§ 126 After Clause 56, insert the following new clause:
§ ("Supplementary provisions.
§ .—(1) Where a person authorises any other person ("the agent") to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of a public company, he shall secure that the agent notifies him immediately of acquisitions or disposals of interests in shares so comprised effected by the agent which will or may give rise to any obligation on his part to make a notification under section (Obligation to notify known interests in voting shares in a public company) of this Act with respect to his interest in that share capital.
§ (2) An obligation to make any notification imposed on any person by any provision 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 shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address, and in a case where he is a director of the company, is expressed to be given in fulfilment of that obligation.1019
§ (3) A person who—
- (a) fails to fulfil, within the proper period, an obligation to make any notification required by any provision of section (Obligation to notify known interests in voting shares in a public company) of this Act; or
- (b) in purported fulfilment of any such obligation makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false; or
- (c) fails to fulfil, within the proper period, an obligation to give any other person any notice required by section (Obligation of persons acting together to keep each other informed of relevant facts) of this Act; or
- (d) fails without reasonable excuse to comply with subsection (1) above;
§ (4) A person who is guilty of an offence under this section shall be liable—
- (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both; and
- (b) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum, or both.
§ (5) It shall be a defence for a person charged with an offence under subsection (3)(c) above to prove that it was not possible for him to give the notice to that other person required by section (Obligation of persons acting together to keep each other informed of relevant facts) within the proper period, and either—
- (a) that it has not since become possible for him to give the notice so required; or
- (b) that he gave that notice as soon after the end of that period as it became possible for him to do so.
§ (6) Where a person is convicted of an offence under this section, other than an offence relating to his ceasing to be interested in shares in any company, the Secretary of State may direct that the shares in relation to which the offence was committed shall, until further order, be subject to the restrictions imposed by section 174 of the 1948 Act.
§ (7) Subsection (6) above shall apply in relation to shares in any company notwithstanding any power contained in the memorandum or articles of the company enabling it to impose similar restrictions on the shares in question itself.
§ (8) Subsections (3) to (7) of section 174 of the 1948 Act shall apply in relation to any shares subject to the restrictions imposed by that section by virtue of an order under this section as those subsections apply where the restrictions are imposed by virtue of an order under that section.
§ (9) Proceedings in respect of an offence under this section shall not, in England and Wales, be instituted except by or with the consent of, the Secretary of State or the Director of Public Prosecutions.").
§ Lord Trefgarne
My Lords, Amendment No. 126 provides a new clause which contains provisions supplemental to the new Clauses 117 to 125. It obliges a person who uses an agent to acquire or dispose of interests in shares to ensure that the agent notifies him immediately of certain acquisitions or disposals and it provides that a notification made under Amendments Nos. 117 and 119 must contain certain particulars as to the person giving the notification.
I beg to move that this House doth agree with the Commons in their amendment.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Lord Trefgarne.)
§ On Question, Motion agreed to.