HANSARD 1803–2005 → 1980s → 1981 → October 1981 → 27 October 1981 → Lords Sitting
COMMONS AMENDMENT
HL Deb 27 October 1981 vol 424 cc1012-4 1012
§ 122 After Clause 56, insert the following new clause:
§ ("Obligation of persons acting together to keep each other informed of relevant facts.
§ .—(1) A person who is a party to an agreement to which section (Notification of group interests of persons acting together) of this Act applies shall be subject to the requirements of this section at any time when—
(a) the target company is a public company; and
(b) the shares in that company to which the agreement
relates consist of or include shares comprised in relevant share capital of that company; and
(c) he knows the facts which make the agreement one to which section (Notification of group interests of persons acting together) applies and the facts with respect to the company and the shares mentioned in paragraphs (a) and (b) above respectively
§ (2) Any such person shall be under an obligation to notify each other party to the agreement, in writing, of the relevant particulars of his interest (if any) apart from the agreement in shares comprised in relevant share capital of the target company—
(a) on his first becoming subject to the requirements of this section; and
(b) on each occurrence after that time while he is still subject to those requirements of any event or circumstances within subsection (1) of section (Obligation to notify known interests in voting shares in a public company) of this Act as it applies to his case otherwise than by reference to interests treated as his under section (Notification of group interests of persons acting together) of this Act as it applies to that agreement
§ (3) For the purposes of subsection (2) above, the relevant particulars of a person's interest apart from the agreement in question in shares comprised in relevant share capital of the target company are, in relation to any notice required under that subsection—
(a) the number of shares (if any) comprised in that share capital in which he would be required to state his interest if he were required 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 those shares apart from the agreement immediately after the time when his obligation to give that notice under subsection (2) above arose; and
(b) the relevant particulars with respect to the registered ownership of those shares, so far as known to him at the date of the notice
§ (4) A person who is for the time being subject to the requirements of this section shall also be under an obligation to notify each other party to the agreement, in writing—
(a) of any relevant particulars with respect to the registered ownership of any shares comprised in relevant share capital of the target company in which he is interested apart from the agreement; and
(b) of any change in those 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 give any notice under subsection (2) above with respect to his interest in shares comprised in that share capital.
§ (5) The reference in subsection (4) above to an interest notification date, in relation to any person's interest in shares comprised in relevant share capital of the target company, is a reference to either of the following, that is to say—
(a) the date of any notice given by him with respect to his interest under subsection (2) above; and.
(b) where he has failed to give any such notice, the date on which the period allowed by this section for giving that notice came to an end.
§ (6) A person who is a party to an agreement to which section (Notification of group interests of persons acting together) of this Act applies shall be under an obligation to notify each other party to the agreement, in writing, of his current address—
(b) on any change in his address occurring after that time and while he is still subject to those requirements.
§ (7) References in this section to the relevant particulars with respect to the registered ownership of any shares are references to such particulars in relation to those shares as are mentioned in section (Obligation to notify 1014 particulars of registered ownership of voting shares in a public company) (1)(a) or (b) of this Act.
§ (8) A person's obligation to give any notice required by this section to any other person must be performed within the period of five days next following the day on which that obligation arises.").
§ Lord Trefgarne
My Lords, this amendment imposes a criminal obligation on persons acting together as defined in the previous new clause to keep one another informed of all the relevant facts. Because the notification obligation depends upon each of the parties knowing of the interests of the others this is an essential supplementary provision. I beg to move that this House doth agree with the Commons in their Amendment No. 122.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Lord Trefgarne.)
§ On Question, Motion agreed to.
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