treated as his under section 72 or 74 .
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(5)A person is to be regarded as knowing of the subsistence of another's interest in shares or (as the case may be) that another has become or ceased to be interested in shares if he has been notified under section 75 of facts with respect to the other's interest which indicate that he is or has become or ceased to be interested in the shares (whether on his own account or by virtue of a third party's interest in them).
\n
Interests in shares which are to be notified.
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77.—(1) This section applies, subject to section 78 , in determining for purposes of sections 67 to 71 whether a person has a notifiable interest in shares.
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(2)A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares. Accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
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(3)Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this subsection does not have an interest in the shares is to be taken as having such an interest; but this subsection is without prejudice to the following provisions of this section.
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(4)A person is taken to have an interest in shares if— (a) he enters into a contract for their purchase by him (whether for cash or other consideration), or (b) not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
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(5)For the purposes of subsection (4) (b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he— (a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or (b) is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
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(6)A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust— (a) he has a right to call for delivery of the shares to himself or to his order, or (b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares, whether in any case the right or obligation is conditional or absolute.
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(7)Without prejudice to subsection (2), rights or obligations to subscribe for any shares shall not be taken for the purposes of subsection (6) to be rights to acquire, or obligations to take, any interest in shares.
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(8)Where persons have a joint interest each of them shall be taken to have that interest.
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(9)It is immaterial that shares in which a person has an interest are unidentifiable.
\n
(10)Delivery to a person's order of shares in fulfilment of a contract for the purchase thereof by him or in satisfaction of a right of his to call for delivery thereof, or failure to deliver shares in accordance with the terms of such a contract or on which such a right falls to be satisfied, shall be deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so shall the lapse of a person's right to call for delivery of shares.
\n
Interests to be disregarded.
\n
78.—(1) The following interests in shares shall be disregarded for the purposes of sections 67 to 71 — (a) where property is held on trust and an interest in shares is comprised in that property, an interest in reversion or remainder or of a bare trustee and any discretionary interest; (b) an interest of a person subsisting by virtue of— (i) his holding units in— (I) a registered unit trust scheme within the meaning of section 3 of the Unit Trusts Act, 1972 ; (II) a unit trust to which section 31 of the Capital Gains Tax Act, 1975 , as amended by section 34 of the Finance Act, 1977 , relates; (III) an undertaking for collective investment in transferable securities, within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 ( S.I. No. 78 of 1989 ); or (ii) a scheme made under section 46 of the Charities Act, 1961 ; (c) an interest for the life of himself or another of a person under a settlement in the case of which the property comprised in the settlement consists of or includes shares, and the conditions mentioned in subsection (3) are satisfied; (d) an exempt security interest; (e) an interest of the President of the High Court subsisting by virtue of section 13 of the Succession Act, 1965 ; (f) an interest of the Accountant of the High Court in shares held by him in accordance with rules of court; (g) such interests, or interests of such a class, as may be prescribed for purposes of this paragraph by regulations made by the Minister.
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(2)A person shall not by virtue of section 77
\n
(4)(b) be taken to be interested in shares by reason only that he has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting, or has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.
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(3)The conditions referred to in subsection (1) (c) are, in relation to a settlement— (a) that it is irrevocable, and (b) that the settlor (within the meaning of section 96 of the Income Tax Act, 1967 ) has no interest in any income arising under, or property comprised in, the settlement.
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(4)An interest in shares is an exempt security interest for purposes of subsection (1) (d) if— (a) it is held by— (i) the holder of a licence under section 9 of the Central Bank Act, 1971 , or an insurance company within the meaning of the Insurance Acts, 1909 to 1990, (ii) a trustee savings bank (within the meaning of the Trustee Savings Banks Acts, 1863 to 1979) or a Post Office Savings Bank within the meaning of the Post Office Savings Bank Acts, 1861 to 1958, (iii) Agricultural Credit Corporation plc or Industrial Credit Corporation plc, (iv) a member of a recognised stock exchange carrying on business as a stockbroker, and (b) it is held by way of security only for the purposes of a transaction entered into by the person or body concerned in the ordinary course of business of such person or body.
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Other provisions relating to notification.
\n
79.—(1) Where a person authorises any other person (“the agent”) to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of a public limited company, he shall secure that the agent notifies him immediately of acquisitions or disposals of interests in shares so comprised effected by the agent which will or may give rise to any obligation on his part to make a notification under this Chapter with respect to his interest in that share capital.
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(2)An obligation to make any notification imposed on any person by this Chapter shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address, and in a case where he is a director or secretary of the company, is expressed to be given in fulfilment of that obligation.
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(3)Where a person— (a) fails to fulfil, within the proper period, an obligation to make any notification required by this Chapter; or (b) in purported fulfilment of any such obligation makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false; or (c) fails to fulfil, within the proper period, an obligation to give any other person any notice required by section 75 , no right or interest of any kind whatsoever in respect of any shares in the company concerned, held by him, shall be enforceable by him, whether directly or indirectly, by action or legal proceeding.
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(4)Where any right or interest is restricted under subsection (3), any person in default under that subsection or any other person affected by such restriction may apply to the court for relief against a disability imposed by or arising out of subsection (3) and the court on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular right or interest on such terms and conditions as it sees fit.
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(5)Where an applicant for relief under subsection (4) is a person referred to in subsection (3), the court may not grant such relief if it appears that the default has arisen as a result of any deliberate act or omission on the part of the applicant.
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(6)Subsection (3) shall not apply to an obligation relating to a person ceasing to be interested in shares in any company.
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(7)A person who— (a) fails to fulfil, within the proper period, an obligation of disclosure imposed on him by this Chapter, or (b) fails to fulfil, within the proper period, an obligation to give any other person a notice required by section 75 , or (c) fails without reasonable excuse to comply with subsection (1), shall be guilty of an offence.
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(8)It shall be a defence for a person charged with an offence under subsection (7) (b) to prove that it was not possible for him to give the notice to that other person required by section 75 within the proper period, and either— (a) that it has not since become possible for him to give the notice so required; or (b) that he gave that notice as soon after the end of that period as it became possible for him to do so.
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Register of interests in shares.
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80.—(1) Every public limited company shall keep a register for purposes of sections 67 to 71 and whenever the company receives information from a person in consequence of the fulfilment of an obligation imposed on him by any of those sections, it is under obligation to inscribe in the register, against that person's name, that information and the date of the inscription.
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(2)Without prejudice to subsection (1), where a company receives a notification under this Part which includes a statement that the person making the notification, or any other person, has ceased to be a party to an agreement to which section 73 applies, the company shall be under obligation to record that information against the name of that person in every place where his name appears in the register as a party to that agreement (including any entry relating to him made against another person's name).
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(3)An obligation imposed by subsection (1) or (2) must be fulfilled within the period of 3 days next following the day on which it arises.
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(4)The nature and extent of an interest recorded in the said register of a person in any shares shall, if he so requires, be recorded in the said register.
\n
(5)The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
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(6)The register must be so made up that the entries against the several names entered in it appear in chronological order.
\n
(7)Unless the register is in such form as to constitute in itself an index, the company shall keep an index of the names entered in the register which shall in respect of each name contain a sufficient indication to enable the information entered against it to be readily found; and the company shall, within 10 days after the date on which a name is entered in the register, make any necessary alteration in the index.
\n
(8)If the company ceases to be a public limited company it shall continue to keep the register and any associated index until the end of the period of 6 years beginning with the day next following that on which it ceases to be such a company.
\n
(9)The register and any associated index— (a) shall be kept at the place at which the register required to be kept by the company by section 59 (register of directors' and secretaries' interests) is kept, and (b) shall be available for inspection in accordance with section 88 .
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(10)If default is made in complying with any of the provisions of this section, the company and every officer of it who is in default shall be liable to a fine not exceeding £1,000, and for continued contravention, to a daily default fine not exceeding £50.
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Company investigations.
\n
81.—(1) A public limited company may by notice in writing require a person whom the company knows or has reasonable cause to believe to be or, at any time during the 3 years immediately preceding the date on which the notice is issued (but excluding any time before the commencement of this section), to have been interested in shares comprised in the company's relevant share capital— (a) to confirm that fact or (as the case may be) to indicate whether or not it is the case, and (b) where he holds or has during that time held an interest in shares so comprised, to give such further information as may be required in accordance with the following subsection.
\n
(2)A notice under this section may require the person to whom it is addressed— (a) to give particulars of his own past or present interest in shares comprised in relevant share capital of the company (held by him at any time during the 3 year period mentioned in subsection (1)), (b) where the interest is a present interest and any other interest in shares subsists or, in any case, where another interest in the shares subsisted during that 3 year period at any time when his own interest subsisted, to give (so far as lies within his knowledge) such particulars with respect to that other interest as may be required by the notice, (c) where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.
\n
(3)The particulars referred to in subsection (2) (a) and (2) (b) include particulars of the identity of persons interested in the shares in question and of whether persons interested in the same shares are or were parties to any agreement to which section 73 applies or to any agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.
\n
(4)A notice under this section shall require any information given in response to the notice to be given in writing within such reasonable time as may be specified in the notice.
\n
(5)Sections 72 to 74 and 77 apply for the purpose of construing references in this section to persons interested in shares and to interests in shares respectively, as they apply in relation to sections 67 to 70 (but with the omission of any reference to section 78 ).
\n
(6)This section applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in a public limited company which would on issue be comprised in relevant share capital of that company as it applies in relation to a person who is or was interested in shares so comprised; and references in this section to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.
\n
Registration of interests disclosed under section 81 .
\n
82.—(1) Whenever in pursuance of a requirement imposed on a person under section 81 a company receives information to which this section applies relating to shares comprised in its relevant share capital, it is under obligation to enter against the name of the registered holder of those shares, in a separate part of its register of interests in shares— (a) the fact that the requirement was imposed and the date on which it was imposed, and (b) any information to which this section applies received in pursuance of the requirement.
\n
(2)This section applies to any information received in pursuance of a requirement imposed by section 81 which relates to the present interests held by any persons in shares comprised in relevant share capital of the company in question.
\n
(3)Subsections (3) to (10) of section 80 apply in relation to any part of the register maintained in accordance with subsection (1) of this section, reading references to subsection (1) of that section to include subsection (1) of this section.
\n
Company investigations on requisition by members.
\n
83.—(1) A company may be required to exercise its powers under section 81 on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as carries at that date the right of voting at general meetings of the company.
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(2)The requisition must— (a) state that the requisitionists are requiring the company to exercise its powers under section 81 , (b) specify the manner in which they require those powers to be exercised, and (c) give reasonable grounds for requiring the company to exercise those powers in the manner specified, and must be signed by the requisitionists and deposited at the company's registered office.
\n
(3)The requisition may consist of several documents in like form each signed by one or more requisitionists.
\n
(4)On the deposit of a requisition complying with this section the company shall exercise its powers under section 81 in the manner specified in the requisition.
\n
(5)If default is made in complying with subsection (4), the court may, on the application of the requisitionists, or any of them, and on being satisfied that it is reasonable to do so, require the company to exercise its powers under section 81 in a manner specified in the order.
\n
Company report to members.
\n
84.—(1) On the conclusion of an investigation carried out by a company in pursuance of a requisition under section 83 it is the company's duty to cause a report of the information received in pursuance of that investigation to be prepared, and the report shall be made available at the company's registered office within a reasonable period after the conclusion of that investigation.
\n
(2)Where— (a) a company undertakes an investigation in pursuance of a requisition under section 83 , and (b) the investigation is not concluded before the end of 3 months beginning with the date immediately following the date of the deposit of the requisition, the company shall cause to be prepared, in respect of that period and each successive period of 3 months ending before the conclusion of the investigation, an interim report of the information received during that period in pursuance of the investigation. Each such report shall be made available at the company's registered office within a reasonable period after the end of the period to which it relates.
\n
(3)The period for making any report prepared under this section available as required by subsection (1) or (2) shall not exceed 15 days.
\n
(4)The company shall, within 3 days of making any report prepared under this section available at its registered office, notify the requisitionists that the report is so available.
\n
(5)An investigation carried out by a company in pursuance of a requisition under section 83 shall be regarded for the purposes of this section as concluded when the company has made all such inquiries as are necessary or expedient for the purposes of the requisition and in the case of each such inquiry, either a response has been received by the company or the time allowed for a response has elapsed.
\n
(6)A report prepared under this section— (a) shall be kept at the company's registered office from the day on which it is first available there in accordance with subsection (1) or (2) until the expiration of 6 years beginning with the day next following that day, and (b) shall be available for inspection in accordance with section 88 so long as it is so kept.
\n
(7)If default is made in complying with subsection (1), (2), (3), (4) or (6) (a), the company and every officer of the company who is in default shall be guilty of an offence and be liable to a fine.
\n
Penalty for failure to provide information.
\n
85.—(1) Where notice is served by a company under section 81 on a person who is or was interested in shares of the company and that person fails to give the company any information required by the 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 restrictions under section 16 .
\n
(2)Such an order may be made by the court notwithstanding any power contained in the applicant company's memorandum or articles enabling the company itself to impose similar restrictions on the shares in question.
\n
(3)Subject to the following subsections, a person who fails to comply with a notice under section 81 shall be guilty of an offence.
\n
(4)A person shall not be guilty of an offence by virtue of failing to comply with a notice under section 81 if he proves that the requirement to give the information was frivolous or vexatious.
\n
(5)Where an order is made under this section directing that shares shall be subject to restrictions under section 16 , the company or any person aggrieved by the order may apply to the court for an order directing that the shares shall cease to be subject thereto.
\n
(6)Subsections (6) to (16) of section 16 shall apply in relation to any shares subject to the restrictions imposed by that section by virtue of an order under this section but with the omission in subsections (6) to (15) of any reference to the Minister.
\n
Removal of entries from register.
\n
86.—(1) A company may remove an entry against a person's name from its register of interests in shares if more than 6 years have elapsed since the date of the entry being made, and either— (a) that entry recorded the fact that the person in question had ceased to have an interest notifiable under this Chapter in relevant share capital of the company, or (b) it has been superseded by a later entry made under section 80 against the same person's name; and in a case within paragraph (a) the company may also remove that person's name from the register.
\n
(2)If a person in pursuance of an obligation imposed on him by any provision of this Chapter gives to a company the name and address of another person as being interested in shares in the company, the company shall, within 15 days of the date on which it was given that information, notify the other person that he has been so named and shall include in that notification— (a) particulars of any entry relating to him made, in consequence of its being given that information, by the company in its register of interests in shares, and (b) a statement informing him of his right to apply to have the entry removed in accordance with the following provisions of this section.
\n
(3)A person who has been notified by a company in pursuance of subsection (2) that an entry relating to him has been made in the company's register of interests in shares may apply in writing to the company for the removal of that entry from the register; and the company shall remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.
\n
(4)If a person who is identified in a company's register of interests in shares as being a party to an agreement to which section 73 applies (whether by an entry against his own name or by an entry relating to him made against another person's name as mentioned in subsection (2) (a)) ceases to be a party to that agreement, he may apply in writing to the company for the inclusion of that information in the register; and if the company is satisfied that he has ceased to be a party to the agreement, it shall record that information (if not already recorded) in every place where his name appears as a party to that agreement in the register.
\n
(5)If an application under subsection (3) or (4) is refused (in a case within subsection (4), otherwise than on the ground that the information has already been recorded) the applicant may apply to the court for an order directing the company to remove the entry in question from the register or (as the case may be) to include the information in question in the register; and the court may, if it thinks fit, make such an order.
\n
(6)Where a name is removed from a company's register of interests in shares in pursuance of subsection (1) or (3) or an order under subsection (5), the company shall within 14 days of the date of that removal make any necessary alteration in any associated index.
\n
(7)If default is made in complying with subsection (2) or (6), the company and every officer of it who is in default shall be guilty of an offence and liable to a fine.
\n
Entries, when not to be removed.
\n
87.—(1) Entries in a company's register of interests in shares under this Chapter shall not be deleted except in accordance with section 86 .
\n
(2)If an entry is deleted from a company's register of interests in shares in contravention of subsection (1), the company shall restore that entry to the register as soon as is reasonably practicable.
\n
(3)If default is made in complying with subsection (1) or (2), the company and every officer of it who is in default shall be guilty of an offence and liable to a fine.
\n
Inspection of register and reports.
\n
88.—(1) Any register of interests in shares and any report which is required by section 84
\n
(6)to be available for inspection in accordance with this section shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, but so that not less than 2 hours in each day are allowed for inspection) be open to the inspection of any member of the company or of any other person without charge.
\n
(2)The register referred to in subsection (1) shall also be and remain open and accessible to any person attending the company's annual general meeting at least one quarter hour before the appointed time for the commencement of the meeting and during the continuance of the meeting.
\n
(3)Any such member or other person may require a copy of any such register or report, or any part of it, on payment of 15 pence or such less sum as the company may prescribe, for every 100 words or fractional part of 100 words required to be copied; and the company shall cause any copy so required by a person to be sent to him before the expiration of the period of 10 days beginning with the day next following that on which the requirement is received by the company.
\n
(4)If an inspection required under this section is refused or a copy so required is not sent within the proper period, the company and every officer of it who is in default shall be guilty of an offence and liable to a fine.
\n
(5)In the case of a refusal of an inspection required under this section of any register or report, the court may by order compel an immediate inspection of it; and in the case of failure to send a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.
\n
The 1988 Directive.
\n
89.— Sections 90 to 96 are for the purpose of giving effect to Council Directive 88/627/EEC of 12th December, 1988 * (“the 1988 Directive”) on the information to be published when a major holding in a listed company is acquired or disposed of.
\n
Provisions as to interpretation.
\n
90.—(1) In sections 91 to 96 — “the Exchange” means the Committee of the Irish Unit of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; “functions” includes powers and duties and references to the exercise of functions include, as respects powers and duties, references to the exercise of powers and the carrying out of duties.
\n
(2)For the purposes of sections 91 to 96 , each of the following shall be a “relevant authority” in relation to the Exchange— (i) its committee of management, (ii) its manager, however described.
\n
Obligation to notify certain interests to the Exchange.
\n
91.—(1) This section applies to interests in shares which— (a) are comprised in relevant share capital of a public limited company, and (b) are officially listed on the Exchange.
\n
(2)Where a person becomes aware that he has acquired or ceased to have an interest in shares to which this section applies and, following that acquisition or disposal, the percentage level (within the meaning of section 69 ) of his interest in that share capital exceeds or falls below the percentage levels referred to in subsection (3), he shall, in addition to the obligation of disclosure to which he is subject under section 67 , be under an obligation to notify the Exchange of his interest in the shares following the acquisition or cessation, as the case may be.
\n
(3)The percentage levels referred to in subsection (2) are 10 per cent, 25 per cent, 50 per cent and 75 per cent.
\n
(4)The provisions of this Chapter shall apply as regards the interests which are to be notified to the Exchange, and the manner in which they are to be so notified, as they apply to the interests to be notified to a company under this Chapter.
\n
(5)Where the Exchange receives a declaration under this section it shall, subject to subsection (6), publish, in such manner as it shall determine, and within three days of its receipt, the information contained in that declaration.
\n
(6)The Exchange may decide not to publish the information contained in the declaration if, but only if, it is satisfied— (a) that the disclosure of such information would be contrary to the public interest, or (b) that such disclosure would be seriously detrimental to the company or companies concerned:
\n
Provided that— (i) the Exchange shall not decide not to publish the information under paragraph (b) unless it is satisfied that a decision to do so would be unlikely to mislead the public with regard to the facts and circumstances knowledge of which is necessary for the assessment of the interests in question, and (ii) notwithstanding any decision taken under this subsection, the Exchange may publish the information later than three days after its receipt where it is satisfied that the considerations in paragraph (a) or (b) no longer apply.
\n
Duty of relevant authority to report to Director of Public Prosecutions.
\n
92.—(1) If it appears to a relevant authority of the Exchange that any person has contravened section 91 , such authority shall forthwith report the matter to the Director of Public Prosecutions and shall furnish to the Director of Public Prosecutions such information and give to him such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of such authority and relating to the matter in question, as the Director of Public Prosecutions may require.
\n
(2)Where it appears to a member of the Exchange that any person has contravened section 91 , he shall report the matter forthwith to a relevant authority of the Exchange, who shall thereupon come under the duty referred to in subsection (1).
\n
(3)If it appears to a court in any proceedings that any person has committed a contravention as aforesaid, and that no report relating to the matter has been made to the Director of Public Prosecutions under subsection (1), that court may, on the application of any person interested in the proceedings concerned or of its own motion, direct a relevant authority of the Exchange to make such a report, and on a report being made accordingly, this section shall have effect as though the report had been made in pursuance of subsection (1).
\n
(4)If, where any matter is reported or referred to the Director of Public Prosecutions under this section, he considers that the case is one in which a prosecution ought to be instituted and institutes proceedings accordingly, it shall be the duty of a relevant authority of the Exchange, and of every officer of the company whose securities are concerned, and of any other person who appears to the Director of Public Prosecutions to have relevant information (other than any defendant in the proceedings) to give all assistance in connection with the prosecution which he or they are reasonably able to give.
\n
(5)A relevant authority shall have the same powers and duties for the purposes of this section as it has under section 117 .
\n
(6)Where the Minister considers it necessary or expedient to do so for the proper and effective administration of this section, he may make such regulations as he thinks appropriate in relation to— (a) the powers of authorised persons, or (b) the matters in respect of which, or the persons from whom, authorised persons may require information under section 117 , as applied by subsection (5).
\n
Application and amendment of the 1984 Regulations.
\n
93.—(1) The annual report required by Regulation 11 of the European Communities (Stock Exchange) Regulations, 1984 ( S.I. No. 282 of 1984 ) (“the 1984 Regulations”) shall include— (a) the number of written complaints received suggesting possible contraventions of section 91 , (b) the number of reports made under section 92 , (c) the number of instances in which, following the exercise of powers by authorised persons under section 117 , as applied by section 92 , reports were not so made, and (d) such other information as may be prescribed.
\n
(2)The First Schedule to the 1984 Regulations is hereby amended by the substitution, for paragraph 5 (c) of Schedule C of the Annex to Council Directive 79/279/EEC of 5 March 1979 * set out in that Schedule, of the following. “(c) The company must inform the public of any changes in the structure (shareholders and breakdown of holdings) of the major holdings in its capital as compared with information previously published on that subject as soon as such changes come to its notice.
\n
In particular, a company which is not subject to Council Directive 88/627/EEC on the information to be published when a major holding in a listed company is acquired or disposed of must inform the public within nine calendar days whenever it comes to its notice that a person or entity has acquired or disposed of a number of shares such that his or its holding exceeds or falls below one of the thresholds laid down in Article 4 of that Directive.”.
\n
Obligation of professional secrecy.
\n
94.—(1) Information obtained by any of the following persons by virtue of the exercise by the Exchange of its functions under this Part shall not be disclosed except in accordance with law, namely— (a) a relevant authority of the Exchange, (b) an authorised person, or (c) any person employed or formerly employed by the Exchange.
\n
(2)Subsection (1) shall not prevent a relevant authority of the Exchange from disclosing any information to the Minister under this Part or to a similar authority in another Member State of the European Communities pursuant to section 96 .
\n
(3)Any person who contravenes subsection (1) shall be guilty of an offence.
\n
Immunity from suit.
\n
95.—A relevant authority of the Exchange shall not be liable in damages in respect of anything done or omitted to be done by the authority in connection with the exercise by it of its functions under sections 91 to 96 unless the act or omission complained of was done or omitted to be done in bad faith.
\n
Co-operation between authorities in Member States.
\n
96.—A relevant authority of the Exchange in exercising its functions under sections 91 to 94 shall comply with Article 12 (co-operation between competent authorities in Member States) of the 1988 Directive.
\n
Chapter 3
\n
Disclosure Orders: Companies other than Public Limited Companies Application of Chapter 3.
\n
97.—(1) The provisions of this Chapter shall apply to all bodies corporate incorporated in the State other than— (a) a public limited company; (b) a society registered under the Industrial and Provident Societies Acts, 1893 to 1978; (c) a society registered under the Building Societies Act, 1989 ; and (d) any body corporate which is prohibited by statute or otherwise from making any distribution of its income or property among its members while it is a going concern or when it is in liquidation.
\n
(2)Any reference in this Chapter to a company shall be deemed to be a reference to any body corporate to which, by virtue of subsection (1), this Chapter applies.
\n
(3)Any reference in this Chapter to share capital or relevant share capital shall, in relation to a company, be deemed to be a reference to the issued share capital of a class carrying rights to vote in all circumstances at general meetings of the company, and references to shares shall be construed accordingly.
\n
Disclosure order.
\n
98.—(1) For the purposes of this Chapter, “disclosure order”means an order of the court which obliges— (a) any person whom the court believes to have or to be able to obtain any information as to— (i) persons interested at present, or at any time during a period specified in the order, in the shares or debentures of a company, (ii) the names and addresses of any of those persons, (iii) the names and address of any person who acts or has acted on behalf of any of those persons in relation to the shares or debentures, to give such information to the court; or (b) any person whom the court believes to be, or at any time during a period specified in the order to have been, interested in shares or debentures of a company to confirm that fact or (as the case may be) to indicate whether or not it is the case and, where he holds or has during that period held any interest in such shares or debentures, to give such further information as the court may require; or (c) any person interested in shares or debentures of a company specified in the order to disclose to the court the information required under subparagraphs (i) and (ii) and (iii) of paragraph (a) and such further information as the court may require.
\n
(2)Any person who has a financial interest in a company may apply to the court for a disclosure order in respect of all or any of the shares of or debentures in the company.
\n
(3)An application under subsection (2) shall be supported by such evidence as the court may require.
\n
(4)The court may, before hearing an application under subsection (2), require the applicant to give security for payment of the costs of hearing the application or any consequential proceedings.
\n
(5)The court may make a disclosure order only if— (a) it deems it just and equitable to do so; and (b) it is of the opinion that the financial interest of the applicant is or will be prejudiced by the non-disclosure of any interest in the shares or debentures of the company.
\n
(6)For the purposes of subsection (2) “financial interest” includes any interest as member, contributory, creditor, employee, co-adventurer, examiner, lessor, lessee, licensor, licensee, liquidator or receiver either in relation to the company in respect of whose shares or debentures a disclosure order is sought or a related company.
\n
(7)Where a person authorises any other person (“the agent”) to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of a company or in debentures of the company in respect of which a disclosure order is made, he shall, for the duration of that order, ensure that the agent notifies him immediately of acquisitions or disposals of interests in shares or debentures so comprised effected by the agent which will or may give rise to any obligation on his part to provide information in accordance with the terms of the order with respect to his interest in that share capital or those debentures.
\n
Procedure on application for disclosure order.
\n
99.—(1) A person intending to apply for the making of a disclosure order shall give not less than 10 days' notice of his intention to the company in respect of whose shares or debentures the order is sought and to the person to whom the order is intended to be directed.
\n
(2)The applicant shall also serve on any person specified by the court such notice of the applications as the court may direct.
\n
(3)On the hearing of the application every person notified under subsection (1) or (2) may appear and adduce evidence.
\n
Scope of disclosure order.
\n
100.—(1) A disclosure order may require the person to whom it is addressed— (a) to give particulars of his own past or present interest in shares comprised in relevant share capital of the company or in debentures of the company held by him at any time during the period mentioned in the order; (b) where the interest is a present interest and any other interest in the shares or debentures subsists or, in any case, where another interest in the shares or debentures subsisted during that period at any time when his own interest subsisted, to give so far as lies within his knowledge such particulars with respect to that other interest as may be required by the order; (c) where his interest is a past interest, to give so far as lies within his knowledge particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.
\n
(2)A disclosure order shall specify the information to be supplied to the court under the order in respect of any person, shares or debentures to which it refers and any such information shall be given in writing.
\n
(3)Sections 68 to 79 shall apply as appropriate for the purposes of construing references in this Chapter to persons interested in shares and debentures and to interests in shares and debentures respectively as they apply in relation to section 67 (disregarding section 78 ) and any reference in those sections to a “percentage level” shall be disregarded.
\n
(4)For the purposes of this section any reference in sections 67 to 79 to “shares” shall, where appropriate and unless the contrary is stated, be deemed to include a reference to debentures.
\n
(5)This section shall apply in relation to a person who has or previously had or is or was entitled to acquire a right to subscribe for shares in or debentures of a company which would on issue be comprised in relevant share capital of that company as it applies in relation to a person who is or was interested in shares so comprised or in debentures of the company; and references in the preceding provisions of this section to an interest in shares so comprised or an interest in debentures and to shares so comprised or debentures shall be read accordingly in any such case as including references respectively to any such right and to shares which would on issue be so comprised.
\n
Powers of court.
\n
101.—(1) The court may, on cause shown, rescind or vary a disclosure order.
\n
(2)A disclosure order may specify a person, group or class of persons to which the order applies.
\n
(3)The court may, if it considers— (a) that it would be just and equitable to do so, and (b) that the financial interest of the applicant would not be prejudiced thereby, exempt in whole or in part from the requirements of a disclosure order— (i) any person or class of persons, (ii) any interest or class of interest in shares or debentures, (iii) any share, group or class of shares, (iv) any debenture, group or class of debentures.
\n
(4)When the court makes a disclosure order it may impose, for a specific period of time, such conditions or restrictions on the rights or obligations attaching to the shares or debentures in respect of which the order is made as it deems fit.
\n
(5)Any person whose interests are affected by any conditions or restrictions imposed on shares or debentures under subsection (4) may apply to the court for relief from all or any of those conditions and the court may, if it considers it just and equitable to do so, grant such relief in whole or in part and on such terms and conditions as it sees fit.
\n
Notice of disclosure order.
\n
102.—(1) The applicant shall cause notice in the prescribed form of the making of a disclosure order together with a copy of the order to be sent by registered post within 7 days of the making of the order to— (a) the company (at its registered office) in respect of whose shares or debentures the order has been made, (b) the registrar of companies, (c) the registered holder of any shares or debentures in respect of which the disclosure order has been made where it appears to the court that— (i) such holder is not at the date of the making of the order resident in the State, and (ii) such holder should be notified, (d) such other person as the court sees fit.
\n
(2)The applicant shall cause notice of the making of a disclosure order to be published, within 7 days of the making of the order, in at least 2 daily newspapers which circulate in the district in which the registered office of the company, in respect of whose shares or debentures the order has been made, is situate.
\n
(3)For the purposes of subsection (1) (a)— (a) the address of the registered office of the company at the date of the making of the disclosure order shall be deemed to be the address of that office which was last delivered to the registrar of companies or otherwise published, as such case may be (in accordance with and in the manner required by the law relating to the company) prior to the date of making the order; and (b) if no address of the registered office has ever been duly delivered to the registrar of companies or if the location of the last delivered address has been destroyed, the requirements of subsection (1) (a) shall be deemed to have been complied with by sending the required notice of the order together with a copy thereof to the registrar of companies.
\n
(4)For the purposes of subsection (1) (c)— (a) the address of a non-resident registered holder of shares or debentures shall be deemed to be the address of that holder which was last delivered to the registrar of companies or otherwise published, as the case may be (in accordance with and in the manner required by the law relating to the company) prior to the date of making of the order; and (b) if no address of the non-resident registered holder has ever been duly delivered to the registrar of companies the requirements of subsection (1) (c) shall be deemed to have been complied with by sending the required notice of the order together with a copy thereof to the registrar of companies.
\n
(5)Any reference in this section to the registered office of a company shall, in the case of a company not registered under the Companies Acts, be construed as a reference to the principal office of the company.
\n
Information disclosed under order.
\n
103.—(1) An obligation to provide any information imposed on any person by a disclosure order shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his current address.
\n
(2)Where information is given to the court in compliance with the terms of a disclosure order, a prescribed officer of the court shall, unless the court otherwise directs, cause such information to be furnished (in whole or in part as the court may direct) to the applicant and to the company in respect of whose shares or debentures the order was made.
\n
(3)In reaching its decision under subsection (2), the court shall have regard to whether the requirements of section 102 have been complied with.
\n
(4)Where any information is furnished to the applicant or the company in pursuance of subsection (2), the court may impose such restrictions as it sees fit as to the publication of the information by the person to whom it has been furnished.
\n
Civil consequences of contravention of disclosure order.
\n
104.—(1) Where a person— (a) fails to fulfil, within the proper period, an obligation to provide information required by a disclosure order, or (b) in purported fulfilment of any such obligation makes to the court a statement which he knows to be false or recklessly makes to the court a statement which is false, no right or interest of any kind whatsoever in respect of any shares in or debentures of the company concerned held by him shall be enforceable by him whether directly or indirectly, by action or legal proceeding.
\n
(2)Where any right or interest is restricted under subsection (1), any person in default under that subsection or any other person affected by such restriction may apply to the court for relief against a disability imposed by or arising out of subsection (1) and the court on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular right or interest on such terms and conditions as it sees fit.
\n
(3)Where an applicant for relief under subsection (2) is a person referred to in subsection (1), the court may not grant such relief if it appears that the default has arisen as a result of any deliberate act or omission on the part of the applicant.
\n
(4)The acquisition by any person of an interest in shares or debentures of a company registered in the State shall be deemed to be a consent by that person to the disclosure by him, his agents or intermediaries of any information required to be disclosed in relation to shares or debentures by the Companies Acts.
\n
Chapter 4
\n
General provisions about share registers etc.
\n
Power to alter maximum inspection etc. charges.
\n
105.—(1) The Minister may, by order, alter any of the charges referred to in— (a) section 60
\n
(5)of this Act or section 92 (1), 119 (1) or 195 (10) (inserted by section 51 of this Act) of the Principal Act, or (b) section 60
\n
(8)or 88
\n
(3)of this Act, or section 92 (2), 92 (3), 119 (2) or 146 (2) of the Principal Act.
\n
(2)The Minister may also, by order, alter the basis of any of the charges referred to in the provisions specified in subsection (1) (b) from the basis referred to in those provisions to some other basis.
\n
(3)In making any order under this section, the Minister shall take into account the general costs incurred by a company in facilitating the inspection, or providing copies, of the registers or other documents referred to in subsection (1).
\n
(4)Every order made under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and if a resolution annulling the order is passed by either House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.
\n
Transitional provisions.
\n
106.—(1) Where on the commencement of this section a person has an interest which, if it was acquired after such commencement, would be subject to a notification requirement under Chapter 1 or 2 he shall be under an obligation to make to the company the notification with respect to his interest required by the Chapter concerned.
\n
(2)For the purposes of subsection (1), sections 56 and 71
\n
(1)shall apply as if, for the period of 5 days mentioned in each of those provisions, there were substituted a period of 14 days.
\n
(3)
\n
Section 73
\n
shall apply in relation to an agreement notwithstanding that it was made before the commencement of this section or that any such acquisition of shares as is mentioned in subsection (1) (b) of that section took place before such commencement.
\n
PART V
\n
Insider Dealing Interpretation.
\n
107.—In this Part, except where the context otherwise requires— “dealing”, in relation to securities, means (whether as principal or agent) acquiring, disposing of, subscribing for or underwriting the securities, or making or offering to make, or inducing or attempting to induce a person to make or to offer to make, an agreement— (a) for or relating to acquiring, disposing of, subscribing for or underwriting the securities; or (b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities; “director” includes a shadow director within the meaning of section 27 ; “officer”, in relation to a company, includes— (a) a director, secretary or employee; (b) a liquidator; (c) any person administering a compromise or arrangement made between the company and its creditors; (d) an examiner; (e) an auditor; and (f) a receiver; “public office” means an office or employment which is remunerated out of the Central Fund or out of moneys provided by the Oireachtas or money raised by local taxation or charges, or an appointment to or employment under any commission, committee, tribunal, board or body established by the Government or any Minister of the Government or by or under any statutory authority; “recognised stock exchange” includes, in particular, any exchange prescribed by the Minister which provides facilities for the buying and selling of rights or obligations to acquire stock; “related company”, in relation to a company, means any body corporate which is the company's subsidiary or holding company, or a subsidiary of the company's holding company; “relevant authority”, in relation to a recognised stock exchange, means— (i) its board of directors, committee of management or other management body, or (ii) its manager, however described; “securities” means— (a) shares, debentures or other debt securities issued or proposed to be issued, whether in the State or otherwise, and for which dealing facilities are, or are to be, provided by a recognised stock exchange; (b) any right, option or obligation in respect of any such shares, debentures or other debt securities referred to in paragraph (a); (c) any right, option or obligation in respect of any index relating to any such shares, debentures or other debt securities referred to in paragraph (a); or (d) such interests as may be prescribed; “underwrite” includes sub-underwrite.
\n
Unlawful dealings in securities by insiders.
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108.—(1) It shall not be lawful for a person who is, or at any time in the preceding 6 months has been, connected with a company to deal in any securities of that company if by reason of his so being, or having been, connected with that company he is in possession of information that is not generally available, but, if it were, would be likely materially to affect the price of those securities.
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(2)It shall not be lawful for a person who is, or at any time in the preceding 6 months has been, connected with a company to deal in any securities of any other company if by reason of his so being, or having been, connected with the first-mentioned company he is in possession of information that— (a) is not generally available but, if it were, would be likely materially to affect the price of those securities, and (b) relates to any transaction (actual or contemplated) involving both those companies or involving one of them and securities of the other, or to the fact that any such transaction is no longer contemplated.
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(3)Where a person is in possession of any such information as is mentioned in subsection (1) or (2) that if generally available would be likely materially to affect the price of securities but is not precluded by either of those subsections from dealing in those securities, it shall not be lawful for him to deal in those securities if he has received the information, directly or indirectly, from another person and is aware, or ought reasonably to be aware, of facts or circumstances by virtue of which that other person is then himself precluded by subsection (1) or (2) from dealing in those securities.
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(4)It shall not be lawful for a person at any time when he is precluded by subsection (1), (2) or (3) from dealing in any securities, to cause or procure any other person to deal in those securities.
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(5)It shall not be lawful for a person, at any time when he is precluded by subsection (1), (2) or (3) from dealing in any securities by reason of his being in possession of any information, to communicate that information to any other person if he knows, or ought reasonably to know, that the other person will make use of the information for the purpose of dealing, or causing or procuring another person to deal, in those securities.
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(6)Without prejudice to subsection (3), but subject to subsections (7) and (8), it shall not be lawful for a company to deal in any securities at a time when any officer of that company is precluded by subsection (1), (2) or (3) from dealing in those securities.
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(7)Subsection (6) does not preclude a company from entering into a transaction at any time by reason only of information in the possession of an officer of that company if— (a) the decision to enter into the transaction was taken on its behalf by a person other than the officer; (b) it had in operation at that time written arrangements to ensure that the information was not communicated to that person and that no advice relating to the transaction was given to him by a person in possession of the information; and (c) the information was not so communicated and such advice was not so given.
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(8)Subsection (6) does not preclude a company from dealing in securities of another company at any time by reason only of information in the possession of an officer of the first-mentioned company, being information that was received by the officer in the course of the performance of his duties as an officer of the first-mentioned company and that consists only of the fact that the first-mentioned company proposes to deal in securities of that other company.
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(9)This section does not preclude a person from dealing in securities, or rights or interests in securities, of a company if— (a) he enters into the transaction concerned as agent for another person pursuant to a specified instruction of that other person to effect that transaction; and (b) he has not given any advice to the other person in relation to dealing in securities, or rights or interests in securities, of that company that are included in the same class as the first-mentioned securities.
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(10)This section does not preclude a person from dealing in securities if, while not otherwise taking advantage of his possession of information referred to in subsection (1)— (a) he gives at least 21 days' notice to a relevant authority of the relevant stock exchange of his intention to deal, within the period referred to in paragraph (b), in the securities of the company concerned, and (b) the dealing takes place within a period beginning 7 days after the publication of the company's interim or final results, as the case may be and ending 14 days after such publication, and (c) the notice referred to in paragraph (a) is published by the exchange concerned immediately on its receipt.
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(11)For the purposes of this section, a person is connected with a company if, being a natural person— (a) he is an officer of that company or of a related company; (b) he is a shareholder in that company or in a related company; or (c) he occupies a position (including a public office) that may reasonably be expected to give him access to information of a kind to which subsections (1) and (2) apply by virtue of— (i) any professional, business or other relationship existing between himself (or his employer or a company of which he is an officer) and that company or a related company; or (ii) his being an officer of a substantial shareholder in that company or in a related company.
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(12)For the purposes of subsection (11) “substantial shareholder” means a person who holds shares in a company, the number of which is above the notifiable percentage for the time being in force under section 70 .
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(13)The prohibitions in subsections (1), (3), (4) and (5) shall extend to dealings in securities issued by the State as if the references in subsections (1), (9) and (11) (other than paragraphs (a) and (b) of the last mentioned subsection) to a company were references to the State.
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Civil liability for unlawful dealing.
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109.—(1) Where a person deals in or causes or procures another person to deal in securities in a manner declared unlawful by section 108 or communicates information in any such manner, that person shall, without prejudice to any other cause of action which may lie against him, be liable— (a) to compensate any other party to the transaction who was not in possession of the relevant information for any loss sustained by that party by reason of any difference between the price at which the securities were dealt in in that transaction and the price at which they would have been likely to have been dealt in in such a transaction at the time when the first-mentioned transaction took place if that information had been generally available; and (b) to account to the company that issued or made available those securities for any profit accruing to the first-mentioned person from dealing in those securities.
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(2)The amount of compensation for which a person is liable under subsection (1) or the amount of the profit for which a person is liable to account under that subsection is— (a) subject to paragraph (b), the amount of the loss sustained by the person claiming the compensation or the amount of the profit referred to in subsection (1) (b), as the case may be; or (b) if the person so liable has been found by a court to be liable to pay an amount or amounts to any other person or persons by reason of the same act or transaction, the amount of that loss or profit less the amount or the sum of the amounts for which that person has been found to be liable.
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(3)For the purposes of subsection (2), the onus of proving that the liability of a person to pay an amount to another person arose from the same act or transaction from which another liability arose lies on the person liable to pay the amount.
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(4)An action under this section for recovery of a loss or profit shall not be commenced after the expiration of 2 years after the date of completion of the transaction in which the loss or profit occurred.
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Exempt transactions.
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110.—(1) Nothing in section 108 shall prevent a person from— (a) acquiring securities under a will or on the intestacy of another person; or (b) acquiring securities in a company pursuant to an employee profit sharing scheme— (i) approved by the Revenue Commissioners for the purposes of the Finance Acts, and (ii) the terms of which were approved by the company in general meeting, and (iii) under which all permanent employees of the company are offered the opportunity to participate on equal terms relative to specified objective criteria; (c) entering in good faith into a transaction to which subsection (2) applies.
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(2)This subsection applies to the following kinds of transactions— (a) the obtaining by a director of a share qualification under section 180 of the Principal Act; (b) a transaction entered into by a person in accordance with his obligations under an underwriting agreement; (c) a transaction entered into by a personal representative of a deceased person, a trustee, or liquidator, receiver or examiner in the performance of the functions of his office; or (d) a transaction by way of, or arising out of, a mortgage of or charge on securities or a mortgage, charge, pledge or lien on documents of title to securities.
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(3)This Part shall not apply to transactions entered into in pursuit of monetary, exchange rate, national debt management or foreign exchange reserve policies by any Minister of the Government or the Central Bank, or by any person on their behalf.
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Criminal liability for unlawful dealing.
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111.—A person who deals in securities in a manner declared unlawful by section 108 shall be guilty of an offence.
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Restriction on dealing.
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112.—(1) Subject to subsection (2), a person convicted of anoffence under section 111 or this section shall not deal within the period of 12 months from the date of the conviction.
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(2)Where a person convicted of an offence under subsection (1) has, before the date of his conviction, initiated a transaction under which some element of performance remains to be rendered, subsection (1) shall not prohibit him from completing the transaction where a relevant authority of a recognised stock exchange has indicated in writing, to the parties to the transaction, its satisfaction that— (a) the transaction was initiated but not completed before the date of the conviction, and (b) if the transaction were not concluded, the rights of an innocent third party would be prejudiced, and (c) the transaction would not be unlawful under any other provision of this Part.
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(3)A person who contravenes this section shall be guilty of an offence.
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Duty of agents in relation to unlawful dealing.
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113.—(1) A person shall not deal on behalf of another person if he has reasonable cause to believe or ought to conclude that the deal would be unlawful, within the meaning of section 108 .
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(2)A person who contravenes this section shall be guilty of an offence.
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Penalties for offences under this Part.
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114.—A person who commits an offence under this Part shall be liable— (a) on summary conviction to imprisonment for a term not exceeding 12 months or to a fine not exceeding £1,000 or to both, or (b) on conviction on indictment, to imprisonment for a term not exceeding 10 years or to a fine not exceeding £200,000 or to both.
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Duty of recognised stock exchange in relation to unlawful dealing.
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115.—(1) If it appears to a relevant authority of a recognised stock exchange that any person has committed an offence under this Part, such authority shall forthwith report the matter to the Director of Public Prosecutions and shall furnish to the Director of Public Prosecutions such information and give to him such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of such authority and relating to the matter in question, as the Director of Public Prosecutions may require.
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(2)Where it appears to a member of a recognised stock exchange that any person has committed an offence under this Part, he shall report the matter forthwith to a relevant authority of the recognised stock exchange concerned, who shall thereupon come under the duty referred to in subsection (1).
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(3)If it appears to a court in any proceedings that any person has committed an offence as aforesaid, and that no report relating to the matter has been made to the Director of Public Prosecutions under subsection (1), that court may, on the application of any person interested in the proceedings concerned or of its own motion, direct a relevant authority of the recognised stock exchange concerned to make such a report, and on a report being made accordingly, this section shall have effect as though the report had been made in pursuance of subsection (1).
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(4)If, where any matter is reported or referred to the Director of Public Prosecutions under this section, he considers that the case is one in which a prosecution ought to be instituted and institutes proceedings accordingly, it shall be the duty of a relevant authority of the recognised stock exchange concerned, and of every officer of the company whose securities are concerned, and of any other person who appears to the Director of Public Prosecutions to have relevant information (other than any defendant in the proceedings) to give all assistance in connection with the prosecution which he or they are reasonably able to give.
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(5)If it appears to the Minister, arising from a complaint to a relevant authority of a recognised stock exchange concerning an alleged offence under this Part, that there are circumstances suggesting that— (a) the relevant authority ought to use its powers under this Part but has not done so, or (b) that a report ought to be made to the Director of Public Prosecutions under subsection (1), but that the relevant authority concerned has not so reported, he may direct the relevant authority to use such powers or make such a report, and on a report being made accordingly, this section shall have effect as though the report had been made in pursuance of subsection (1).
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(6)Where the Minister gives a direction under subsection (5), the relevant authority concerned shall communicate the results of its investigations, or a copy of its report under subsection (1), as the case may be, to the Minister.
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(7)A relevant authority of a recognised stock exchange shall not be liable in damages in respect of anything done or omitted to be done by the authority in connection with the exercise by it of its functions under this Part unless the act or omission complained of was done or omitted to be done in bad faith.
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Co-operation with other authorities outside the State.