Investment Funds, Companies and Miscellaneous Provisions Act 2005

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PART 1

Preliminary and General Section

Section 1

Short title, collective citation and construction.

Section 2

Commencement.

Section 3

Interpretation generally.

Section 4

Orders and regulations.

Section 5

Expenses.

PART 2

Common Contractual Funds

Section 6

Interpretation (Part 2).

Section 7

Non-application of this Part to certain undertakings.

Section 8

Authorisation of non-UCITS common contractual funds.

Section 9

Public information and reporting on authorisation of common contractual funds.

Section 10

Powers of Bank.

Section 11

Refusal of authorisation.

Section 12

Alteration in deed of constitution of, or change in name of, common contractual fund.

Section 13

Replacement of management company or custodian.

Section 14

Obligation on management companies under common contractual funds to purchase units.

Section 15

Prohibition of certain transactions and making of certain profits by management companies, etc.

Section 16

Assets of common contractual funds.

Section 17

Liability of custodians of common contractual funds.

Section 18

Application of certain provisions of UCITS Regulations.

Section 19

Offences in relation to certain bodies.

Section 20

Offences under provisions of this Part.

Section 21

Penalties.

PART 3

Amendments to Part XIII of Act of 1990

Section 22

Amendment of section 252 of Act of 1990.

Section 23

Amendment of section 254 of Act of 1990.

Section 24

Amendment of section 255 of Act of 1990.

Section 25

Segregated liability of sub-funds — insertion of new sections in Part XIII of Act of 1990.

Section 26

Amendment of section 257 of Act of 1990.

Section 27

Amendment of section 260 of Act of 1990.

Section 28

Insertion of new section 260A in Act of 1990.

PART 4

Market Abuse

Section 29

Interpretation (Part 4).

Section 30

Regulations (Part 4).

Section 31

Repeal of Part V of Act of 1990 and Companies (Amendment) Act 1999.

Section 32

Conviction on indictment of offences under Irish market abuse law: penalties.

Section 33

Civil liability for certain breaches of Irish market abuse law.

Section 34

Supplementary rules, etc., by competent authority.

Section 35

Amendment of section 33AJ of Central Bank Act 1942.

Section 36

Amendment of section 33AK of Central Bank Act 1942.

Section 37

Application of Irish market abuse law to certain markets.

PART 5

Public Offers of Securities

Section 38

Interpretation (Part 5).

Section 39

Construction of certain terms in Act of 1963.

Section 40

Repeal of certain provisions of Act of 1963 and revocation.

Section 41

Civil liability for misstatements in prospectus.

Section 42

Section 41: exceptions and exemptions.

Section 43

Restriction of liability where non-equity securities solely involved.

Section 44

Indemnification of certain persons.

Section 45

Expert's consent to issue of prospectus containing statement by him or her.

Section 46

Regulations (Part 5).

Section 47

Penalties on conviction on indictment and defences in respect of certain offences.

Section 48

Untrue statements and omissions in prospectus: criminal liability.

Section 49

Local offers.

Section 50

Exclusion of Investment Intermediaries Act 1995.

Section 51

Power to make certain rules and issue guidelines.

Section 52

Avoidance of certain agreements.

Section 53

Amendment of section 53 of Act of 1963.

Section 54

Amendment of section 55 of Act of 1963.

Section 55

Amendment of section 57 of Act of 1963.

PART 6

Miscellaneous Company Law Amendments

Section 56

Amendment of section 60 of Act of 1963.

Section 57

Electronic filing agents.

Section 58

Section 57: supplemental provisions.

Section 59

Reservation of company name.

Section 60

Section 59: supplemental provisions.

Section 61

Amendment of section 128 of Act of 1963.

Section 62

Amendment of section 195 of Act of 1963.

Section 63

Amendment of section 302(1) of Act of 1963.

Section 64

Amendment of section 371(1) of Act of 1963.

Section 65

Amendment of section 12B of Companies (Amendment) Act 1982.

Section 66

Amendment of section 22 of Companies (Amendment) Act 1986.

Section 67

Amendment of section 19 of Act of 1990.

Section 68

Amendment of section 20 of Act of 1990.

Section 69

Amendment of section 21 of Act of 1990.

Section 70

Amendment of section 166 of Act of 1990.

Section 71

Amendment of section 242 of Act of 1990.

Section 72

Replacement of references to Companies Registration Office Gazette for references to Iris Oifigiúil.

Section 73

Miscellaneous amendments of Companies Acts related to penalties.

Section 74

Amendment of section 110A of Company Law Enforcement Act 2001.

PART 7

Miscellaneous Amendments

Section 75

Amendment of Irish Takeover Panel Act 1997.

Section 76

Amendment of section 45 of Competition Act 2002.

Section 77

Amendment of UCITS Regulations.

Section 78

Amendment of section 26 of Prices Act 1958.

Section 79

Amendment of section 23 of Restrictive Practices Act 1972.

Section 80

Amendment of section 17 of Consumer Information Act 1978.

Section 81

Amendment of section 6 of Sale of Goods and Supply of Services Act 1980.

Section 82

Amendment of section 13 of Consumer Credit Act 1995.

Section 83

Amendment of sections 6 and 7 of Package Holidays and Travel Trade Act 1995.

Section 84

Amendment of section 31 of National Standards Authority of Ireland Act 1996.

Section 85

Amendment of Industrial and Provident Societies Act 1893.

Section 86

Validation.

Section 87

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

SCHEDULE Amendment of European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003 ( S.I. No. 211 of 2003 ) as Amended Acts Referred to Assets Covered Securities Act 2001 2001, No. 47 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 Act 1963 1963, No. 33 Companies Act 1990 1990, No. 33 Companies (Amendment) Act 1982 1982, No. 10 Companies (Amendment) Act 1983 1983, No. 13 Companies (Amendment) Act 1986 1986, No. 25 Companies (Amendment) Act 1990 1990, No. 27 Companies (Amendment) Act 1999 1999, No. 8 Companies (Amendment) (No. 2) Act 1999 1999, No. 30 Companies (Auditing and Accounting) Act 2003 2003, No. 44 Companies Acts 1963 to 2003 Company Law Enforcement Act 2001 2001, No. 28 Competition Act 2002 2002, No. 14 Consumer Credit Act 1995 1995, No. 24 Consumer Information Act 1978 1978, No. 1 Credit Union Act 1966 1966, No. 19 Credit Union Act 1997 1997, No. 15 Dormant Accounts Act 2001 2001, No. 32 Electronic Commerce Act 2000 2000, No. 27 European Communities Act 1972 1972, No. 27 Industrial and Provident Societies Act 1893 56 & 57 Vict., c. 39 Industrial and Provident Societies (Amendment) Act 1913 3 & 4 Geo. 5. c. 31 Investment Intermediaries Act 1995 1995, No. 11 Investment Limited Partnerships Act 1994 1994, No. 24 Irish Takeover Panel Act 1997 1997, No. 5 Limited Partnerships Act 1907 7 Edw. 7 c. 24 National Standards Authority of Ireland Act 1996 1996, No. 28 Package Holidays and Travel Trade Act 1995 1995, No. 17 Partnership Act 1890 53 & 54 Vict., c. 93 Petty Sessions (Ireland) Act 1851 14 & 15 Vict., c. 93 Postal and Telecommunications Services Act 1983 1983, No. 24 Prices Act 1958 1958, No. 4 Prices (Amendment) Act 1972 1972, No. 20 Restrictive Practices Act 1972 1972, No. 11 Restrictive Practices (Amendment) Act 1987 1987, No. 31 Sale of Goods and Supply of Services Act 1980 1980, No. 16 Taxes Consolidation Act 1997 1997, No. 39 Unclaimed Life Assurance Policies Act 2003 2003 No. 2 Unit Trusts Act 1990 1990, No. 37 Number 12 of 2005 INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2005 AN ACT TO MAKE PROVISION IN RELATION TO COLLECTIVE INVESTMENT UNDERTAKINGS OF THE KIND KNOWN AS “COMMON CONTRACTUAL FUNDS”; TO AMEND PART XIII OF THE COMPANIES ACT 1990 AND THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2003 (S.I. NO. 211 OF 2003); TO MAKE PROVISION IN RELATION TO CERTAIN OF THE MATTERS DEALT WITH BY ACTS ADOPTED BY INSTITUTIONS OF THE EUROPEAN COMMUNITIES IN THE FIELDS OF INSIDER TRADING AND MANIPULATION AND OTHER ABUSES OF FINANCIAL MARKETS AND IN THE FIELD OF OFFERS TO THE PUBLIC OF SECURITIES OR THE ADMITTANCE OF SECURITIES TO TRADING; TO EFFECT CERTAIN MISCELLANEOUS AMENDMENTS TO THE COMPANIES ACTS 1963 TO 2003; TO AMEND THE IRISH TAKEOVER PANEL ACT 1997 AND THE COMPETITION ACT 2002; TO INCREASE THE PENALTIES FOR OFFENCES UNDER THE PRICES ACT 1958, THE RESTRICTIVE PRACTICES ACT 1972 AND CERTAIN ENACTMENTS THAT RELATE TO PROTECTION OF THE CONSUMER; TO AMEND THE

INDUSTRIAL AND PROVIDENT SOCIETIES ACT 1893 AND TO PROVIDE FOR RELATED MATTERS. [29th June, 2005] 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 2005.

Commencement.

2.—(1) This Act (other than sections 85 and 86 ) 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.

Interpretation generally.

3.—(1) In this Act— “Act of 1963” means the Companies Act 1963 ; “Act of 1990” means the Companies Act 1990 ; “contravention” includes, in relation to any provision, a failure to comply with that provision and “contravene” shall be construed accordingly; “enactment” includes an instrument made under an enactment; “Member State”, where used without qualification, means Member State of the European Union; “Minister” means the Minister for Enterprise, Trade and Employment.

Orders and regulations.

4.—(1) Every order or regulation made under this Act (other than an order made under section 2 or 37 ) 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

Common Contractual Funds Interpretation (Part 2).

6.—(1) In this Part, unless the context otherwise requires— “Bank” means the Central Bank and Financial Services Authority of Ireland; “common contractual fund” means a collective investment undertaking, being an unincorporated body established by a management company, under which the participants by contractual arrangement participate and share in the property of the collective investment undertaking as co-owners, provided— (a) it is expressly stated in its deed of constitution to be established pursuant to this Act, (b) it holds an authorisation issued in accordance with this Act, and (c) it is not established pursuant to Council Directive No. 85/611/EEC of 20 December 19851 , as amended from time to time. “debentures” means any debentures, debenture stock or bonds of any body corporate, incorporated in or outside the State, whether constituting a charge on the assets of the body or not; “deed of constitution” or “deed” means the deed under which the common contractual fund is constituted, and references to the deed of constitution of a common contractual fund shall be construed accordingly; “holding company” has the same meaning as in the Act of 1963; “sub-fund” means a separate portfolio of assets maintained by a common contractual fund in accordance with its deed of constitution; “subsidiary” has the same meaning as in the Act of 1963; “UCITS Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003 ( S.I. No. 211 of 2003 ) as amended; “unit-holder” means the holder of one or more units of a common contractual fund and references to a unit-holder in such a common contractual fund shall be construed accordingly; “units” means instruments granting an entitlement to share in the investments and relevant income of a common contractual fund; “umbrella fund” means a common contractual fund which is divided into a number of sub-funds.

Non-application of this Part to certain undertakings.

7.—(1) The provisions of this Part shall not apply to an undertaking for collective investment in transferable securities (within the meaning of the UCITS Regulations) that is authorised— (a) under the UCITS Regulations, or (b) by a competent authority in another Member State of the European Communities in accordance with Council Directive No. 85/611/EEC of 20 December 1985, as amended from time to time.

Authorisation of non-UCITS common contractual funds.

8.—(1) The Bank shall authorise a common contractual fund if, but only if— (a) the Bank is satisfied that— (i) the competence of the management company and custodian in respect of matters of the kind with which they would be concerned in relation to a common contractual fund, and (ii) their probity, are such as to render them suitable to act as management company and custodian respectively, under the common contractual fund, (b) the management company of the common contractual fund— (i) is a body corporate that has its registered office and head office in the State, and (ii) has, in the opinion of the Bank, sufficient financial resources at its disposal to enable it to conduct its business effectively and meet its liabilities, (c) the custodian of the common contractual fund— (i) either has its registered office in the State or has established a place of business in the State if its registered office is in another Member State, (ii) has, in the opinion of the Bank, sufficient financial resources at its disposal to enable it to conduct its business effectively and meet its liabilities, and (iii) can satisfy the Bank that it has the appropriate expertise and experience to perform its functions under this Part, (d) the Bank is satisfied that the common contractual fund is organised such that the effective control over the affairs of the management company and of the custodian of the common contractual fund will be exercised independently of one another, (e) the Bank has approved the deed of constitution and the deed of constitution contains a covenant providing that the common contractual fund will be carried on in compliance with the provisions of this Act, (f) a copy of the deed of constitution is deposited with the Bank, and (g) the name of the common contractual fund is not, in the opinion of the Bank, undesirable.

Public information and reporting on authorisation of common contractual funds.

9.—(1) The Bank shall establish and maintain a register of common contractual funds.

Powers of Bank.

10.—(1) Notwithstanding any other powers which may be available to the Bank under any other enactment, the Bank may impose such conditions for the authorisation of a common contractual fund under section 8 as it considers appropriate and prudent for the purposes of the orderly and proper regulation of the business of common contractual funds.

Refusal of authorisation.

11.—(1) Where the Bank decides to refuse authorisation of a common contractual fund, it shall notify the management company and the custodian of the common contractual fund of its decision and of the reasons therefor.

Alteration in deed of constitution of, or change in name of, common contractual fund.

12.—(1) No alteration in the deed of constitution of a common contractual fund or change in the name of such a common contractual fund shall be made without the approval of the Bank and— (a) any person who makes such an alteration or change without such approval shall be guilty of an offence, and (b) any such alteration made without the approval of the Bank is void.

Replacement of management company or custodian.

13.—(1) The deed of constitution shall specify the conditions for the replacement of the management company or custodian of the common contractual fund with another management company or custodian and shall contain provisions to ensure the protection of unit-holders in the event of any such replacement.

Obligation on management companies under common contractual funds to purchase units.

14.—(1) Subject to Regulation 63 of the UCITS Regulations, as applied by section 18 , whenever the unit-holder in a common contractual fund, or the unit-holder in a common contractual fund the authorisation of which stands revoked under this Part, so requests, the management company of the common contractual fund shall, in accordance with the provisions of the deed of constitution of the fund and any relevant conditions imposed by the Bank, redeem out of the assets of the common contractual fund such number of the units of the common contractual fund held by the unit-holder as that person may specify at the price for the time being at which the management company redeems units of the common contractual fund.

Prohibition of certain transactions and making of certain profits by management companies, etc.

15.—(1) Neither a management company of a common contractual fund (the “corporate body”) nor a subsidiary or a holding company of that corporate body or a subsidiary of the holding company of that corporate body or a director or person engaged in the management of such corporate body or company shall carry out transactions for it, him or herself, or make a profit for it, him or herself from transactions, in any assets held under the scheme save in accordance with the deed of constitution and any conditions imposed by the Bank.

Assets of common contractual funds.

16.—(1) The assets of a common contractual fund shall belong exclusively to the common contractual fund and the assets shall be entrusted to a custodian for safe-keeping in accordance with conditions imposed by the Bank under section 10 .

Liability of custodians of common contractual funds.

17.—(1) The custodian shall exercise due care and diligence in the discharge of its duties and shall be liable to the unit-holders and management company for any loss arising from the negligence, fraud, bad faith, wilful default or recklessness in the performance of those duties.

Application of certain provisions of UCITS Regulations.

18.—(1) Regulations 63, 77 to 85 and 98 to 105 of the UCITS Regulations shall apply to a common contractual fund as they apply to the bodies to which those Regulations relate subject to the following modifications and any other necessary modifications— (a) a reference in those Regulations to a term or expression specified in the second column of the Table to this section at any reference number shall be construed, where the context admits, as a reference to the term or expression specified in the third column of the said Table at that reference number, and (b) references to cognate terms or expressions in those Regulations shall be construed accordingly, (c) references to “the articles” and “the Directive” in those Regulations shall be disregarded, (d) the words “and the other information provided for in Schedule 2 to these Regulations” in Regulation 79 and the first sentence of Regulation 80 of those Regulations shall be disregarded and Regulation 80 shall have effect as if there were inserted the words “in the half-yearly report” after the words “the figures”, (e) paragraph (4)(d) of Regulation 102 shall be disregarded, (f) references to “simplified prospectus” in Regulations 82 and 83 shall be disregarded.

TABLE Ref. No.

Term or expression referred to in UCITS Regulations Construction of term or expression for purposes of this section

(1)

(2)

Offences in relation to certain bodies.

19.—Where an offence under this Part is committed by a body corporate and is proved to have been so committed with the consent or approval of, or to have been facilitated by any wilful neglect on the part of any person being a director, manager, secretary, member of any committee of management or other controlling authority of such body or official of such body, that person shall also be guilty of an offence.

Offences under provisions of this Part.

20.—A person who contravenes any provision of this Part and for which contravention no offence is created by any other provision of this Part shall be guilty of an offence.

Penalties.

21.—(1) A person guilty of an offence under this Part shall be liable— (a) on summary conviction to a fine not exceeding €5,000 or imprisonment for a term not exceeding 12 months or both, or (b) on conviction on indictment to a fine not exceeding €15,000 or imprisonment for a term not exceeding 5 years or both, and, if the contravention in respect of which he or she is convicted of an offence under this Part is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and for each such offence the person shall be liable on summary conviction to a fine not exceeding €400 or, on conviction on indictment, to a fine not exceeding €1,900.

PART 3

Amendments to Part XIII of Act of 1990 Amendment of section 252 of Act of 1990.

22.—Section 252(1) of the Act of 1990 is amended by including, in the appropriate places, the following additional definitions— “ ‘management company’ means a company designated by an investment company to undertake the management of the investment company; ‘sub-fund’ means a separate portfolio of assets maintained by an investment company in accordance with its articles; ‘umbrella fund’ means an investment company which has one or more sub-funds and which is authorised by the Central Bank pursuant to section 256.”.

Amendment of section 254 of Act of 1990.

23.—Section 254 of the Act of 1990 is amended by substituting the following for subsection (2)— “(2) An investment company shall not purchase its own shares, for the purposes referred to in section 253(2)(b)(ii), unless they are fully paid, but nothing in this subsection shall prevent a purchase being made in accordance with section 255(3).”.

Amendment of section 255 of Act of 1990.

24.—Section 255 of the Act of 1990 is amended by adding the following after subsection (2): “(3) Notwithstanding subsection (1), an umbrella fund may, for the account of any of its sub-funds, and in accordance with conditions imposed by the Central Bank pursuant to section 257, acquire by subscription or transfer for consideration, shares of any class or classes, howsoever described, representing other sub-funds of the same umbrella fund provided that the acquisition is for a purpose otherwise than that provided for in section 253(2)(b)(ii).”.

Segregated liability of sub-funds — insertion of new sections in Part XIII of Act of 1990.

25.—The following sections are inserted after section 256 of the Act of 1990: “Segregated liability of investment company sub-funds.

256A.—(1) Notwithstanding any statutory provision or rule of law to the contrary, but subject to subsection (2), any liability incurred on behalf of or attributable to any sub-fund of an umbrella fund shall be discharged solely out of the assets of that sub-fund, and no umbrella fund nor any director, receiver, examiner, liquidator, provisional liquidator or other person shall apply, nor be obliged to apply, the assets of any such sub-fund in satisfaction of any liability incurred on behalf of or attributable to any other sub-fund of the same umbrella fund, whether such liability was incurred before, on or after the date this section commences.

Notice to creditors of special resolution under section 256A.

256B.—(1) The requirement in section 256A to give all creditors of the umbrella fund notice of a meeting to consider a special resolution shall be met if— (a) a notice in writing, accompanied by the statement of assets and liabilities, is sent to each relevant creditor of a sub-fund, and (b) a notice is published in at least one national newspaper in accordance with the terms of the prospectus for the umbrella fund, stating that the umbrella fund intends to avail of section 256A(1) and that an application may be made in accordance with section 256C, for an order pursuant to that section.

Application to court opposing special resolution under section 256A.

256C.—(1) An application may be made to the court in accordance with this section for an order preventing any resolution passed or proposed to be passed pursuant to section 256A(2) from taking effect in relation to any umbrella fund to which that section applies.

Appeal from court order under section 256C.

256D.—(1) Any creditor who has made an application pursuant to section 256C, or the umbrella fund in respect of which the application is made, may appeal to the Supreme Court against any decision of the court in respect of that application.

Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 256A applies.

256E.—(1) Every umbrella fund to which section 256A applies shall be required to include the words ‘An umbrella fund with segregated liability between sub-funds’ in all its letterheads and in any agreement entered into in writing with a third party, and shall be obliged to disclose that it is a segregated liability umbrella fund to any third party with which it enters into an oral contract.

Amendment of section 257 of Act of 1990.

26.—Section 257(4) of the Act of 1990 is amended— (a) in paragraph (d), by substituting “subsections,” for “subsections.”, and (b) by adding the following paragraph: “(e) supervisory and reporting requirements and conditions relating to the business of a management company as the Central Bank considers appropriate or prudent to impose on the management company from time to time.”.

Amendment of section 260 of Act of 1990.

27.—Section 260(3) of the Act of 1990 is amended by inserting “, 43, 43A” after “41”.

Insertion of new section 260A in Act of 1990.

28.—The following section is inserted after section 260 of the Act of 1990: “Application of section 148 of Principal Act.

260A.—(1) Notwithstanding section 148(2) of the Principal Act (inserted by the European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 ( S.I. No. 116 of 2005 )) an investment company may, in respect of its individual accounts, opt to prepare those accounts in accordance with both of the following, namely— (a) an alternative body of accounting standards, and (b) section 149A of the Principal Act, as if the references in that section 149A to international financial reporting standards were references to that alternative body of accounting standards.

Part 2

of the Companies (Auditing and Accounting) Act 2003 , then, before making those regulations, the Minister shall also consult with the Irish Auditing and Accounting Supervisory Authority.”.

PART 4

Market Abuse Interpretation (Part 4).

29.—(1) In this Part— “2003 Market Abuse Directive” means Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse)2 , including that Directive as it stands amended for the time being; “Irish market abuse law” means— (a) the measures adopted for the time being by the State to implement the 2003 Market Abuse Directive and the supplemental Directives (whether an Act of the Oireachtas, regulations under section 3 of the European Communities Act 1972 , regulations under section 30 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 2003 Market Abuse Directive and, without prejudice to the generality of this paragraph, includes the Market Abuse Regulation, and (c) any supplementary and consequential measures adopted for the time being by the State in respect of the Market Abuse Regulation; “Market Abuse Regulation” means Commission Regulation 2273/2003 of 22 December 20033 ; “supplemental Directives” means— (a) Commission Directive No. 2003/124/EC of 22 December 20034 , (b) Commission Directive No. 2003/125/EC of 22 December 20035 , and (c) Commission Directive No. 2004/72/EC of 29 April 20046 .

Regulations (Part 4).

30.—(1) The Minister may make regulations for the purposes of— (a) giving effect to the 2003 Market Abuse Directive and the supplemental Directives, and (b) supplementing and making consequential provision in respect of the Market Abuse Regulation.

Repeal of Part V of Act of 1990 and Companies (Amendment) Act 1999.

31.—The following are repealed: (a) Part V of the Act of 1990, and (b) the Companies (Amendment) Act 1999 .

Conviction on indictment of offences under Irish market abuse law: penalties.

32.—A person who is guilty of an offence created by Irish market abuse 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 €10,000,000 or imprisonment for a term not exceeding 10 years or both.

Civil liability for certain breaches of Irish market abuse law.

33.—(1) If a person contravenes a provision of Irish market abuse law (being a provision the purpose of which is expressed by that law to be for the implementation of Article 2, 3 or 4 of the 2003 Market Abuse Directive) the person shall be liable— (a) to compensate any other party to the transaction concerned 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 financial instruments concerned were acquired or disposed of and the price at which they would have been likely to have been acquired or disposed of 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 body corporate or other legal entity which issued the financial instruments concerned for any profit accruing to the first-mentioned person from acquiring or disposing of those instruments.

Supplementary rules, etc., by competent authority.

34.—(1) In this section “competent authority” means the competent authority designated under Irish market abuse law.

Amendment of section 33AJ of Central Bank Act 1942.

35.—Section 33AJ (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 subsection for subsection (7): “(7) In this section, ‘agent’ includes a person appointed or authorised by the Bank, the Governor or the Chief Executive to perform any function or exercise a power under the Central Bank Acts or any other enactment.”.

Amendment of section 33AK of Central Bank Act 1942.

36.—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 (e): “(e) Council Directive 92/96/EEC of 10 November 19927 , (f) the 2003 Market Abuse Directive (within the meaning of Part 4 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005), (g) the supplemental Directives (within the meaning of that Part 4), (h) the 2003 Prospectus Directive (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005);”.

Application of Irish market abuse law to certain markets.

37.—(1) The Minister, after consultation with the competent authority designated under Irish market abuse law, may, by provisional order, provide that one or more provisions of Irish market abuse law that apply in relation to a market to which the 2003 Market Abuse Directive applies shall, with such modifications, if any, as are specified in the order, apply to a market specified in the order.

PART 5

Public Offers of Securities Interpretation (Part 5).

38.—(1) In this Part, unless the context otherwise requires— “2003 Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 20038 , including that Directive as it stands amended for the time being; “body corporate” includes a company; “EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as amended for the time being; “EU prospectus law” means— (a) the measures adopted for the time being by a Member State (including the State) or a Member State of the EEA to implement the 2003 Prospectus Directive, (b) any measures directly applicable in consequence of the 2003 Prospectus Directive and, without prejudice to the generality of this paragraph, includes the Prospectus Regulation, and (c) any supplementary and consequential measures adopted for the time being by a Member State (including the State) or a Member State of the EEA in respect of the Prospectus Regulation; “expert”, save where a different construction in respect of that expression applies for the purposes of this Part by virtue of Irish prospectus law, includes engineer, valuer, accountant and any other individual or body (whether incorporated or unincorporated) the profession of whom, or the profession of members, officers or employees of which, gives authority to a statement made by the individual or body; “Irish prospectus law” means— (a) the measures adopted for the time being by the State to implement the 2003 Prospectus Directive (whether an Act of the Oireachtas, regulations under section 3 of the European Communities Act 1972 , regulations under section 46 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 2003 Prospectus Directive and, without prejudice to the generality of this paragraph, includes the Prospectus Regulation, and (c) any supplementary and consequential measures adopted for the time being by the State in respect of the Prospectus Regulation; “issuer” means a body corporate or other legal entity which issues or proposes to issue securities; “local offer” means an offer of securities to the public in the State where— (a) the offer expressly limits the amount of the total consideration for the offer to less than €2,500,000 (and the means by which that limit shall be calculated, in particular in the case of a series of such offers of securities, shall be the same as that provided for by regulations under

section 46 in relation to analogous limits specified by those regulations for any purpose), (b) the securities are other than those referred to in any of paragraphs (a) to (g) or paragraph (i) or (j) of Article 1(2) of the 2003 Prospectus Directive, and (c) the offer is not of a kind described in Article 3(2) of the 2003 Prospectus Directive; “Member State of the EEA” means a state that is a contracting party to the EEA Agreement; “offer of securities to the public” has the same meaning as it has in Irish prospectus law; “offering document” means a document prepared for a local offer which document, if prepared in connection with an offer to which the 2003 Prospectus Directive applies, would be a prospectus; “offeror” means a body corporate or other legal entity or an individual which or who offers securities to the public; “promoter” means, subject to subsection (5), a promoter who was a party to the preparation of a prospectus, or of the portion thereof containing an untrue statement; “prospectus” means a document or documents in such form and containing such information as may be required by or under this Part or EU prospectus law, howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing; “Prospectus Regulation” means Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements9 ; “securities” has the same meaning as it has in Irish prospectus law, and includes shares and debentures of a company.

Construction of certain terms in Act of 1963.

39.—(1) A word or expression that is used in a provision inserted in the Act of 1963 by this Part, or in a provision of that Act amended by this Part, and which is also used in this Part shall have in that provision, as so inserted or amended, the same meaning as it has in this Part.

Repeal of certain provisions of Act of 1963 and revocation.

40.—(1) The following are repealed: (a) sections 43 to 47, 49 to 52, 54, 56 and 59, subsections (15B) and (15C) of section 60 and sections 61 and 361 to 367 of the Act of 1963, and (b) the Third and Fourth Schedules to the Act of 1963.

Civil liability for misstatements in prospectus.

41.—Subject to sections 42 and 43 , the following persons shall be liable to pay compensation to all persons who acquire any securities on the faith of a prospectus for the loss or damage they may have sustained by reason of— (a) any untrue statement included therein, or (b) any omission of information required by EU prospectus law to be contained in the prospectus, namely— (i) the issuer who has issued the prospectus or on whose behalf the prospectus has been issued, (ii) the offeror of securities to which the prospectus relates, (iii) every person who has sought the admission of the securities to which the prospectus relates to trading on a regulated market, (iv) the guarantor of the issue of securities to which the prospectus relates, (v) every person who is a director of the issuer at the time of the issue of the prospectus, (vi) every person who has authorised himself or herself to be named and is named in the prospectus as a director of the issuer or as having agreed to become such a director either immediately or after an interval of time, (vii) every person being a promoter of the issuer, (viii) every person who has authorised the issue of the prospectus (not being the competent authority designated under Irish prospectus law).

Section 41

: exceptions and exemptions.

42.—(1) Where the consent of an expert is required to the issue of a prospectus by section 45 and he or she has given that consent, the expert shall not by reason of his or her having given it be liable under section 41 as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him or her as an expert.

Restriction of liability where non-equity securities solely involved.

43.—Where a prospectus is issued solely in respect of non-equity securities— (a) only 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 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, and (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.

Indemnification of certain persons.

44.—(1) This section applies where— (a) a prospectus contains the name of a person as a director of the issuer, or as having agreed to become a director thereof, and he or she has not consented to become a director, or has withdrawn, in writing, his or her consent before the issue of the prospectus, and has not authorised or consented to the issue thereof, or (b) the consent of an expert is required by section 45 to the issue of a prospectus and he or she either has not given that consent or has withdrawn, in writing, that consent before the issue of the prospectus.

Expert's consent to issue of prospectus containing statement by him or her.

45.—(1) A prospectus including a statement purporting to be made by an expert shall not be issued unless— (a) the expert has given and has not, before publication of the prospectus, withdrawn, in writing, his or her consent to the issue thereof with the statement included in the form and context in which it is included, and (b) to the extent that the inclusion in the prospectus of the following is required by EU prospectus law, a statement that the expert has given and has not withdrawn, in writing, that consent appears in the prospectus.

Regulations (Part 5).

46.—(1) The Minister may make regulations for the purposes of— (a) giving effect to the 2003 Prospectus Directive, and (b) supplementing and making consequential provision in respect of the Prospectus Regulation.

Penalties on conviction on indictment and defences in respect of certain offences.

47.—(1) A person who is guilty of an offence created by Irish prospectus 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.

Untrue statements and omissions in prospectus: criminal liability.

48.—(1) Where a prospectus is issued and— (a) includes any untrue statement, or (b) omits any information required by EU prospectus law to be contained in it, any person who authorised the issue of the prospectus (not being the competent authority designated under Irish prospectus law) shall be guilty of an offence unless he or she proves— (i) as regards an untrue statement, either that the statement was, having regard to the circumstances of the case, immaterial or that he or she honestly believed and did, up to the time of the issue of the prospectus, believe that the statement was true, or (ii) as regards any information omitted, either that the omission was, having regard to the circumstances of the case, immaterial or that he or she did not know it, or (iii) that the making of the statement or omission was otherwise such as, having regard to the circumstances of the case, ought reasonably to be excused.

Local offers.

49.—(1) An offering document prepared for a local offer shall contain the following statements in print in clearly legible type: (a) on the front page or otherwise in a prominent position: “This document, —has not been prepared in accordance with Directive 2003/71/EC on prospectuses or any measures made under that Directive or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Directive or those measures, —has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state, and therefore may not contain all the information required where a document is prepared pursuant to that Directive or those laws.”, (b) elsewhere in the offering document: (i) where the offering document contains information on past performance: “Past performance may not be a reliable guide to future performance.”, (ii) where the offering document contains information on simulated performance: “Simulated performance may not be a reliable guide to future performance.”, (iii) “Investments may fall as well as rise in value.”, (iv) where securities are described as being likely to yield income or as being suitable for an investor particularly seeking income from his or her investment, and where the income from the securities can fluctuate: “Income may fluctuate in accordance with market conditions and taxation arrangements.”, (v) where the primary market for the securities or the currency of the underlying business is in a currency other than euro: “Changes in exchange rates may have an adverse effect on the value, price or income of the securities.”, (vi) where the securities do not constitute a readily realisable investment: “It may be difficult for investors to sell or realise the securities and/or obtain reliable information about their value or the extent of the risks to which they are exposed.”.

Exclusion of Investment Intermediaries Act 1995.

50.—(1) Any document issued in connection with an offer of securities by or on behalf of an issuer, offeror or person seeking admission of securities to trading on a regulated market shall not be regarded as constituting an investment advertisement within the meaning of section 23 of the Investment Intermediaries Act 1995 .

Power to make certain rules and issue guidelines.

51.—(1) In this section “competent authority” means the competent authority designated under Irish prospectus law.

Avoidance of certain agreements.

52.—A condition— (a) requiring or binding an applicant for securities to waive compliance with any requirement of— (i) this Part, or (ii) EU prospectus law, or (b) where EU prospectus law applies, purporting to affect him or her with notice of any contract, document or matter not specifically referred to in the prospectus concerned, shall be void.

Amendment of section 53 of Act of 1963.

53.—Section 53 of the Act of 1963 is amended by substituting the following subsection for subsection (1): “(1) Where a prospectus states the minimum amount which, in the opinion of the directors, must be raised from an issue of shares and that no allotment shall be made of any of those shares unless that minimum amount has been subscribed and the sum payable on application for the amount so stated has been paid up, then no such allotment shall be made unless that minimum amount has been subscribed and the said sum so payable has been paid up.”.

Amendment of section 55 of Act of 1963.

54.—Section 55 of the Act of 1963 is amended— (a) in subsection (1), by deleting “or 54”, and (b) in subsection (3), by substituting “section 53” for “the said sections 53 and 54”.

Amendment of section 57 of Act of 1963.

55.—Section 57 of the Act of 1963 is amended— (a) by substituting for “shares or debentures” in each place where those words occur, “securities”, (b) in subsection (1), by inserting after “stock exchange” “or regulated market”, and (c) by adding the following subsection: “(7) The provisions of this section shall not apply in relation to an allotment of non-equity securities.”.

PART 6

Miscellaneous Company Law Amendments Amendment of section 60 of Act of 1963.

56.—(1) Section 60 of the Act of 1963 is amended by substituting the following subsections for subsections (12) and (13): “(12) Nothing in this section shall be taken to prohibit— (a) the payment by a company of a dividend or making by it of any distribution out of profits of the company available for distribution; (b) the discharge by a company of a liability lawfully incurred by it; (c) the provision of finance or delivery of security to discharge, or effect what is commonly known as refinancing of, an existing loan or other liability or security in relation to that existing loan where the incurring of the existing loan or liability or the delivery of the existing security had occurred under the authority of a special resolution of the company passed in accordance with subsection (2); (d) subject to subsection (13), where the lending of money is part of the ordinary business of the company, the lending of money by a company in the ordinary course of its business; (e) subject to subsection (13), the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fully paid shares in the company or its holding company, being a purchase or subscription of or for shares to be held by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company; (f) subject to subsection (13), the making by a company of loans to persons, other than directors, bona fide in the employment of the company or any subsidiary of the company with a view to enabling those persons to purchase or subscribe for fully paid shares in the company or its holding company to be held by themselves as beneficial owners thereof; (g) the making or giving by a company of one or more representations, warranties or indemnities to a person who has purchased or subscribed for, or proposes to purchase or subscribe for, shares in the company or its holding company for the purpose of or in connection with that purchase or subscription; (h) the payment by a company of fees and expenses of the advisers of any subscriber for shares in the company or its holding company that are incurred in connection with that subscription; (i) the incurring of expenses (including professional fees and expenses) by a company either or both— (i) in the preparation and publication of a prospectus concerning any shares in the company or its holding company,

(ii) for the purpose of facilitating the admission of any shares in the company or its holding company to, or the continuance of a facility afforded to the company or its holding company for the trading of such shares on, a regulated market; (j) the incurring of expenses by a company for the purpose of facilitating the admission of any shares in the company or its holding company to, or the continuance of a facility afforded to the company or its holding company for the trading of such shares on, a regulated market or other securities market (including the expense of preparation and publication of any documents required for that purpose by the laws of the jurisdiction in which that market is established); (k) the incurring of any expenses by a company in order to ensure compliance by the company or its holding company with the Irish Takeover Panel Act 1997 or an instrument thereunder or any measures for the time being adopted by the State to implement Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids10 ; (l) the reimbursement by a company which is an offeree (within the meaning of the Irish Takeover Panel Act 1997 ) or by a subsidiary of such an offeree of expenses of an offeror (within the meaning of that Act) pursuant to an agreement approved by, or on terms approved by, the Irish Takeover Panel; (m) in connection with an allotment of shares by a company or its holding company, the payment by the company of commissions not exceeding 10 per cent of the money received in respect of such allotment to intermediaries, and the payment by the company of professional fees; (n) to the extent that provision of this kind is not authorised by paragraph (e) or (f), the provision of financial assistance by a holding company or a subsidiary of it in connection with the holding company or subsidiary purchasing or subscribing for shares in the holding company on behalf of— (i) the present or former employees of the holding company or any subsidiary of it, (ii) an employees' share scheme within the meaning of the Companies (Amendment) Act 1983 , or (iii) an employee share ownership trust referred to in section 519 of the Taxes Consolidation Act 1997 .

(2)

Section 39

applies to the construction of a word or expression used in the provisions inserted in the Act of 1963 by subsection (1) as it applies to the construction of a word or expression used in the provisions inserted in the Act of 1963 by Part 5.

Electronic filing agents.

57.—(1) A company may authorise a person (who shall be known and is in this Act referred to as an “electronic filing agent”) to do the following acts on its behalf.

Section 57

: supplemental provisions.

58.—(1) A company may revoke an authorisation by it under section 57 of an electronic filing agent.

Reservation of company name.

59.—(1) In this section— “reserved” means reserved under subsection (4) for the purpose mentioned in subsection (3); “specified period” means the period specified in the relevant notification made by the registrar of companies under subsection (5).

Section 59

: supplemental provisions.

60.—(1) A person in whose favour a name has been reserved under section 59 may, before the expiry of the specified period, apply to the registrar of companies for an extension of the specified period; such an application shall be accompanied by the prescribed fee.

Amendment of section 128 of Act of 1963.

61.—Section 128 of the Act of 1963 (as amended by the Companies (Auditing and Accounting) Act 2003 ) is amended, in subsection (6B)(b), by inserting, after “section 193”, “of the Act of 1990”.

Amendment of section 195 of Act of 1963.

62.—Section 195 of the Act of 1963 (inserted by the Act of 1990) is amended by inserting the following subsection after subsection (6): “(6A) In the case of a person who is a director of more than one company (the ‘relevant companies‘) the following provisions apply— (a) the person may send a notification in the prescribed form to the registrar of companies of a change in his or her usual residential address or of a change in his or her name and (in each case) of the date on which the change occurred, (b) if such a notification is sent to the registrar and the relevant companies are listed in the notification as being companies of which the person is a director— (i) each of the relevant companies shall be relieved, as respects, and only as respects, that particular change or, as the case may be, those particular changes, of the obligation under subsection (6) to send a notification of it or them to the registrar, and (ii) the registrar may proceed to record the relevant change or changes concerning the person in relation to each of the relevant companies.”.

Amendment of section 302(1) of Act of 1963.

63.—Section 302(1) of the Act of 1963 is amended by inserting after “notice requiring him to do so” “or such greater period as may be specified in the notice”.

Amendment of section 371(1) of Act of 1963.

64.—Section 371(1) of the Act of 1963 is amended by inserting after “notice on the company or officer requiring it or him to do so” “or such greater period as may be specified in the notice”.

Amendment of section 12B of Companies (Amendment) Act 1982.

65.—Section 12B of the Companies (Amendment) Act 1982 (inserted by the Companies (Amendment) (No. 2) Act 1999 ) is amended by inserting the following subsection after subsection (8): “(8A) For the purposes of subsection (1) of section 12 of this Act where— (a) a company does not, for 20 or more consecutive years, make an annual return required by section 125 of the Principal Act, and (b) no notice of the situation of the registered office of the company has been given to the registrar of companies as required by section 113 of the Principal Act, the registrar of companies may, instead of sending, in accordance with the said subsection (1), a registered letter to the company stating that he proposes to take the course of action mentioned in that subsection in relation to the company, publish a notice in the Companies Registration Office Gazette stating that he proposes to take that course of action in relation to the company, and where the registrar publishes such a notice the reference in subsection (2) of section 12 of this Act to the sending of a letter of the foregoing kind shall be construed as a reference to the publishing of that notice.”.

Amendment of section 22 of Companies (Amendment) Act 1986.

66.—

Section 22

of the Companies (Amendment) Act 1986 is amended— (a) in subsection (1)— (i) in paragraph (a), by substituting “shall be guilty of an offence” for “shall be liable on summary conviction to a fine not exceeding £1,000”, and (ii) in paragraph (b), by substituting “Summary proceedings” for “Proceedings”, and (b) in subsection (2), by substituting “in respect of each such failure be guilty of an offence, but—” for “in respect of each offence be liable on summary conviction to imprisonment for a term not exceeding 6 months, or, at the discretion of the court to a fine not exceeding £1,000 or to both so, however, that—”.

Amendment of section 19 of Act of 1990.

67.—Section 19(2) of the Act of 1990 is amended— (a) by inserting the following after paragraph (d): “(da) the affairs of the body are being or have been conducted in a manner which is unfairly prejudicial to some or all of its creditors;”, (b) in paragraph (e), by substituting for “are or would be” “have been, are or would be”, and (c) in paragraph (f), by substituting for “are or are likely” “have been, are or are likely”.

Amendment of section 20 of Act of 1990.

68.—(1) Subsection (3) of section 20 of the Act of 1990 is repealed.

Amendment of section 21 of Act of 1990.

69.—Section 21(3) of the Act of 1990 is amended by inserting the following after paragraph (e): “(ea) the Irish Auditing and Accounting Supervisory Authority,”.

Amendment of section 166 of Act of 1990.

70.—Section 166 of the Act of 1990 is amended— (a) by substituting the following subsection for subsection (1): “(1) Where— (a) a director of a company is charged with an offence or civil proceedings are instituted against such a director, and (b) the charge or proceedings relate to the company or involve alleged fraud or dishonesty, the court before which the proceedings consequent on that charge or those civil proceedings are pending may (either of its own motion or at the request of any of the parties to the proceedings), if satisfied that it is appropriate to do so, require the director to lodge with the office of the court a notice in writing— (i) giving the names of all companies of which he is a director at the date of the notice, (ii) giving the names of all companies of which he was a director within a period commencing not earlier than 12 months prior to his being charged with the offence or the commencement of the civil proceedings and ending at the date of the notice, (iii) stating whether he is at the date of the notice or ever was subject or deemed to be subject to a disqualification order, and (iv) giving the dates and duration of each period in respect of which he is or was disqualified.”, and (b) by repealing subsection (3).

Amendment of section 242 of Act of 1990.

71.—Section 242 of the Act of 1990 is amended— (a) in subsection (1), by inserting before “produces, lodges or delivers”, in each place where those words occur, “completes, signs”, (b) by inserting the following subsection after subsection (1): “(1A) A person who knowingly or recklessly furnishes false information to an electronic filing agent that is subsequently transmitted in a return made, on the person's behalf, to the registrar of companies shall be guilty of an offence.”, and (c) in subsection (2), by inserting after “subsection (1)” “or (1A)”.

Replacement of references to Companies Registration Office Gazette for references to Iris Oifigiúil.

72.—Each enactment mentioned in column (2) of the Table to this section at a particular reference number is amended, in each provision of that enactment mentioned in column (3) of that Table at that reference number, by substituting for “Iris Oifigiúil” “the Companies Registration Office Gazette”.

TABLE Reference Number Enactment Provision

(1)

(2)

Companies Act 1963 Sections 65(1)(e), 107(1), 227(1), 252(1) and 261(1); Subsections ((1), (2), (3), (5) and (8) of section 311 (including those subsections as they have effect by virtue of section 43(15) of the Companies (Amendment) (No.2) Act 1999) and section 311A(1).

2.

Companies (Amendment) Act 1982 Subsections (1), (2) and (3) of section 12; Subsections (1), (2) and (3) of section 12A; Subsections (3) and (7) of section 12B and section 12C(1).

3.

Companies (Amendment) Act 1983 Sections 8(1), 23(7) and 55(1).

4.

Companies (Amendment) Act 1990 Subsection (2)(a) and (b) of section 12 and section 30(1).

5.

Companies Act 1990

Section 16(18).

Miscellaneous amendments of Companies Acts related to penalties.

73.—(1) The Act of 1963 is amended— (a) in section 115, by substituting the following subsection for subsection (6): “(6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall, without prejudice to any other liability, be guilty of an offence and liable to a fine not exceeding €1,904.61.”, and (b) in section 128(3), by substituting for “shall be liable to a fine” “shall be guilty of an offence and liable to a fine”.

Amendment of section 110A of Company Law Enforcement Act 2001.

74.—Section 110A of the Company Law Enforcement Act 2001 (inserted by the Companies (Auditing and Accounting) Act 2003 ) is amended— (a) in subsection (1)— (i) in paragraph (c), by deleting “and”, (ii) in paragraph (d), by substituting “1999, and” for “1999;”, and (iii) by inserting the following after paragraph (d): “(e) in respect of functions that, under the Companies Acts, are to be performed by the Central Bank and Financial Services Authority of Ireland— (i) the Chief Executive of the Irish Financial Services Regulatory Authority, or (ii) a person appointed by some other person to whom the Chief Executive of the Irish Financial Services Regulatory Authority has delegated responsibility for appointing persons for the purposes of this section;”, (b) by inserting the following after subsection 8: “(8A) A document purporting to be a copy of, or extract from, any document kept by the Central Bank and Financial Services Authority of Ireland and that is certified by— (a) the Chief Executive of the Irish Financial Services Regulatory Authority, or (b) any person authorised by the Chief Executive of the Irish Financial Services Regulatory Authority, to be a true copy of, or extract from, the document so kept is, without proof of the official position of the person purporting to so certify, admissible in evidence in all legal proceedings as of equal validity with the document so kept.”.

PART 7

Miscellaneous Amendments Amendment of Irish Takeover Panel Act 1997.

75.—The Irish Takeover Panel Act 1997 is amended— (a) in section 2— (i) in paragraph (ii), by substituting “Act of 1990,” for “Act of 1990.”, and (ii) by adding the following paragraph after paragraph (ii): “(iii) a public limited company or other body corporate incorporated in the State— (I) the only securities of which for the time being are authorised (or during the period of 5 years referred to in paragraph (b) were authorised) to be traded by a recognised stock exchange on a market regulated by that exchange are those specified in section 2A, and (II) which is not a company prescribed for the purposes of paragraph (c).” and (b) by inserting the following section after section 2: “Securities for the purposes of section 2(iii) and application of that provision.

2A.—(1) The securities referred to in paragraph (iii) of section 2 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 body corporate referred to in that paragraph or in any other body corporate.

Amendment of section 45 of Competition Act 2002.

76.—(1) Subsection (6) of section 45 of the Competition Act 2002 is repealed.

Amendment of UCITS Regulations.

77.—(1) The UCITS Regulations are amended in the manner provided for in the Schedule to this Act.

Amendment of section 26 of Prices Act 1958.

78.—The Prices Act 1958 (as amended by section 8 of the Prices (Amendment) Act 1972 ) is amended by substituting the following section for section 26: “26.—(1) A person who commits or is deemed to have committed an offence under this Act shall be liable— (a) on summary conviction, to a fine not exceeding €3,000 or imprisonment for a term not exceeding 6 months or both, or (b) on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 2 years or both.

Amendment of section 23 of Restrictive Practices Act 1972.

79.—The Restrictive Practices Act 1972 (as amended by section 21 of the Restrictive Practices (Amendment) Act 1987 ) is amended by substituting the following section for section 23: “23.—(1) A person who is guilty of an offence under this Act for which no special penalty is provided shall be liable— (a) on summary conviction, to a fine not exceeding €3,000 or imprisonment for a term not exceeding 6 months or both, or (b) on conviction on indictment, to a fine not exceeding €60,000 or imprisonment for a term not exceeding 2 years or both.

Amendment of section 17 of Consumer Information Act 1978.

80.—Section 17(1) of the Consumer Information Act 1978 is amended— (a) in paragraph (a) by substituting “€3,000” for “£500”, and (b) in paragraph (b) by substituting “€60,000” for “£10,000”.

Amendment of section 6 of Sale of Goods and Supply of Services Act 1980.

81.—

Section 6

Amendment of section 13 of Consumer Credit Act 1995.

82.—The Consumer Credit Act 1995 is amended by substituting the following section for section 13: “13.—(1) A person who is guilty of an offence under this Act shall be liable— (a) on summary conviction, to a fine not exceeding €3,000 or imprisonment for a term not exceeding 12 months or both, or (b) on conviction on indictment, to a fine not exceeding €100,000 or imprisonment for a term not exceeding 5 years or both.

Amendment of sections 6 and 7 of Package Holidays and Travel Trade Act 1995.

83.—The Package Holidays and Travel Trade Act 1995 is amended— (a) in section 6— (i) in subsection (1) by substituting “€3,000” for “£1,500”, and (ii) in subsection (2) by substituting “€3,000” for “£1,500” and “€100,000” for “£50,000”, and