Investment Funds, Companies and Miscellaneous Provisions Act 2006

Investment Funds, Companies and Miscellaneous Provisions Act 2006 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 2006 Investment Funds, Companies and Miscellaneous Provisions Act 2006 Investment Funds, Companies and Miscellaneous Provisions Act 2006 Permanent Page URL View by SectionAmharc de réir Ailt View Full ActAmharc ar an Acht Iomlán Bill History Stair Bille Commencement, Amendments, SIs made under the Act Tosach Feidhme, Leasuithe, IRí arna ndéanamh faoin Acht Revised Act Acht Athbh… Open PDFOscail PDF Print Full ActPriontáil an tAcht Iomlán Number 41 of 2006 INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006 ARRANGEMENT OF SECTIONS

PART 1

Preliminary and General Section

Section 1

Section 2

Section 3

Section 4

Section 5

PART 2

Amendments of Companies Acts

Section 6

Section 7

Section 8

Section 9

Section 10

Section 11

Section 12

Section 13

Section 14

Section 15

Section 16

Section 17

Section 18

PART 3

Transparency Requirements Regarding Issuers of Securities Admitted to Trading on Certain Markets

Section 19

Section 20

Section 21

Section 22

Section 23

Section 24

PART 4

Miscellaneous

Section 25

Section 26

Section 27

Section 28

Section 29

Section 30

Section 31

Section 32

Section 33

Section 34

Section 35

Acts Referred to Central Bank Act 1942 1942, No. 22 Central Bank and Financial Services Authority of Ireland Act 2003 2003, No. 12 Central Bank and Financial Services Authority of Ireland Act 2004 2004, No. 21 Companies (Amendment) Act 1983 1983, No. 13 Companies (Amendment) (No. 2) Act 1999 1999, No. 30 Companies (Auditing and Accounting) Act 2003 2003, No. 44 Companies Act 1990 1990, No. 33 Companies Act 1963 1963, No. 33 Company Law Enforcement Act 2001 2001, No. 28 Consumer Information Act 1978 1978, No. 1 Diplomatic and Consular Officers (Provision of Services) Act 1993 1993, No. 33 European Communities Act 1972 1972, No. 27 Interpretation Act 2005 2005, No. 23 Investment Funds, Companies and Miscellaneous Provisions Act 2005 2005, No. 12 Investment Limited Partnership Act 1994 1994, No. 24 Irish Takeover Panel Act 1997 1997, No. 5 Limited Partnerships Act 1907 7 Edw., c. 24 Netting of Financial Contracts Act 1995 1995, No. 25 Solicitors Act 1954 1954, No. 36 Statutory Declarations Act 1938 1938, No. 37 Number 41 of 2006 INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006 AN ACT TO AMEND AND EXTEND THE COMPANIES ACTS, THE IRISH TAKEOVER PANEL ACT 1997, THE CENTRAL BANK ACT 1942, THE CONSUMER INFORMATION ACT 1978 AND THE NETTING OF FINANCIAL CONTRACTS ACT 1995, TO PROVIDE FOR THE IMPLEMENTATION OF DIRECTIVE 2004/109/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 15 DECEMBER 2004 AND TO PROVIDE FOR RELATED MATTERS. [24th December, 2006] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

PART 1

Preliminary and General Short title, collective citation and construction.

1.— (1) This Act may be cited as the Investment Funds, Companies and Miscellaneous Provisions Act 2006.

Commencement.

2.— (1) Subject to subsections (2) and (3), this Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

(2)

Section 1

, this section and sections 3 to 6 and 9 , 10 , 13 , 14 , 15 and 35 shall come into operation on the passing of this Act.

Definitions.

3.— In this Act— “ Act of 1990 ” means the Companies Act 1990 ; “ Act of 1997 ” means the Irish Takeover Panel Act 1997 ; “ Act of 2005 ” means the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ; “ Minister ” means the Minister for Enterprise, Trade and Employment; “Regulations of 2006” means the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 ( S.I. No. 255 of 2006 ).

Orders and regulations.

4.— Every order or regulation made under this Act (other than an order made under section 2 or 24 ) 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 or regulation is passed by either such House within the next 21 days on which that House has sat after the order or regulation is laid before it, the order or regulation shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

Expenses.

5.— The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

PART 2

Amendments of Companies Acts Statutory declarations for purposes of Companies Acts.

6.— (1) A statutory declaration made in a place outside the State (in pursuance of or for the purposes of the Companies Acts) shall be regarded as having been validly made (in pursuance of those Acts or for the purposes of them) if it is made in such a place before— (a) a person entitled under the Solicitors Act 1954 to practise as a solicitor in the State, or (b) a person authorised, under the law of that place, to administer oaths in that place and subsection (3), (4) or (5), as the case may be, is complied with.

Amendment of section 33 of Companies Act 1963.

7.— The following section is substituted for section 33 of the Companies Act 1963 : “Meaning of ‘private company’.

33.— (1) For the purposes of this Act, ‘ private company ’ means a company which has a share capital and which, by its articles— (a) restricts the right to transfer its shares, and (b) limits the number of its members to 99 or fewer persons, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after the determination of that employment to be, members of the company, and (c) prohibits any invitation or offer to the public to subscribe for any shares, debentures or other securities of the company.

Amendment of section 21 of Companies (Amendment) Act 1983.

8.— The following section is substituted for section 21 of the Companies (Amendment) Act 1983 : “Shares and debentures of private company not to be offered to public.

21.— (1) A private company and any officer of the company who is in default shall be guilty of an offence if the company— (a) offers to the public (whether for cash or otherwise) any shares in or debentures of the company, or (b) allots, or agrees to allot, (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public.

Exemption from audit requirement.

9.— (1) Part III of the Companies (Amendment) (No. 2) Act 1999 is amended— (a) in section 32(1) (as amended by the Companies (Auditing and Accounting) Act 2003 )— (i) by substituting “Subject to sections 32A and 32B” for “Subject to sections 32A and 33(1)”, and (ii) by substituting the following paragraph for paragraph (ii): “(ii) unless and until— (I) circumstances, if any, arise in that financial year which result in one or more of the said conditions not being satisfied in respect of that year, or (II) circumstances otherwise arise by reason of which the said company is not entitled to the exemption in respect of that financial year, the provisions mentioned in subsection (2) shall not apply to the said company in respect of that year.”, (b) in section 32(3)— (i) by substituting, in paragraph (a)(ii), “€7.3 million” for “€1,500,000” (inserted by the Companies (Auditing and Accounting) Act 2003 ), and (ii) by substituting, in paragraph (a)(iii), “€3.65 million” for “£1,500,000”, (c) by inserting the following section after section 32A (inserted by the Companies (Auditing and Accounting) Act 2003 ): “Exemption conditional on notice under section 33(1) not being served.

32B.— Notwithstanding that the conditions specified in section 32(3) are satisfied, a company is not entitled to the exemption in a financial year if a notice, with respect to that year, is served, under and in accordance with section 33(1) and (2), on the company.”, (d) in section 33— (i) by substituting the following subsections for subsections (1) and (2): “(1) Any member or members of a company holding shares in the company that confer, in aggregate, not less than one-tenth of the total voting rights in the company may serve a notice in writing on the company stating that that member or those members do not wish the exemption to be available to the company in a financial year specified in the notice.

Application of section 9 and transitional provisions.

10.— (1) The amendments effected by section 9 shall apply as respects— (a) a financial year of a company that commences not earlier than the commencement of that section, and (b) subject to subsection (2), a financial year of a company that ends not earlier than 2 months after the commencement of that section (not being a financial year to which paragraph (a) applies).

Restrictions on, and disqualifications of, persons from acting as directors, etc.

11.— (1) Section 150 (as amended by the Company Law Enforcement Act 2001 ) of the Act of 1990 is amended by substituting the following subsection for subsection (4B): “(4B) The court, on the hearing of an application for a declaration under subsection (1) by the Director, a liquidator or a receiver (in this subsection referred to as the ‘applicant’), may order that the directors against whom the declaration is made shall bear— (a) the costs of the application, and (b) the whole (or such portion of them as the court specifies) of the costs and expenses incurred by the applicant— (i) in investigating the matters the subject of the application, and (ii) in so far as they do not fall within paragraph (a), in collecting evidence in respect of those matters, including so much of the remuneration and expenses of the applicant as are attributable to such investigation and collection.”.

Dematerialisation.

12.— Section 239 of the Act of 1990 is amended— (a) by inserting the following subsection after subsection (1): “(1A) Subject to any exceptions that may be specified in the regulations, the regulations may, in respect of— (a) securities of companies admitted to trading on a regulated market, (b) securities of companies admitted to trading on a market other than a regulated market, or (c) securities of public limited companies of a specified class, provide that the means provided by the regulations for evidencing and transferring title to such securities shall constitute the sole and exclusive means for doing so (and, accordingly, that any purported transfer of such securities otherwise than by those means shall be void).”, (b) in subsection (5), by adding the following paragraph: “(c) The regulations may— (i) require the provision of statements by a company to holders of securities (at specified intervals or on specified occasions) of the securities held in their name; (ii) make provision removing any requirement for the holders of securities to surrender existing share certificates to issuers; and (iii) make provision that the requirements of the regulations supersede any existing requirements in the articles of association of a company which would be incompatible with the requirements of the regulations.”, and (c) by inserting the following subsection after subsection (5): “(5A) Without prejudice to the generality of subsections (4) and (5), the regulations shall not contain provisions that would result in a person who, but for the regulations, would be entitled— (a) to have his or her name entered in the register of members of a company, or (b) to give instructions in respect of any securities, ceasing to be so entitled.”.

Amendment of section 43 of Act of 2005.

13.— The following section is substituted for section 43 of the Act of 2005: “Restriction of liability where non-equity securities solely involved.

43.— Where a prospectus is issued solely in respect of non-equity securities— (a) only— (i) the offeror or the person who has sought the admission of the securities to which the prospectus relates to trading on a regulated market, and (ii) subject to, and to the extent provided in, paragraph (c), the guarantor (if any), and no other person referred to in section 41 shall be liable under that section in the circumstances in which that section applies unless— (I) the prospectus expressly provides otherwise, or (II) that other such person is convicted on indictment of an offence created by Irish prospectus law or an offence under section 48 in respect of the issue of that prospectus, (b) section 383(3) of the Act of 1963 shall not apply to the directors or secretary of the issuer to the extent that such application would thereby impose a liability under section 41 on such directors or secretary, and (c) no liability shall attach under section 41 to a guarantor of such securities save in respect of statements included in, or information omitted from, the prospectus that relate to the guarantor or the guarantee given by the guarantor.”.

Amendment of section 45 of Act of 2005.

14.— The following section is substituted for section 45 of the Act of 2005: “Expert’s consent to inclusion in prospectus of statement attributed to him or her.

45.— (1) The prohibition in subsection (2) only applies in relation to a prospectus if EU prospectus law requires the inclusion in the prospectus of a statement of the kind referred to in paragraph (b) of that subsection.

Amendments of Act of 2005 consequential on amendment made by section 14 .

15.— The Act of 2005 is amended— (a) in section 38, by inserting the following subsection after subsection (3): “(3A) Without limiting the meaning of that expression in any other context in which it is used in this Part, ‘statement’ in section 45(2) (other than paragraph (b) thereof) and any other section of this Part that makes provision in respect of an expert includes a report and a valuation.”, (b) in section 41— (i) by re-numbering the existing section as subsection (1) thereof, and (ii) by adding the following subsection: “(2) In addition to the persons specified in subsection (1) as being liable in the circumstances there set out, an expert who has given the consent required by section 45 to the inclusion in a prospectus of a statement purporting to be made by him or her shall, subject to sections 42 and 43, be liable to pay compensation to all persons who acquire any securities on the faith of the prospectus for the loss or damage they may have sustained by reason of an untrue statement in the prospectus purporting to be made by him or her as an expert.”, (c) in section 42— (i) by deleting subsection (1), (ii) in subsection (3)(d)(ii), by substituting “and, where required by section 45, that that person had given his or her consent to the inclusion of the statement in the prospectus” for “and that that person had given his or her consent to the issue of the prospectus”, (iii) in subsection (4), by substituting “the inclusion in the prospectus of the statement concerned” for “the issue of the prospectus concerned”, (iv) in subsection (5), by deleting “as a person who has authorised the issue of the prospectus”, (v) in subsection (6)— (I) by deleting “as a person who has authorised the issue of a prospectus”, and (II) in paragraph (a), by substituting “the inclusion in the prospectus of the statement” for “the issue of the prospectus”, (d) in section 44— (i) in subsection (1)(b), by substituting “the inclusion in a prospectus of a statement purporting to be made by him or her” for “the issue of a prospectus”, and (ii) by deleting subsection (3), and (e) in section 48, by deleting subsection (4).

Amendment of section 9 of Companies (Auditing and Accounting) Act 2003.

16.— Section 9(2) of the Companies (Auditing and Accounting) Act 2003 is amended by inserting the following paragraph after paragraph (m): “(ma) to perform the functions conferred on it by transparency (regulated markets) law (within the meaning of

Part 3

of the Investment Funds, Companies and Miscellaneous Provisions Act 2006) in respect of the matters referred to in Article 24(4)(h) of the Transparency (Regulated Markets) Directive (within the meaning of that Part);”.

Amendment of section 10 of Companies (Auditing and Accounting) Act 2003.

17.—

Section 10

of the Companies (Auditing and Accounting) Act 2003 is amended— (a) in subsection (4)— (i) in paragraph (a), by substituting “section,” for “section, or”, (ii) in paragraph (b), by substituting “recognition of that body, or” for “recognition of that body,”, (iii) by inserting the following paragraph after paragraph (b): “(c) a person on whom a relevant obligation or obligations is or are imposed to comply with that obligation or those obligations,”, and (iv) by substituting “the body or other person concerned may fail or has failed to comply with the rule, guideline, term or condition or obligation or obligations, as the case may be.” for “the body concerned may fail or has failed to comply with the rule or guideline or with the term or condition, as the case may be.”, and (b) by adding the following subsection: “(5) In subsection (4), the reference to a relevant obligation or obligations that is or are imposed on a person is a reference to an obligation or obligations that is or are imposed on the person by— (a) provisions of transparency (regulated markets) law (within the meaning of

Part 3

of the Investment Funds, Companies and Miscellaneous Provisions Act 2006) that implement Article 24(4)(h) of the Transparency (Regulated Markets) Directive (within the meaning of that Part), or (b) rules adopted by the Supervisory Authority under subsection (3) concerning the matters that relate to its functions under section 9(2)(ma).”.

Amendment of section 29 of Companies (Auditing and Accounting) Act 2003.

18.—

Section 29

of the Companies (Auditing and Accounting) Act 2003 is amended by substituting the following subsection for subsection (7): “(7) On application under subsection (4) of section 10 for an order compelling compliance with— (a) a rule adopted or guideline issued by the Supervisory Authority, (b) a term or condition of recognition, or (c) an obligation or obligations referred to in that subsection, the Court may make any order or give any direction it thinks fit.”.

PART 3

Transparency Requirements Regarding Issuers of Securities Admitted to Trading on Certain Markets Interpretation (Part 3).

19.— (1) In this Part— “ Transparency (Regulated Markets) Directive ” means Directive 2004/109/EC 1 of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, including the first-mentioned Directive as it stands amended for the time being; “ transparency (regulated markets) law ” means— (a) the measures adopted for the time being by the State to implement the Transparency (Regulated Markets) Directive and any supplemental Directive (whether an Act of the Oireachtas, regulations under section 3 of the European Communities Act 1972 , regulations under section 20 or any other enactment (other than, save where the context otherwise admits, this Part)), (b) any measures directly applicable in the State in consequence of the Transparency (Regulated Markets) Directive and, without prejudice to the generality of this paragraph, includes any Regulation or Decision made by the Commission pursuant to the procedure referred to in Article 27(2) of that Directive, and (c) any supplementary and consequential measures adopted for the time being by the State in respect of any Regulation or Decision made by the Commission in consequence of the Transparency (Regulated Markets) Directive pursuant to the foregoing procedure; “ supplemental Directive ” means any Directive made by the Commission in consequence of the Transparency (Regulated Markets) Directive pursuant to the procedure referred to in Article 27(2) of that Directive.

Power to make certain regulations.

20.— (1) The Minister may make regulations for the purposes of— (a) giving effect to the Transparency (Regulated Markets) Directive or any supplemental Directive, and (b) supplementing and making consequential provision in respect of any Regulation or Decision made by the Commission in consequence of the first-mentioned Directive in paragraph (a) pursuant to the procedure referred to in Article 27(2) of that Directive.

Conviction on indictment of offences under transparency (regulated markets) law.

21.— A person who is guilty of an offence created by transparency (regulated markets) law (being an offence expressed by that law to be an offence to which this section applies) shall, without prejudice to any penalties provided by that law in respect of a summary conviction for the offence, be liable, on conviction on indictment, to a fine not exceeding €1,000,000 or imprisonment for a term not exceeding 5 years or both.

Supplementary rules, etc., by competent authority.

22.— (1) In this section “ competent authority” means the competent authority designated under transparency (regulated markets) law for the purposes of the provisions of the Transparency (Regulated Markets) Directive (other than Article 24(4)(h) of that Directive).

Amendment of section 33AK of Central Bank Act 1942.

23.— The definition of “Supervisory Directives” in subsection (10) of section 33AK (inserted by the Central Bank and Financial Services Authority of Ireland Act 2003 ) of the Central Bank Act 1942 is amended by substituting the following paragraphs for paragraph (h) (inserted by the Act of 2005): “(h) the 2003 Prospectus Directive (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ), (i) the Transparency (Regulated Markets) Directive (within the meaning of

Part 3

of the Investment Funds, Companies and Miscellaneous Provisions Act 2006);”.

Application of transparency (regulated markets) law to certain markets.

24.— (1) The Minister, after consultation with the competent authority referred to in section 22

PART 4

Miscellaneous Amendment of section 1 of Act of 1997.

25.— Section 1 of the Act of 1997 is amended— (a) by inserting after “relevant transaction” in the definition of “ acting in concert” , in subsection (1), “(other than a bid referred to in that subsection)”, and (b) by substituting the following subsection for subsection (3): “(3) (a) For the purposes of this Act, two or more persons shall be deemed to be acting in concert as respects a takeover or other relevant transaction (in neither case being a bid to which the Regulations of 2006 apply) if they co-operate on the basis of an agreement, either express or tacit, either oral or written, aimed at: (i) either— (I) the acquisition by any one or more of them of securities in the relevant company concerned, or (II) the doing, or the procuring of the doing, of any act that will or may result in an increase in the proportion of securities in the relevant company concerned held by any one or more of them; or (ii) either— (I) acquiring control of the relevant company concerned, or (II) frustrating the successful outcome of an offer made for the purpose of the acquisition of control of the relevant company concerned; and ‘acting in concert’ shall be construed accordingly. (b) For the purposes of this subsection and without prejudice to any rules under section 8, persons controlled by another person within the meaning of Article 87 of Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 shall be deemed to be persons acting in concert, as respects the matters mentioned in paragraph (a), with that other person and with each other. (c) In this subsection— ‘ bid to which the Regulations of 2006 apply’ means a takeover bid, within the meaning of the Regulations of 2006, which the Panel has, by virtue of Regulation 6 of those Regulations, jurisdiction to supervise; ‘ Regulations of 2006’ means the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 ( S.I. No. 255 of 2006 ).”.

Amendment of section 2 of Act of 1997.

26.— Section 2 (as amended by the Act of 2005) of the Act of 1997 is amended by substituting the following paragraphs for paragraph (c): “(c) a public limited company— (i) one or more of the securities of which are, for the time being, authorised to be traded on any of the following markets, namely: (I) one or more of the markets operated by the London Stock Exchange or any successor of that Exchange (whether created by the merger of 2 or more exchanges or otherwise); (II) the New York Stock Exchange; (III) the market known as Nasdaq operated by Nasdaq Stock Market, Incorporated, or (ii) falling within any other class of public limited company which, in order to secure more fully the protection of shareholders, the Minister, after consultation with the Panel, prescribes for the purposes of this paragraph, other than a public limited company (in section 2B referred to as an ‘excepted company’) the only securities of which, for the time being, are authorised to be traded on a market referred to in any of the preceding clauses are those specified in section 2B, (d) a public limited company one or more of the securities of which are not, for the time being, authorised to be traded on a market referred to in clause (I), (II) or (III) of paragraph (c)(i) but were authorised to be traded on a market referred to in any of those clauses within the period of 5 years prior to the date on which the relevant proposal in relation to the takeover or other relevant transaction was made other than a public limited company (in section 2B also referred to as an ‘excepted company’) the only securities of which were authorised to be traded, within the foregoing period, on a market referred to in any of those clauses are those specified in section 2B,”.

Further amendment of section 2 of Act of 1997.

27.— Section 2 (as amended by the Act of 2005) of the Act of 1997 is further amended by substituting the following subparagraph for subparagraph (II) of paragraph (iii): “(II) which is not a company referred to in paragraph (c)(i) or (ii) or firstly referred to in paragraph (d).”.

Amendment of Act of 1997 — insertion of new section 2B.

28.— The following section is inserted after section 2A (inserted by the Act of 2005) of the Act of 1997: “Securities for the purposes of section 2(c) and (d) and application of those provisions.

2B.— (1) The securities referred to in paragraphs (c) and (d) of section 2 in relation to an excepted company are debentures or bonds or other securities in the nature of debentures or bonds, by whatever name called, that do not confer voting rights in the company or in any other body corporate.

Amendment of section 8 of Act of 1997.

29.— Section 8 of the Act of 1997 is amended— (a) in subsection (1), by substituting “subsections (2), (3), (4) and (7A) to (7D)” for “subsections (2), (3) and (4)”, and (b) by inserting after subsection (7) the following subsections: “(7A) The power to make rules under this section includes the power to make provision in such rules to give effect to— (a) a provision of the treaties of the European Communities, or (b) an act adopted by an institution of those Communities. (7B) Nothing in the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 ( S.I. No. 255 of 2006 ) (referred to subsequently in this section as the ‘Regulations’)— (a) prejudices the future exercise of the power of the Panel to make rules under this section for the purpose of giving effect to Directive 2004/25/EC 2 of the European Parliament and of the Council of 21 April 2004 on takeover bids (or any other act adopted by an institution of the European Communities), (b) prevents the Panel from making like provision in rules under this section to that which was made by Regulation 11 of, and the Schedule to, the Regulations. (7C) The Panel may, by rules under this section, revoke— (a) Regulation 11 of, and the Schedule to, the Regulations, and (b) the words ‘(being those rules as they stand amended by Regulation 11)’ where they occur in Regulations 16(3), 18(4) and 18(6) of the Regulations. (7D) (a) Rules under any of the preceding subsections may contain such supplementary, incidental or consequential provisions as appear to the Panel to be necessary or desirable in respect of the matters mentioned in the particular subsection to which the rules concerned relate. (b) Different rules may be made under this section in relation to any thing referred to in this section respecting a company by reference to whether the company is or is not a company a bid in respect of which the Panel has, by virtue of Regulation 6 of the Regulations, jurisdiction to supervise (which bid is referred to in paragraph (c) as a ‘Directive bid’). (c) Paragraph (b) is without prejudice to the Panel’s power to make uniform provision in rules under this section in relation to every company— (i) a Directive bid, or (ii) a takeover or other relevant transaction, in respect of which the Panel has jurisdiction to supervise.”.

Amendment of Schedule to Act of 1997.

30.— The following Schedule is substituted for the Schedule to the Act of 1997: “SCHEDULE Principles Applicable To The Conduct Of Takeovers, Etc.

Revocation of S.I. No. 87 of 2001 .

31.— The Irish Takeover Panel Act 1997 (Relevant Company) Regulations 2001 ( S.I. No. 87 of 2001 ) are revoked.

Amendment of European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006.

32.— (1) The following Regulation is substituted for Regulation 7 of the Regulations of 2006: “7.— The Panel shall ensure compliance with the principles set out in the Schedule to the Act of 1997 when performing its functions in accordance with these Regulations.”.

Amendment of Consumer Information Act 1978.

33.— Section 9(11)(b) of the Consumer Information Act 1978 (as amended by the Company Law Enforcement Act 2001 ) is repealed.

Amendment of sections 33C and 33AN of, and Schedule 2 to, Central Bank Act 1942.

34.— (1) Section 33C(1) of the Central Bank Act 1942 (inserted by the Central Bank and Financial Services Authority of Ireland Act 2003 ) is amended by inserting the following paragraph after paragraph (a): “(ab) to perform the functions the Bank has under regulations for the time being in force under section 20 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;”.

Part 3

of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;”, and (b) by substituting the following definition for the definition of “ designated statutory instrument” (inserted by the Act of 2005): “ ‘ designated statutory instrument’ does not include the Market Abuse (Directive 2003/6/EC) Regulations 2005 ( S.I. No. 342 of 2005 ), the Prospectus (Directive 2003/71/EC) Regulations 2005 ( S.I. No. 324 of 2005 ) or regulations for the time being in force under section 20 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;”.

Amendment of Netting of Financial Contracts Act 1995.

35.—

Section 1

of the Netting of Financial Contracts Act 1995 is amended by substituting the following definition for the definition of “party”: “ ‘ party ’ means a person constituting one of the parties to an agreement and includes, and shall be deemed always to have included— (a) any number of persons who share a single, identical interest in the agreement referred to subsequently in this definition if there is no differentiation in the rights and obligations of each of them in that agreement, (b) the partners in a partnership or limited partnership, including any limited partnership established under the Investment Limited Partnerships Act 1994 or the Limited Partnerships Act 1907 , and (c) the participants in— (i) a common contractual fund authorised pursuant to the Investment Funds, Companies and Miscellaneous Provisions Act 2005 , the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003 ( S.I. No. 211 of 2003 ) or the laws of a Member State (other than the State) adopted to implement Council Directive No. 86/611/EEC of 20 December 1985, as amended, or (ii) a sub-fund of a common contractual fund referred to in subparagraph (i), (whether or not the fund is acting through a manager or a delegate of a manager), in circumstances where any of such persons or such partners (acting in their capacity as such) or such fund or sub-fund enters into an agreement.”.

1OJ L390, 31.12.2004, p.38 2OJ L142, 30.04.2004, p.12 Privacy Statement Accessibility European Legislation Identifier (PDF) Open Data License Ráiteas Príobháideachais Inrochtaineacht Aitheantóir Eorpach Reachtaíochta (ELI) Ceadúnas Sonraí Oscailte Liosta Fianán © Government of Ireland. Oireachtas Copyright Material is reproduced with the permission of the Houses of the Oireachtas © Rialtas na hÉireann. Atáirgtear ábhar faoi Chóipcheart le cead ó Thithe an Oireachtais