§ Supplemental
§ 134 After Clause 56, insert the following new clause:
§ ("Offences by bodies corporate.
§ .—(1) Where a body corporate is guilty of an offence under section (Supplementary provisions) or (Penalties for failure to provide information under section (Power of company to require information with respect to interests in its voting shares)) (5) of this Act and it is proved that the offence occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other officer of the body, or any person who was purporting to act in any such capacity he, as well as the body corporate, shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.
§ (2) Where the affairs of a body corporate are managed by its members, subsection (1) above shall apply in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.").
§ 135 Insert the following new clause:
§ "Interpretation.—
§
(1) In this Part of this Act—
associated index", in relation to any register, means the index kept in relation to that register in pursuance of section (Register of interests in shares) (6) of this Act;
register of interests in shares" means the register kept in pursuance of section (Register of interests in shares) of this Act including, except where the context otherwise requires, that part of the register kept in pursuance of section (Registration of interests disclosed under section (Power of company to require information with respect to interests in its voting shares)) of this Act; and
relevant share capital" has the meaning given by section (Obligation to notify known interests in voting shares in a public company) (10) of this Act.
§ (2) It is hereby declared for the avoidance of doubt that where the relevant share capital of a public company is divided into different classes of shares, references in this Part of this Act 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 those classes taken separately.
§ (3) Where the period allowed by any provision of this Part of this Act for fulfilling any obligation is expressed as a number of days, any day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded in reckoning that period.").
§ 136 Insert the following new clause:
§ ("Repeals, transitional provisions and saving
§ .—(1) Sections 33 and 34 of the 1967 Act and sections 26 and 27 of the 1976 Act, which are superseded by the preceding provisions of this Part of this Act, shall cease to have effect.
§ (2) Subject to subsection (3) below, where on the appointed day a person has an interest subject to the 1028 notification requirement under section (Obligation to notify known interests in voting shares in a public company) of this Act in relevant share capital of a public company he shall be under an obligation to make to the company the notification with respect to his interest required by subsection (5) of that section.
§ (3) A person shall not be required to make any such notification by virtue of subsection (2) above in any case where—
- (a) he has made a notification to the company under section 33 of the 1967 Act with respect to any interest of his in shares comprised in the share capital in question; and
- (b) the percentage level of the interest notified (or last notified) by him under that section is the same as the percentage level of his interest on the appointed day determined in accordance with section (Obligation to notify known interests in voting shares in a public company) of this Act.
§ (4) In subsection (3)(b) above "percentage level" means in relation to any interest in share capital notified by a person under section 33 of the 1967 Act, the percentage figure found by expressing the aggregate nominal value of all the shares so notified as a percentage of the nominal value of that share capital as known to the person in question on the appointed day and rounding that figure down, if it is not a whole number, to the next whole number.
§ (5) Section (Obligation to notify known interests in voting shares in a public company) (6) shall not apply in any case where a person is required to make a notification under that section by virtue of subsection (2) above, but a person's obligation to make any such notification must he performed within the period of ten days next following the appointed day.
§ (6) Section (Notification of group interests of persons acting together) of this Act shall apply in relation to an agreement notwithstanding that it was made before the appointed day or that any such acquisition of shares as is mentioned in subsection (1)(b) of that section took place before the appointed day.
§ (7) Section (Application of section (Obligation to notify known interests in voting shares in a public company) in cases within section (Notification of certain family and corporate interests) or (Notification of group interests of persons acting together)) of this Act applies where a person becomes or ceases to be interested in any shares by virtue of section (Notification of certain family and corporate interests) or (Notification of group interests of persons acting together) of this Act on the coming into operation of either of the two last-mentioned sections as it applies in the other cases mentioned in subsection (2) of that section; and references in that section to a person's becoming interested in any shares by virtue of section (Notification of certain family and corporate interests) shall be read as including any case within this subsection notwithstanding that the person in question was interested in the shares immediately before the appointed day by virtue of section 28(3) of the 1967 Act.
§ (8) Any register kept by a company immediately before the appointed day under section 34 of the 1967 Act, and any part of any such register so kept for the purposes of section 27 of the 1976 Act, shall continue to be kept by the company under and for the purposes of sections (Register of interests in shares) and (Registration of interests disclosed under section (Power of company to require information with respect to interests in its voting shares)) of this Act respectively.
§ (9) Notwithstanding the repeal by this Act of section 27 of the 1976 Act, subsections (1) to (4) and (7) to (10) of that section shall continue to apply in relation to any notice given to any person under that section before the appointed day (and further notices may accordingly be given under that section on or after that day by virtue of information received in pursuance of any notice given before that day or any further notice given by virtue of this subsection); and references in section (Registration of interests disclosed under section (Power of company to require information with respect to intererests in its voting shares)) of this Act to a requirement imposed 1029 under section (Power of company to require information with respect to interests in its voting shares) of this Act shall be read as including references to a requirement imposed under section 27.").
§ 9.40 p.m.
§ Lord TrefgarneMy Lords, with the leave of the House, I beg to move that this House doth agree with the Commons in their Amendments Nos. 134 to 136, and I would speak also to Amendments Nos. 233A and 242. These provides that where a body corporate commits an offence under the new clauses on disclosure of interest any officer of the company or person acting as an officer who consented or connived in the offence or whose negligence was attributed also commits an offence.
§ Moved, That this House doth agree with the Commons in the said amendments.—(Lord Trefgarne.)
§ On Question, Motion agreed to.