§ 121 After Clause 56, insert the following new clause:
§ "Notification of group interests of persons acting together.
§ .—'(1) Subject to the following provisions of this section, an agreement between two or more persons which includes provision for the acquisition by any one or more of the parties to the agreement of interests in shares in a particular company ("the target company") is an agreement to which this section applies if—
- (a) it also includes provisions imposing obligations or restrictions on any one or more of the parties to the agreement with respect to their use, retention or disposal of interests in that company's shares acquired in pursuance of the agreement (whether or not together with any other interests of theirs in that company's shares to which the agreement relates); and
- (b) any interest in that company's shares is in fact acquired by any of the parties in pursuance of the agreement;
§ (2) The reference in subsection (1)(a) above to the use by parties to the agreement of interests in shares in the target company is a reference 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 any other person).
§ (3) Once any interest in shares in the target company has been acquired in pursuance of any such agreement as is mentioned in subsection (1) above, this section shall continue to apply to the agreement irrespective of—
- (a) whether or not any further acquistiions of interests in that 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 the agreement; and
- (c) any variation of the agreement;
§ References in this subsection to the agreement include references to any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
§ (4) In this section (and in references elsewhere in this Part of this Act to an agreement to which this section applies) "agreement" includes any agreement or arrangement; and references in this section to provisions of an agreement—
- (a) accordingly include undertakings, expectations or understandings operative under any arrangement; and
- (b) (without prejudice to paragraph (a) above) also include any provisions, whether express or implied and whether absolute or not.
§ (5) This section shall not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it.
§ (6) For the purposes of sections (Obligation to notify known interests in voting shares in a public company) to (Obligation to notify particulars of registered ownership of voting shares in a public company) of this Act each party to an agreement to which this section applies shall be taken to be interested in all shares in the target company in 1012 which any other party to the agreement 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).
§ (7) For the purposes of subsection (6) above and section (Obligation of persons acting together to keep each other informed of relevant facts) of this Act an interest of any party to an agreement to which this section applies in shares in the target company is an interest apart from that agreement if he is interested in those shares otherwise than by virtue of the application of this section in relation to that agreement (and accordingly any such interest of his apart from that agreement includes for those purposes any interest treated as his by virtue of section (Notification of certain family and corporate interests) of this Act or by virtue of the application of this section in relation to any other agreement with respect to shares in the target company to which he is a party).
§ (8) Any notification with respect to his interest in shares in the target company made to that company under section (Obligation to notify known interests in voting shares of a public company) of this Act by a person who is for the time being a party to an agreement to which this section applies—
- (a) shall state that the person making the notification is a party to an agreement to which this section applies;
- (b) shall 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) shall state whether or not any of the shares to which the notification relates are shares in which he is interested by virtue of this section and, if so, the number of those shares.
§ (9) Where a person makes a notification to any company under section (Obligation to notify known interests in voting shares in a public company) of this Act in consequence or ceasing to be interested in any shares in that company by virtue of the fact that he or any other person has ceased to be a party to an agreement to which this section applies, the notification shall include a statement that he or that other person has ceased to be a party to the agreement (as the case may require) and also (in the latter case) the name and (if known to him) the address of that other person.
§ (10) This section shall not apply to any 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.
§ Lord Trefgarne
My Lords, I beg to move that this House doth agree with the Commons in their Amendment No. 121. This amendment defines certain agreements to acquire interests in shares, the so-called "concert parties", and provides that parties to them are to be regarded as having all the interests in shares held by the other parties as well as their own. It also makes special provision as to the notification to companies of interests attributed by operation of the clause. I beg to move.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Lord Trefgarne.)
§ On Question, Motion agreed to.