Share Interests
Companies Act
Interests in shares: disclosure of individual and group acquisitions
Purpose of Chapter
1046. The purpose of this Chapter is to require the disclosure to a PLC (and the keeping of a register by the PLC as to the matters disclosed) of the following facts, and certain associated particulars, namely:
(a) the fact of there being acquired an interest in shares of the PLC (being shares with full voting rights) of an amount that is equal to or above a specified percentage — see, principally, sections 1048 and 1049 ;
(b) the fact of there no longer being held an interest in shares of the PLC (of the foregoing kind) of an amount that is equal to or above a specified percentage — see, principally, sections 1048 and 1049 ;
(c) the fact of there being acquired, or there no longer being held, an interest in shares of the PLC (of the foregoing kind) where, in consequence of either such event, the percentage levels of the interest (in terms of whole number of percentages) in the shares before and immediately after that event are not the same — see, principally, sections 1048 and 1049 ; and
(d) facts relevant to the application of the provisions of this Chapter as they require a disclosure of the kind described in a preceding paragraph, for example, the fact that full voting rights have, by virtue of a condition being satisfied, become attached to the shares in which the interests concerned exist — see, principally, sections 1048 and 1050 ;
and this Chapter—
(i) includes provisions for reckoning the interest of a spouse, civil partner or child of the person concerned, or a body corporate controlled by any of them, as an interest of that person and for reckoning, as an interest of the person concerned, the interest of another who is party with that person to a particular type of agreement;
(ii) may limit the duty of disclosure to circumstances in which the person concerned has become aware of the relevant facts; and
(iii) in addition to the various foregoing requirements, enables or, in certain cases requires, a PLC to conduct an investigation into whether interests are, or within a certain period have been, held in its shares that carry full voting rights.
Interpretation and supplemental (Chapter 4)
1047. (1) In this Chapter—
“child” does not include a person who has attained the age of majority;
“duty of disclosure” shall be read in accordance with section 1048 or 1050 (1), as appropriate;
“notifiable percentage” has the meaning given to it by section 1052 ;
“relevant share capital”, in relation to a PLC, means the PLC’s issued share capital of a class carrying rights to vote in all circumstances at general meetings of the PLC.
(2) It is declared for the avoidance of doubt that—
(a) where a PLC’s relevant share capital is divided into different classes of shares, references in this Chapter to a percentage of the nominal value of its relevant share capital are references to a percentage of the nominal value of the issued shares comprised in each of the classes taken separately, and
(b) the temporary suspension of voting rights in respect of shares comprised in issued share capital of a PLC of any such class does not affect the application of this Chapter in relation to interests in those or any other shares comprised in that class.
(3) The application of this Chapter is restricted, as was the position in the case of the corresponding provisions of the Act of 1990, by the regulations made under section 20 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 that are referred to in paragraph 11 of Schedule 6 .
Duty of disclosure — first class of case in which duty arises
1048. Where a person either—
(a) to the person’s knowledge acquires an interest in shares comprised in a PLC’s relevant share capital, or ceases to be interested in shares so comprised (whether or not retaining an interest in other shares so comprised), or
(b) becomes aware that he or she has acquired an interest in shares so comprised or that he or she has ceased to be interested in shares so comprised in which he or she was previously interested,
then, if—
(i) the interest in the shares is a notifiable interest as provided for in section 1049 (2), and
(ii) the case concerned falls within section 1049 (4) or (5),
the person shall be under a duty (in this Chapter referred to as the “duty of disclosure”) to make notification to the PLC of the interests which the person has, or had, in its shares.
Notifiable interest
1049. (1) For the purposes of the duty of disclosure, the interests to be taken into account are those in relevant share capital of the PLC concerned; section 1059 has effect (by means of its applying certain provisions of Chapter 5 of Part 5 ) for the purpose of determining whether a particular interest in shares is an interest in shares that is to be reckoned in applying the next following subsection.
(2) For the purposes of this Chapter, a person has a notifiable interest at any time when the person is interested in shares comprised in that share capital of an aggregate nominal value equal to or more than the percentage of the nominal value of that share capital which is for the time being the notifiable percentage.
(3) All facts relevant to determining whether a person has a notifiable interest at any time (or the percentage level of the person’s interest) are taken to be what he or she knows the facts to be at that time.
(4) The duty of disclosure arises under section 1048 where the person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time.
(5) The duty of disclosure also arises under section 1048 where—
(a) the person had a notifiable interest immediately before the relevant time, but does not have such an interest immediately after it, or
(b) the person had a notifiable interest immediately before that time, and has such an interest immediately after it, but the percentage levels of his or her interest immediately before and immediately after that time are not the same.
(6) For the purposes of this section, the “relevant time” means—
(a) in a case falling within section 1048 (a) — the time of the event there mentioned, and
(b) in a case falling within section 1048 (b) — the time at which the person became aware of the facts in question.
Duty of disclosure — second class of case in which duty arises
1050. (1) Where, otherwise than in circumstances falling within section 1048 , a person—
(a) is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of section 1049 (2) to an existing interest of his or hers in shares comprised in a PLC’s share capital of any description, or
(b) otherwise becomes aware of any such facts (whether or not arising from any such change of circumstances),
then, if the case concerned falls within subsection (2), the person shall be under a duty (in this Chapter also referred to as the “duty of disclosure”) to make notification to the PLC of those circumstances or facts.
(2) The duty of disclosure arises under this section where the person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time.
(3) For the purposes of this section, the “relevant time” means—
(a) in a case falling within subsection (1)(a) — the time of the change of circumstances there mentioned, and
(b) in a case falling within subsection (1)(b) — the time at which the person became aware of the facts in question.
“Percentage level” in relation to notifiable interests
1051. (1) Subject to subsection (2), in this Chapter “percentage level” means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the share capital concerned in which the person is interested immediately before or (as the case may be) immediately after the relevant time as a percentage of the nominal value of that share capital and rounding that figure down, if it is not a whole number, to the next whole number.
(2) Where the nominal value of the share capital is greater immediately after the relevant time than it was immediately before, the percentage level of the person’s interest immediately before (as well as immediately after) that time is determined by reference to the larger amount.
The notifiable percentage
1052. (1) In this Chapter “notifiable percentage” means—
(a) subject to paragraph (b), 3 per cent; or
(b) such other rate as may be specified by order made by the Minister under subsection (2).
(2) The Minister may, by order, specify the percentage to apply in determining whether a person’s interest in a PLC’s shares is notifiable under this Chapter; and different percentages may be so specified in relation to public limited companies of different classes or descriptions.
(3) Where — in consequence of a reduction specified under this section in the percentage made by such order — a person’s interest in a PLC’s shares becomes notifiable, the person shall then come under the duty of disclosure in respect of it; and the duty shall be performed within the period of 10 days after the day on which it arises.
Particulars to be contained in notification
1053. (1) Subject to section 1052 (3), a person’s duty to make a notification under section 1048 or 1050 shall be performed within the period of 5 days after the day on which the duty arises; and the notification shall be in writing to the PLC.
(2) The notification shall specify the share capital to which it relates, and shall also—
(a) state the number of shares comprised in that share capital in which the person making the notification knows he or she was interested immediately after the time when the duty arose, or
(b) in a case where the person no longer has a notifiable interest in shares comprised in that share capital, state that he or she no longer has that interest.
(3) A notification with respect to a person’s interest in a PLC’s relevant share capital (other than one stating that he or she no longer has a notifiable interest in shares comprised in that share capital) shall include particulars of—
(a) the identity of each registered holder of shares to which the notification relates, and
(b) the number of those shares held by each such registered holder,
so far as known to the person making the notification at the date when the notification is made.
(4) A person who has an interest in shares comprised in a PLC’s relevant share capital, that interest being notifiable, is under a duty to notify the PLC in writing—
(a) of any particulars in relation to those shares which are specified in subsection (3), and
(b) of any change in those particulars,
of which, in either case, the person becomes aware at any time after any interest notification date and before the first occasion following that date on which the person comes under any further duty of disclosure with respect to his or her interest in shares comprised in that share capital.
(5) A duty arising under subsection (4) shall be performed within the period of 5 days after the day on which it arises.
(6) The reference in subsection (4) to an interest notification date, in relation to a person’s interest in shares comprised in a PLC’s relevant share capital, is to either of the following:
(a) the date of any notification made by the person with respect to his or her interest under this Chapter; or
(b) where the person has failed to make a notification, the date on which the period allowed for making it came to an end.
(7) A person who at any time has an interest in shares which is notifiable is to be regarded under subsection (4) as continuing to have a notifiable interest in them unless and until the person comes under a duty to make a notification stating that he or she no longer has such an interest in those shares.
Notification of family and corporate interests
1054. (1) For the purposes of sections 1047 to 1053 , a person is taken to be interested in any shares in which the person’s spouse or civil partner or any child of the person is interested.
(2) For the purposes of sections 1047 to 1053 and subsection (1), a person is taken to be interested in shares if a body corporate is interested in them and—
(a) that body or its directors are accustomed to act in accordance with his or her directions or instructions, or
(b) he or she is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.
(3) Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate and that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate (the “effective voting power”) then, for the purposes of subsection (2)(b), the effective voting power is taken as exercisable by that person.
(4) For the purposes of subsections (2) and (3) a person is entitled to exercise or control the exercise of voting power if—
(a) the person has a right (whether subject to conditions or not) the exercise of which would make him or her so entitled, or
(b) the person is under an obligation (whether or not so subject) the fulfilment of which would make him or her so entitled.
(5) A reference in this section to a child of a person shall be deemed to include a reference to a child of the person’s civil partner who is ordinarily resident with the person and the civil partner.
“Share acquisition agreement” — meaning
1055. (1) Subject to the following provisions of this section, “share acquisition agreement”, for the purposes of this Chapter, means an agreement between 2 or more persons which includes provision for the acquisition by any one or more of the parties to the agreement of interests in shares comprised in relevant share capital of a particular PLC (the “target company”) but only if the following 2 conditions are satisfied.
(2) Those conditions are—
(a) the agreement also includes provisions imposing obligations or restrictions on any one or more of the parties to the agreement with respect to their use, retention or disposal of interests in that company’s shares acquired in pursuance of the agreement (whether or not together with any other interests of theirs in that company’s shares to which the agreement relates); and
(b) any interest in the company’s shares is in fact acquired by any of the parties in pursuance of the agreement.
(3) In relation to such an agreement references in this section and in sections 1056 and 1057 to the target company are to the company which is the target company for that agreement in accordance with this section.
(4) The reference in subsection (2)(a) to the use of interests in shares in the target company is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into any agreement for the exercise, or for control of the exercise, of any of those rights by another person).
(5) Once any interest in shares in the target company has been acquired in pursuance of such an agreement as is mentioned in subsection (1), the agreement continues to be a share acquisition agreement for the purposes of this Chapter irrespective of—
(a) whether or not any further acquisitions of interests in the company’s shares take place in pursuance of the agreement; and
(b) any change in the persons who are for the time being parties to it; and
(c) any variation of the agreement, so long as the agreement continues to include provisions of any description mentioned in subsection (2)(a).
(6) References in subsection (5) to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
(7) In this section, and also in references elsewhere in this Chapter to a share acquisition agreement as defined by this section, “agreement” includes any agreement or arrangement; and references in this section to provisions of an agreement—
(a) accordingly include undertakings, expectations or understandings operative under any arrangement; and
(b) (without prejudice to the foregoing) also include any provisions, whether express or implied and whether absolute or not.
(8) Neither of the following is a share acquisition agreement for the purposes of this Chapter:
(a) an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it;
(b) an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.
Duties of disclosure arising in consequence of section 1055
1056. (1) In the case of a share acquisition agreement, each party to the agreement shall be taken (for purposes of the duty of disclosure) to be interested in all shares in the target company in which any other party to it is interested apart from the agreement (whether or not the interest of the other party in question was acquired, or includes any interest which was acquired, in pursuance of the agreement).
(2) For those purposes, and also for those of section 1057 , an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if the party is interested in those shares otherwise than by virtue of the application of section 1055 and this section in relation to the agreement.
(3) Accordingly, any such interest of the person (apart from the agreement) includes for those purposes any interest treated as his or hers under section 1054 or by the application of section 1055 and this section in relation to any other agreement with respect to shares in the target company to which he or she is a party.
(4) A notification with respect to his or her interest in shares in the target company made to that company under this Chapter by a person who is for the time being a party to a share acquisition agreement shall—
(a) state that the person making the notification is a party to such an agreement;
(b) include the names and (so far as known to the person) the addresses of the other parties to the agreement, identifying them as such; and
(c) state whether or not any of the shares to which the notification relates are shares in which the person is interested by virtue of section 1055 and this section and, if so, the number of those shares.
(5) Where a person makes a notification to a PLC under this Chapter in consequence of ceasing to be interested in any shares of that PLC by virtue of the fact that he or she or any other person has ceased to be a party to a share acquisition agreement, the notification shall include a statement that he or she or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him or her) the address of that other.
Duty of persons acting together to keep each other informed
1057. (1) A person who is a party to a share acquisition agreement shall be subject to the requirements of this section at any time when—
(a) the target company is a PLC, and the person knows it to be so; and
(b) the shares in that company to which the agreement relates consist of or include shares comprised in relevant share capital of the company, and the person knows that to be the case; and
(c) the person knows the facts which make the agreement a share acquisition agreement.
(2) Such a person shall be under a duty to notify every other party to the agreement, in writing, of the relevant particulars of his or her interest (if any) apart from the agreement in shares comprised in relevant share capital of the target company—
(a) on the person’s first becoming subject to the requirements of this section; and
(b) on each occurrence after that time while the person is still subject to those requirements of any event or circumstances within section 1048 or 1050 (as it applies to the person’s case otherwise than by reference to interests treated as his or hers under section 1056 as applying to that agreement).
(3) The relevant particulars to be notified under subsection (2) are—
(a) the number of shares (if any) comprised in the target company’s relevant share capital in which the person giving the notice would be required to state his or her interest if he or she were under the duty of disclosure with respect to that interest (apart from the agreement) immediately after the time when the obligation to give notice under subsection (2) arose; and
(b) the relevant particulars with respect to the registered ownership of those shares, so far as known to the person at the date of the notice.
(4) A person who is for the time being subject to the requirements of this section shall be under a duty to notify every other party to the agreement, in writing—
(a) of any relevant particulars with respect to the registered ownership of any shares comprised in relevant share capital of the target company in which he or she is interested apart from the agreement, and
(b) of any change in those particulars,
of which, in either case, the person becomes aware at any time after any interest notification date and before the first occasion following that date on which the person becomes subject to any further duty to give notice under subsection (2) with respect to his or her interest in shares comprised in that share capital.
(5) The reference in subsection (4) to an interest notification date, in relation to a person’s interest in shares comprised in the target company’s relevant share capital, is to either of the following:
(a) the date of any notice given by the person with respect to his or her interest under subsection (2); and
(b) where the person has failed to give that notice, the date on which the period allowed by this section for giving the notice came to an end.
(6) A person who is a party to a share acquisition agreement shall be under a duty to notify each other party to the agreement, in writing, of his or her current address—
(a) on the person’s first becoming subject to the requirements of this section, and
(b) on any change in his or her address occurring after that time and while he or she is still subject to those requirements.
(7) A reference in this section to the relevant particulars with respect to the registered ownership of shares is a reference to such particulars in relation to those shares as are mentioned in section 1053 (3)(a) or (b).
(8) A person’s duty to give any notice required by this section to any other person shall be performed within the period of 5 days after the day on which that duty arose.
Interest in shares by attribution
1058. (1) Where section 1048 refers to a person acquiring an interest in shares or ceasing to be interested in shares, that reference in certain cases includes the person’s becoming or ceasing to be interested in those shares by virtue of another person’s interest.
(2) This section applies where the person (the “first-mentioned person”) becomes or ceases to be interested by virtue of section 1054 or (as the case may be) section 1056 whether—
(a) by virtue of the fact that the person who is interested in the shares becomes or ceases to be a person whose interests (if any) fall by virtue of either section to be treated as the first-mentioned person’s; or
(b) in consequence of the fact that such a person has become or ceased to be interested in the shares; or
(c) in consequence of the fact that the first-mentioned person himself or herself becomes or ceases to be a party to a share acquisition agreement to which the person interested in the shares is for the time being a party; or
(d) in consequence of the fact that an agreement to which both the first-mentioned person and that person are parties becomes or ceases to be a share acquisition agreement.
(3) The person shall be treated under section 1048 as knowing he or she has acquired an interest in the shares or (as the case may be) that he or she has ceased to be interested in them, if and when the person knows both—
(a) the relevant facts with respect to the other person’s interest in the shares; and
(b) the relevant facts by virtue of which the person himself or herself has become or ceased to be interested in them in accordance with section 1054 or 1056 .
(4) The person shall be deemed to know the relevant facts referred to in subsection (3)(a) if the person knows (whether contemporaneously or not) either of the subsistence of the other person’s interest at any material time or of the fact that the other has become or ceased to be interested in the shares at any such time; and in this subsection “material time” means any time at which the other’s interests (if any) fall or fell to be treated as his or hers under section 1054 or 1056 .
(5) A person shall be regarded as knowing of the subsistence of another’s interest in shares or (as the case may be) that another has become or ceased to be interested in shares if the person has been notified under section 1057 of facts with respect to the other’s interest which indicate that he or she is or has become or ceased to be interested in the shares (whether on his or her own account or by virtue of a third party’s interest in them).
Interest in shares that are notifiable interests for purposes of Chapter
1059. (1) Sections 257 to 260 shall, with the adaptations and modifications in this section, apply for the purposes of determining whether a particular interest in shares is an interest that is notifiable under this Chapter and, for the purpose of those adaptations, the expression “reckonable interest” means such an interest that is so notifiable.
(2) The adaptations of sections 257 to 260 are—
(a) for each reference in them to disclosable interest there shall be substituted a reference to reckonable interest,
(b) references in them to debentures shall be disregarded.
(3) Section 260 shall have effect as if—
(a) the existing section were re-numbered as subsection (1) thereof,
(b) the following paragraphs were substituted for paragraph (h) of that subsection:
“(h) an exempt security interest;
(i) an interest of the President of the High Court subsisting by virtue of section 13 of the Succession Act 1965 ;
(j) an interest of the Accountant of the High Court in shares held by him or her in accordance with rules of court;
(k) such interests, or interests of such a class, as may be prescribed for purposes of this section.”;
and
(c) the following subsection were added:
“(2) An interest in shares is an exempt security interest for the purposes of subsection (1)(h) if—
(a) it is held by—
(i) a credit institution, or an insurance undertaking within the meaning of Part 6 ;
(ii) a trustee savings bank (within the meaning of the (Trustee Savings Banks Act 1989)) or a Post Office Savings Bank within the meaning of the Post Office Savings Bank Acts 1861 to 1958; or
(iii) a member of an authorised market operator carrying on business as a stockbroker;
and
(b) it is held by way of security only for the purposes of a transaction entered into by the body or other person concerned in the ordinary course of business of such body or other person.”.
Enforcement of notification obligation
1060. (1) Where a person authorises any other person (the “agent”) to acquire or dispose of, on his or her behalf, interests in shares comprised in relevant share capital of a PLC, the person shall secure that the agent notifies him or her immediately of acquisitions or disposals of interests in shares so comprised effected by the agent which will or may give rise to any duty on the person’s part to make a notification under this Chapter with respect to his or her interest in that share capital.
(2) An obligation to make any notification imposed on any person by this Chapter shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies the person and gives his or her address, and in a case where the person is a director or secretary of the PLC, is expressed to be given in fulfilment of that obligation.
(3) Subject to the subsequent provisions of this section, where a person fails to fulfil, within the period specified by this Chapter in that behalf, a duty to which he or she is, by virtue of section 1048 , 1050 or 1057 , subject, no right or interest of any kind whatsoever in respect of any shares in the PLC concerned, held by the person, shall be enforceable by the person, whether directly or indirectly, by action or legal proceeding.
(4) Where any right or interest is restricted under subsection (3)—
(a) any person in default as is mentioned in that subsection or any other person affected by such restriction may apply to the court for relief against a disability imposed by or arising out of that subsection;
(b) the court, on being satisfied that the default was accidental or due to inadvertence or some other sufficient cause or that on other grounds it is just and equitable to grant relief, may grant such relief either generally or as respects any particular right or interest, on such terms and conditions as it sees fit;
(c) where an applicant for relief under this subsection is a person referred to in subsection (3), the court may not grant such relief if it appears that the default has arisen as a result of any deliberate act or omission on the part of the applicant.
(5) Subsection (3) shall not apply to a duty relating to a person ceasing to be interested in shares in any PLC.
(6) A person who fails without reasonable excuse to comply with subsection (1) shall be guilty of a category 3 offence.
(7) A person who fails to fulfil, within the period specified by this Chapter in that behalf, a duty to which he or she is, by virtue of section 1048 , 1050 or 1057 , subject, shall be guilty of a category 3 offence.
(8) In any proceedings in respect of an offence under subsection (7) consisting of a failure by a person to fulfil, within the period specified by this Chapter in that behalf, a duty to which the person is, by virtue of section 1057 , subject, it shall be a defence to prove that it was not possible for the person to give the notice to the other person concerned required by that section within that period, and either—
(a) that it has not since become possible for him or her to give the notice so required; or
(b) that he or she gave that notice as soon after the end of that period as it became possible for him or her to do so.
Individual and group acquisitions register
1061. (1) A PLC shall keep a register (the “individual and group acquisitions register”) for the purposes of sections 1048 to 1053 .
(2) Whenever the PLC receives information from a person in consequence of the fulfilment of a duty to which he or she is, by virtue of any of those sections, subject, the PLC shall enter in the individual and group acquisitions register, against that person’s name, that information and the date of the entry.
(3) Without prejudice to subsection (2), where a PLC receives a notification under any of sections 1048 to 1053 which includes a statement that the person making the notification, or any other person, has ceased to be a party to a share acquisition agreement, the PLC shall record that information against the name of that person in every place where the person’s name appears in the individual and group acquisitions register as a party to that agreement (including any entry relating to that person made against another person’s name).
(4) An obligation imposed by subsection (2) or (3) on a PLC shall be fulfilled within the period of 3 days after the day on which it arises.
(5) The nature and extent of an interest recorded in the individual and group acquisitions register of a person in any shares shall, if he or she so requires, be recorded in that register.
(6) A PLC shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares.
(7) The individual and group acquisitions register shall be so made up that the entries in it against the several names inscribed in it appear in chronological order.
(8) Unless the forgoing register is in such form as to constitute in itself an index, the PLC shall keep an index of the names entered in it which shall, in respect of each name, contain a sufficient indication to enable the information inscribed against it to be readily found; and the PLC shall, within 10 days after the date on which a name is entered in the register, make any necessary alteration in the index.
(9) If the PLC ceases to be a PLC it shall continue to keep the individual and group acquisitions register and any associated index until the end of the period of 6 years beginning after the date on which it ceases to be a PLC.
(10) If default is made by a PLC (or, in the case of subsection (9) by the company that it has re-registered as) in complying with any of the provisions of this section, the PLC (or the other company, as the case may be) and any officer of it who is in default shall be guilty of a category 3 offence.
Company investigations concerning interests in shares
1062. (1) A PLC may, by notice in writing, require a person whom the PLC knows or has reasonable cause to believe to be, or at any time during the 3 years immediately preceding the date on which the notice is issued, to have been, interested in shares comprised in the PLC’s relevant share capital—
(a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and
(b) where he or she holds or has during that time held an interest in shares so comprised, to give such further information as may be required in accordance with subsection (2).
(2) A notice under this section may require the person to whom it is addressed—
(a) to give particulars of the person’s own past or present interest in shares comprised in relevant share capital of the PLC (held by him or her at any time during the 3 year period mentioned in subsection (1));
(b) where—
(i) the interest is a present interest and any other interest in the shares subsists; or
(ii) in any case, where another interest in the shares subsisted during that 3 year period at any time when the person’s own interest subsisted;
to give (so far as lies within his or her knowledge) such particulars with respect to that other interest as may be required by the notice;
(c) where the person’s interest is a past interest, to give (so far as lies within his or her knowledge) particulars of the identity of the person who held that interest immediately upon his or her ceasing to hold it.
(3) The particulars referred to in subsection (2)(a) and (b) include particulars of the identity of persons interested in the shares in question and of whether persons interested in the same shares are or were parties to a share acquisition agreement or to any agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.
(4) A notice under this section shall require any information given in response to the notice to be given in writing within such reasonable time as may be specified in the notice.
(5) Sections 257 to 259 (as adapted by section 1059 ) apply for the purpose of construing references in this section to persons interested in shares and to interests in shares respectively, as they apply for the purposes mentioned in section 1059 (but with the omission of any reference to section 260 ).
(6) This section applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in a PLC which would on issue be comprised in relevant share capital of that PLC as it applies in relation to a person who is or was interested in shares so comprised; and references in this section to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including, respectively, any such right and shares which would on issue be so comprised.
Registration of interest disclosed under section 1062
1063. (1) Whenever, in pursuance of a requirement imposed on a person under section 1062 , a PLC receives information to which this section applies relating to shares comprised in its relevant share capital, the PLC shall enter against the name of the registered holder of those shares, in a separate part of the register kept by it under section 1061 —
(a) the fact that the requirement was imposed and the date on which it was imposed, and
(b) any information to which this section applies received in pursuance of the requirement.
(2) This section applies to any information received in pursuance of a requirement imposed by section 1062 which relates to the present interests held by any persons in shares comprised in relevant share capital of the PLC in question.
(3) Subsections (4) to (10) of section 1061 apply in relation to any part of the register maintained in accordance with subsection (1) of this section, reading references to subsection (2) of that section to include subsection (1) of this section.
Company investigations on requisition by members
1064. (1) A PLC may be required to exercise its powers under section 1062 on the requisition of members of the PLC holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as carries at that date the right of voting at general meetings of the company.
(2) The requisition shall—
(a) state that the requisitionists are requiring the PLC to exercise its powers under section 1062 ;
(b) specify the manner in which they require those powers to be exercised; and
(c) give reasonable grounds for requiring the PLC to exercise those powers in the manner specified;
and shall be signed by the requisitionists and deposited at the PLC’s registered office.
(3) The requisition may consist of several documents in like form each signed by one or more requisitionists.
(4) On the deposit of a requisition complying with this section, the PLC shall exercise its powers under section 1062 in the manner specified in the requisition.
(5) If default is made in complying with subsection (4), the court may, on the application of the requisitionists, or any of them, and on being satisfied that it is reasonable to do so, require the PLC to exercise its powers under section 1062 in a manner specified in the order of the court.
Company reports on investigation
1065. (1) On the conclusion of an investigation carried out by a PLC in pursuance of a requisition under section 1064 , the PLC shall cause a report of the information received in pursuance of that investigation to be prepared.
(2) Where—
(a) a PLC undertakes an investigation in pursuance of a requisition under section 1064 , and
(b) the investigation is not concluded before the end of the period of 3 months falling after the date of the deposit of the requisition,
the PLC shall cause to be prepared, in respect of that period and each successive period of 3 months ending before the conclusion of the investigation, an interim report of the information received during that period in pursuance of the investigation.
(3) The PLC shall, within 3 days after the date of making any report prepared under this section available for inspection in accordance with Chapter 10 of Part 4 (as adapted by section 1069 ), notify the requisitionists that the report is so available.
(4) An investigation carried out by a company in pursuance of a requisition under section 1064 shall be regarded for the purposes of this section as concluded when—
(a) the PLC has made all such inquiries as are necessary or expedient for the purposes of the requisition; and
(b) in the case of each such inquiry—
(i) a response has been received by the PLC; or
(ii) the time allowed for a response has elapsed.
(5) If default is made by a PLC in complying with subsection (1), (2) or (3), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
Penalty for failure to provide information
1066. (1) Where notice is served by a PLC under section 1062 on a person who is or was interested in shares of the PLC and that person fails to give the PLC any information required by the notice within the time specified in it, the PLC may apply to the court for an order directing that the shares in question be subject to restrictions under section 768 .
(2) Such an order may be made by the court notwithstanding any power contained in the applicant PLC’s constitution enabling the company itself to impose similar restrictions on the shares in question.
(3) Subject to the following subsections, a person who fails to comply with a notice under section 1062 shall be guilty of a category 3 offence.
(4) A person shall not be guilty of an offence by virtue of failing to comply with a notice under section 1062 if he or she proves that the requirement to give the information was frivolous or vexatious.
(5) Where an order is made under this section directing that shares shall be subject to restrictions under section 768 , the PLC or any person aggrieved by the order may apply to the court for an order directing that the shares shall cease to be subject thereto.
(6) Sections 769 to 776 shall apply in relation to any shares subject to the restrictions imposed by section 768 by virtue of an order under this section but with the omission in sections 769 to 775 of any reference to the Director.
Removal of entries from register
1067. (1) A PLC may remove an entry against a person’s name from the register required to be kept by it under section 1061 (the “register”) if more than 6 years have elapsed after the date of the entry being made, and either—
(a) that entry recorded the fact that the person in question had ceased to have an interest notifiable under sections 1048 to 1053 in relevant share capital of the PLC, or
(b) it has been superseded by a later entry made under section 1061 against the same person’s name,
and, in a case falling within paragraph (a), the PLC may also remove that person’s name from the register.
(2) If a person, in pursuance of an obligation imposed on him or her by any of sections 1048 to 1053 , gives to a PLC the name and address of another person as being interested in shares in the PLC, the PLC shall, within 15 days after the date on which it was given that information, notify the other person that he or she has been so named and shall include in that notification—
(a) particulars of any entry relating to the person made, in consequence of its being given that information, by the PLC in the register; and
(b) a statement informing the person of his or her right to apply to have the entry removed in accordance with the following provisions of this section.
(3) A person who has been notified by a PLC in pursuance of subsection (2) that an entry relating to him or her has been made in the register, may apply in writing to the PLC for the removal of that entry from the register, and the PLC shall remove the entry if satisfied that the information in pursuance of which the entry was made was incorrect.
(4) If a person who is identified in the register as being a party to a share acquisition agreement (whether by an entry against the person’s own name or by an entry relating to him or her made against another person’s name as mentioned in subsection (2)(a)) ceases to be a party to that agreement, the person may apply in writing to the PLC for the inclusion of that information in the register.
(5) If the PLC is satisfied that the first-mentioned person in subsection (4) has ceased to be a party to the agreement concerned, it shall record that information (if not already recorded) in every place where that person’s name appears as a party to that agreement in the register.
(6) If an application under—
(a) subsection (3) is refused, or
(b) subsection (4) is refused otherwise than on the ground that the information has already been recorded,
the applicant may apply to the court for an order directing the PLC to remove the entry in question from the register or (as the case may be) to include the information in question in the register; and the court may, if it thinks fit, make such an order.
(7) Where a name is removed from the register pursuant to subsection (1) or (3) or an order under subsection (6), the PLC shall, within 14 days after the date of that removal, make any necessary alterations in any associated index.
(8) If default is made by a PLC in complying with subsection (2) or (7), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
Entries, when not to be removed
1068. (1) Entries in the register kept by a PLC under section 1061 shall not be deleted except in accordance with section 1067 .
(2) If an entry is deleted from that register in contravention of subsection (1), the PLC shall restore that entry to the register as soon as is reasonable and practicable.
(3) If default is made by a PLC in complying with subsection (1) or (2), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
Where register to be kept, inspection of register, inspection of reports, etc.
1069. (1) Chapter 10 of Part 4 , as adapted by this section, shall apply in relation to—
(a) the register under section 1061 ; and
(b) any report referred to in section 1065 .
(2) For the purposes of this section, Chapter 10 of Part 4 is adapted as follows:
(a) in section 215 (a), there shall be added the following definitions:
“ ‘individual and group acquisitions register’ means the register kept by the company pursuant to section 1061 (1);
‘share interest investigation report’ means any report referred to in section 1065 caused to be prepared by the company;”;
(b) section 216 (1) shall have effect as if, in addition to the registers and documents specified in that provision as being registers and documents to which section 216 applies, that provision specified the individual and group acquisitions register and the share interest investigation report as being, respectively, a register and a document to which that section applies; and
(c) each of subsections (9), (11) and (12) of section 216 shall have effect as if, in addition to the registers or documents specified in the particular subsection, there were specified in the particular subsection the individual and group acquisitions register and the share interest investigation report.
(3) The register under section 1061 shall also be and remain open and accessible to any person attending the PLC’s annual general meeting at least one quarter hour before the appointed time for the commencement of the meeting and during the continuance of the meeting.
(4) A report referred to in section 1065 (1) shall be made available for inspection in accordance with Chapter 10 of Part 4 (as so adapted) within a reasonable period (not more than 15 days) after the date of conclusion of the investigation concerned.
(5) Each report referred to in section 1065 (2) shall be made available for inspection in accordance with Chapter 10 of Part 4 (as so adapted) within a reasonable period (not more than 15 days) after the end of the period to which it relates.
(6) Such a report (that is a report whether referred to in section 1065 (1) or (2)) shall continue to be so made available for inspection for a period that expires 6 years beginning on the day after the first day that it is made available for inspection in accordance with the foregoing provisions.
(7) Section 127 (1) (access to documents during business hours) shall apply for the purposes of Chapter 10 of Part 4 , as that Chapter is adapted for the purposes of this section, as it applies in relation to the relevant provisions of Part 4 .
Duty of PLC to notify authorised market operator
1070. (1) In this section “relevant PLC” means a PLC dealing facilities in respect of the shares or debentures of which are provided by an authorised market operator.
(2) If—
(a) a relevant PLC is notified of any matter by a director or secretary in consequence of the fulfilment of a duty imposed on him or her by Chapter 5 of Part 5 , and
(b) the matter relates to shares or debentures for which the dealing facilities referred to in subsection (1) are provided,
the PLC shall be under an obligation to notify the market operator referred to in that subsection of the matter.
(3) That market operator may publish, in such manner as it may determine, any information received by it under subsection (2).
(4) An obligation imposed by subsection (2) shall be fulfilled before the end of the day after that on which it arises.
(5) If default is made in complying with this section, the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.