Office of Public Sector Information
PART 22 continued
(1) Entries in the register kept under section 808 (register of interests disclosed) must not be deleted except in accordance with—
section 816 (old entries), or
section 817 (incorrect entry relating to third party).
(2) If an entry is deleted in contravention of subsection (1), the company must restore it as soon as reasonably practicable.
(3) If default is made in complying with subsection (1) or (2), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention of subsection (2), a daily default fine not exceeding one-tenth of level 3 on the standard scale.
A company may remove an entry from the register kept under section 808 (register of interests disclosed) if more than six years have elapsed since the entry was made.
(1) This section applies where in pursuance of an obligation imposed by a notice under section 793 (notice requiring information about interests in company’s shares) a person gives to a company the name and address of another person as being interested in shares in the company.
(2) That other person may apply to the company for the removal of the entry from the register.
(3) If the company is satisfied that the information in pursuance of which the entry was made is incorrect, it shall remove the entry.
(4) If an application under subsection (3) is refused, the applicant may apply to the court for an order directing the company to remove the entry in question from the register.
The court may make such an order if it thinks fit.
(1) If a person who is identified in the register kept by a company under section 808 (register of interests disclosed) as being a party to an agreement to which section 824 applies (certain share acquisition agreements) ceases to be a party to the agreement, he may apply to the company for the inclusion of that information in the register.
(2) If the company is satisfied that he has ceased to be a party to the agreement, it shall record that information (if not already recorded) in every place where his name appears in the register as a party to the agreement.
(3) If an application under this section 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 company to include the information in question in the register.
The court may make such an order if it thinks fit.
(1) If a company ceases to be a public company, it must continue to keep any register kept under section 808 (register of interests disclosed), and any associated index, until the end of the period of six years after it ceased to be such a company.
(2) If default is made in complying with this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) This section applies to determine for the purposes of this Part whether a person has an interest in shares.
(2) In this Part—
(a) a reference to an interest in shares includes an interest of any kind whatsoever in the shares, and
(b) any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.
(3) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is treated as having an interest in the shares.
(4) A person is treated as having an interest in shares if—
(a) he enters into a contract to acquire them, or
(b) not being the registered holder, he is entitled—
(i) to exercise any right conferred by the holding of the shares, or
(ii) to control the exercise of any such right.
(5) For the purposes of subsection (4)(b) a person is entitled to exercise or control the exercise of a right conferred by the holding of shares if he—
(a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or
(b) is under an obligation (whether subject to conditions or not) the fulfilment of which would make him so entitled.
(6) A person is treated as having an interest in shares if—
(a) he has a right to call for delivery of the shares to himself or to his order, or
(b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares.
This applies whether the right or obligation is conditional or absolute.
(7) Persons having a joint interest are treated as each having that interest.
(8) It is immaterial that shares in which a person has an interest are unidentifiable.
(1) Section 793 (notice by company requiring information about interests in its shares) 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 the company as it applies in relation to a person who is or was interested in shares in that company.
(2) References in that section to an interest in shares shall be read accordingly.
(1) For the purposes of this Part a person is taken to be interested in shares in which—
(a) his spouse or civil partner, or
(b) any infant child or step-child of his,
is interested.
(2) In relation to Scotland “infant” means a person under the age of 18 years.
(1) For the purposes of this Part a person is taken to be interested in shares if a body corporate is interested in them and—
(a) the body or its directors are accustomed to act in accordance with his directions or instructions, or
(b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the body.
(2) For the purposes of this section a person is treated as entitled to exercise or control the exercise of voting power if—
(a) another body corporate is entitled to exercise or control the exercise of that voting power, and
(b) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.
(3) For the purposes of this section a person is treated as entitled to exercise or control the exercise of voting power if—
(a) he has a right (whether or not subject to conditions) the exercise of which would make him so entitled, or
(b) he is under an obligation (whether or not subject to conditions) the fulfilment of which would make him so entitled.
(1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in shares of a particular public company (the “target company” for that agreement).
(2) This section applies to such an agreement if—
(a) the agreement includes provision imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of their interests in the shares of the target company acquired in pursuance of the agreement (whether or not together with any other interests of theirs in the company’s shares to which the agreement relates), and
(b) an interest in the target company’s shares is in fact acquired by any of the parties in pursuance of the agreement.
(3) The reference in subsection (2) 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 an agreement for the exercise, or for control of the exercise, of any of those rights by another person).
(4) Once an interest in shares in the target company has been acquired in pursuance of the agreement, this section continues to apply to the agreement so long as the agreement continues to include provisions of any description mentioned in subsection (2).
This applies irrespective of—
(a) whether or not any further acquisitions of interests in the company’s shares take place in pursuance of the agreement;
(b) any change in the persons who are for the time being parties to it;
(c) any variation of the agreement.
References in this subsection to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
(5) In this section—
(a) “agreement” includes any agreement or arrangement, and
(b) references to provisions of an agreement include—
(i) undertakings, expectations or understandings operative under an arrangement, and
(ii) any provision whether express or implied and whether absolute or not.
References elsewhere in this Part to an agreement to which this section applies have a corresponding meaning.
(6) This section does not apply—
(a) to an agreement that is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; or
(b) to an agreement to underwrite or sub-underwrite an offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.
(1) For the purposes of this Part each party to an agreement to which section 824 applies is treated as interested in all shares in the target company in which any other party to the agreement is interested apart from the agreement (whether or not the interest of the other party was acquired, or includes any interest that was acquired, in pursuance of the agreement).
(2) For those purposes an interest of a party to such an agreement in shares in the target company is an interest apart from the agreement if he is interested in those shares otherwise than by virtue of the application of section 824 (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 under section 822 or 823 (family or corporate interests) or by the application of section 824 (and this section) in relation to any other agreement with respect to shares in the target company to which he is a party.
(4) A notification with respect to his interest in shares in the target company made to the company under this Part by a person who is for the time being a party to an agreement to which section 824 applies must—
(a) state that the person making the notification is a party to such an agreement,
(b) include the names and (so far as known to him) the addresses of the other parties to the agreement, identifying them as such, and
(c) state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of section 824 (and this section) and, if so, the number of those shares.
(1) Information in respect of which a company is for the time being entitled to any exemption conferred by regulations under section 409(3) (information about related undertakings to be given in notes to accounts: exemption where disclosure harmful to company’s business)—
(a) must not be included in a report under section 805 (report to members on outcome of investigation), and
(b) must not be made available under section 811 (right to inspect and request copy of entries).
(2) Where any such information is omitted from a report under section 805, that fact must be stated in the report.
Where the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not a working day shall be disregarded in reckoning that period.
(1) The Secretary of State may by regulations amend—
(a) the definition of shares to which this Part applies (section 792),
(b) the provisions as to notice by a company requiring information about interests in its shares (section 793), and
(c) the provisions as to what is taken to be an interest in shares (sections 820 and 821).
(2) The regulations may amend, repeal or replace those provisions and make such other consequential amendments or repeals of provisions of this Part as appear to the Secretary of State to be appropriate.
(3) Regulations under this section are subject to affirmative resolution procedure.
Companies Act 2006