HL Deb 27 October 1981 vol 424 cc1053-5

210 Schedule 3, page 123, line 14, at end insert—

("17A. In section 455 after the definition of "share warrant" there shall be inserted the following definition— "statutory maximum" has the meaning given by section 87(1) of the Companies Act 1980;"").

211 Schedule 3, page 124, line 13, at end insert— ("25A. In sections 25, 27 and 29 of the 1967 Act (restrictions on directors' dealing in options in securities of own companies and registration of their interests in such securities) any reference (however expressed) to any price paid, given or received in respect of any interest in shares or debentures shall be construed as including a reference to any consideration other than money given or received in respect of any such interest.

25B.—(1) In section 28 of the 1967 Act (meaning of "interests in shares and debentures" for purposes of section 27 of that Act) the following subsections shall be substituted for subsections (1) to (4)— (1) The provisions of this section shall apply in determining for the purposes of section 27 of this Act whether a person has an interest in shares or debentures.

(2) Any reference to an interest in shares or debentures shall be read as including a reference to any interest of any kind whatsoever in shares or debentures; and accordingly there shall be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.

(3) Where any property is held on trust and any interest in shares or debentures is comprised in that property, any beneficiary of that trust who, apart from this subsection, does not have an interest in the shares or debentures shall be taken to have such an interest (but this subsection is without prejudice to the following provisions of this section).

(4) A person shall be taken to have an interest in shares or debentures if—

  1. (a) he enters into a contract for their purchase by him (whether for cash or other consideration); or
  2. (b) not being the registered holder, he is entitled to exercise any right conferred by the holding of those shares or debentures or is entitled to control the exercise of any such right.

(4A) A person shall be taken to be interested in shares or debentures if a body corporate is interested in them and—

  1. (a) that body corporate or its directors are accustomed to act in accordance with his directions or instructions; or
  2. (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.

(4B) 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 "relevant voting power"), then, for the purposes of subsection (4A)(b) above, the relevant voting power shall be taken to be exercisable by that person.

(4C) A person shall be taken to have an interest in shares or debentures if, otherwise than by virtue of having an interest under a trust—

  1. (a) he has a right to call for delivery of the shares or debentures to himself or to his order; or
  2. (b) he has a right to acquire an interest in shares or debentures or is under an obligation to take an interest in shares or debentures;
whether in any case the right or obligation is conditional or absolute.

(4D) For the purposes of subsection (4)(b) above, a person shall be taken to be entitled to exercise or control the exercise of any right conferred by the holding of shares or debentures if he has a right (whether subject to conditions or not) the exercise of which would make him so entitled or is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.

(4E) A person shall not by virtue of subsection (4)(b) above be taken to be interested in any shares or debentures by reason only that he has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting or has been appointed by a corporation to act as its representative at any meeting of a company or of any class of its members.

(4F) Without prejudice to subsection (2) above, rights or obligations to subscribe for any shares or debentures shall not be taken for the purposes of subsection (4C) above to be rights to acquire, or obligations to take, any interest in shares or debentures."

(2) Subsection (3) of section 27 of the 1967 Act (periods during which any obligation imposed by that section must be fulfilled) shall not apply in relation to any obligation imposed on a director of a company by subsection (1)(a) of that section to notify the company of any interest of his in shares or debentures if that obligation arose on the appointed day by virtue only of the coming into force of sub-paragraph (1) above; but the director must fulfil any such obligation—

  1. (a) if he knows of the existence of that interest on the appointed day, within the period of ten days next following that day;
  2. (b) in any other case, within the period of five days next following the day on which the existence of that interest conies to his knowledge;
(disregarding in reckoning that period any day that is a Saturday or Sunday or a bank holiday in any part of Great Britain).").

212 Schedule 3, page 123, line 26, at end insert ("(whether as it has effect in relation to an investigation under any of sections 164 to 166 of the principal Act").

213 Schedule 3, page 123, leave out lines 33 to 35.

214 Schedule 3, page 125, line 1, at end insert— ("32A. In section 29(1) of the 1976 Act (register of disqualification orders)—

  1. (a) for the words from "that a person" to "in the order" there shall be substituted the words "under section 188 of the Act of 1948 or section 9 of the Insolvency Act 1976;"; and
  2. (b) the words from "This subsection" to the end shall cease to have effect.").

Lord Lyell

My Lords, with your Lordships' leave, I wish to move Amendments Nos. 210 to 214 inclusive. These are all consequential amendments and have been spoken to at an earlier stage. I beg to move.

Moved, That this House doth agree with the Commons in the said amendments.—(Lord Lyell.)

On Question, Motion agreed to.