HL Deb 27 October 1981 vol 424 cc1007-10

Disclosure of interests in voting shares in public companies

.—(1) Where a person either—

  1. (a) to his knowledge acquires any interest in shares comprised in relevant share capital of a public company or ceases to be interested in any shares so comprised (whether or not he retains any interest in other shares so comprised); or
  2. (b) becomes aware that he has acquired any interest in shares so comprised or that he has ceased to be interested in any shares so comprised in which he was previously interested;
he shall be under an obligation to make to the company the notication with respect to his interest in shares so comprised required by subsection (5) below in any case within subsection (2) below.

(2) That obligation arises where either—

  1. (a) he has an interest subject to the notification requirement under this section in shares comprised in the share capital in question immediately after the relevant time but did not have such an interest immediately before that time; or
  2. (b) he had an interest subject to the notification requirement under this section in shares comprised in that share capital immediately before the relevant time but does not have such an interest immediately after that time; or
  3. (c) he has an interest subject to the notification requirement under this section in shares comprised in that share capital both immediately before and immediately after the relevant time but the percentage levels of his interest immediately before and immediately after that time are not the same.

(3) A person has an interest subject to the notification requirement under this section in relevant share capital of a public company at any time when he is interested in shares comprised in relevant share capital of any such company of an aggregate nominal value equal to or more than the percentage of the nominal value of that share capital which is for the time being the notifiable percentage under this section; but all facts relevant to determining for the purposes of this section whether a person has such an interest at any time (or the percentage level of his interest) shall be taken to be what he knows them to be at that time.

(4) Where otherwise than in circumstances within subsection (1) above a person—

  1. (a) is aware at the time when it occurs of any change of circumstances affecting any fact relevant to the application of the notification requirement under this section in relation to any existing interest of his in shares comprised in a company's share capital of any description; or
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  2. (b) otherwise becomes aware of any such fact (whether or not arising from any such change in circumstances);
he shall be under an obligation to make to the company the notification with respect of his interest required by subsection (5) below in any case within subsection (2)(a) above.

(5) A notification required by this subsection with respect to a person's interest (if any) in shares comprised in relevant share capital of a public company must be in writing and must specify the share capital to which it relates; and any such notification must also either—

  1. (a) state the number of shares comprised in that share capital in which the person making the notification knows he was interested immediately after the time when the obligation to make the notification arose; or
  2. (b) in any case where the person making the notification no longer has an interest subject to the notification requirement under this section in shares comprised in that share capital, state that he no longer has such an interest.

(6) A person's obligation to make any such notification must be performed within the period of five days next following the day on which that obligation arises.

(7) Subject to the qualification mentioned below, in subsection (2)(c) above "percentage level" means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the share capital there mentioned in which the person in question is interested immediately before or (as the case may be) immediately after the relevant time as a percentage of the nominal value of that share capital and rounding that figure down, if it is not a whole number, to the next whole number.

Where the nominal value of that share capital is greater immediately after the relevant time than it was immediately before that time the percentage level of his interest immediately before (as well as immediately after) that time shall be determined by reference to the larger amount.

(8) The reference in subsection (3) above to the percentage which is for the time being the notifiable percentage under this section is a reference to five per cent. or such other percentage as may from time to time be prescribed for the purposes of this section by regulations under section (The prescribed percentage) of this Act.

(9) References in subsections (2) and (7) above, as they apply in relation to any person's interest, to the relevant time are references to the time of the event or change of circumstances relevant for the purposes of subsection (1)(a) or (4)(a) above or the time when he acquired the knowledge relevant for the purposes of subsection (1)(b) or (4)(b) above (as the case may require).

(10) For the purposes of this Part of this Act "relevant share capital", in relation to any public company, means issued share capital of that company of a class carrying rights to vote in all circumstances at general meetings of the company; and it is hereby declared for the avoidance of doubt that the temporary suspension of voting rights in respect of shares comprised in issued share capital of a public company of any such class does not affect the application of this Part of this Act in relation to interests in those or any other shares comprised in that class.".

118 After Clause 56, insert the following new clause:

("The prescribed percentage.

.—(1) The Secretary of State may by regulations made by statutory instrument from time to time prescribe the percentage to apply in determining whether a person's interest in any shares in a company is subject to the notification requirement under section (Obligation to notify known interests in voting shares in a public company) of this Act, and different percentages may be so prescribed in relation to companies of different classes or descriptions.

(2) Where in consequence of any reduction in the percentage applicable for the purposes of that section made by regulations under this section a person's interest in relevant share capital of any public company becomes an interest subject to the notification requirement under that section, 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) Subsection (6) of that section shall not apply in any such case, but a person's obligation to make any notification under that section by virtue of this section must be performed within the period of ten days next following the day on which that obligation arises.

(4) No regulations shall be made under this section unless a draft of the instrument containing the regulations has been laid before Parliament and has been approved by resolution of each House of Parliament.").

119 After Clause 56, insert the following new clause:

("Obligation to notify particulars of registered ownership of voting shares in a public company.)

.—(1) A notification under section (Obligation to notify known interests in voting shares in a public company) of this Act with respect to a person's interest in relevant share capital of a public company (other than one stating that he no longer has an interest subject to the notification requirement under that section in shares comprised in that share capital) shall include particulars of—

  1. (a) the identity of each registered holder of any shares to which the notification relates; and
  2. (b) the number of those shares held by each such registered holder;
so far as known to the person making the notification at the date of the notification.

(2) A person who has an interest in shares comprised in relevant share capital of a public company which is subject to the notification requirement under section (Obligation to notify known interests in voting shares in a public comapny) of this Act shall be under an obligation to notify the company in writing—

  1. (a) of any such particulars in relation to those shares as are mentioned in subscription (1) above; and
  2. (b) of any change in any such particulars;
of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he becomes subject to any further obligation to make any notification under that section with respect to his interest in shares comprised in that share capital.

(3) The reference in subsection (2) above to an interest notification date, in relation to any person's interest in shares comprised in relevant share capital of a public company, is a reference to either of the following, that is to say—

  1. (a) the date of any notification made by him with respect to his interest under section (Obligation to notify known interests in voting shares in a public company) of this Act; and
  2. (b) where he has failed to make any such notificatino, the date on which the period allowed under this Part of this Act for making that notification came to an end.

(4) A person who at any time has an interest in shares comprised in relevant share capital of a public company which is subject to the notification requirement under section (Obligation to notify known interests in voting shares in a public company) of this Act shall be regarded for the purposes of subsection (2) above as continuing to have an interest in those shares subject to that requirement unless and until he becomes subject to an obligation to make a notification under that section stating that he no longer has such an interest in those shares.

(5) A person's obligation to make a notification required by this section must be performed within the period of five days next following the day on which that obligation arises.

Lord Trefgarne

My Lords, I beg to move that this House doth agree with the Commons in their Amendments Nos. 117 to 119 en bloc.

These amendments insert the clause which replaces the main provisions of Section 33 of the 1967 Act, as amended by Section 26 of the 1976 Act and defines the basic obligation of any person with an interest in 5 per cent. or more of any class of voting shares in a public company to notify the company of that fact and of significant changes of his interest above that level.

Earl St. Aldwyn

My Lords, before the Question is put, may I raise a point of order?

The Deputy Speaker (Lord Drumalbyn)

May I first put the Question in the normal way? The Question is that Commons Amendments Nos. 117 to 119 be agreed to en bloc.

Earl St. Aldwyn

My Lords, it is, I always understood, customary in this House that when amendments are moved, en bloc, even Commons Amendments, the leave of the House is asked for. I have noticed a total absence of that custom during the passage of the Bill this evening. I do hope that we can revert to our normal custom.

The Deputy Speaker

My Lords, I am most grateful to the noble Earl. I shall try to adhere to that custom.

Lord Trefgarne

My Lords, I stand quite properly corrected by my noble friend. With the leave of the House, I beg to move Commons Amendments Nos. 117 to 119 en bloc.

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

On Question, Motion agreed to.