Companies Act 2006 - Interest in Shares

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Section 814 Register of interests disclosed: offences in connection with request for or disclosure of information

1135. This section provides for criminal penalties for misleading, false or deceptive statements given when making a request under section 811. It also makes it a criminal offence for the person who receives information under section 811 to disclose it to another person, if he knows or has reason to suspect that it may be used for an improper purpose.

Section 815: Entries not to be removed from register

1136. This section re-enacts section 218 of the 1985 Act. It provides that entries can only be removed from the register in accordance with sections 816 and 817, and if wrongly deleted must be restored as soon as reasonably practicable. Subsections (3) and (4) provide for criminal penalties for any default in complying with this section.

Section 816: Removal of entries from register: old entries

1137. Section 217(1) of the 1985 Act provides that a company may remove an entry against a person’s name from the register of interests in shares if more than six years have elapsed since the date of the entry being made, and either:

• the entry recorded the fact that the person in question had ceased to have an interest notifiable under Part 6 in the company’s relevant share capital (in which case the person’s name may also be removed from the register); or

• the entry has been superseded by a later entry against the same person’s name.

1138. By contrast, this section simply provides that a company is not required to keep information on the register if more than six years have elapsed since the entry was made.

Section 817: Removal of entries from register: incorrect entry relating to third party

1139. This section re-enacts in part section 217 of the 1985 Act but does not include the requirement for the company to verify information relating to third parties supplied in response to a section 793 notice. However, the third party retains the right to apply to have his name removed from the register if the information is incorrect. Subsection (4) provides for the courts to enforce removal of incorrect information.

Section 818: Adjustment of entry relating to share acquisition agreement

1140. This section re-enacts section 217(4) and (5) of the 1985 Act. It provides that a person identified in the register as being party to a section 824 share acquisition agreement (this may include a concert party agreement) may when he ceases to be party to the agreement, request that the register should be amended to record that information. Such entries may appear in several places on the register, as each member of the concert party is required in their individual notification to identify the other members of the concert party. If the company refuses an application, the court may order the company to comply if it thinks fit.

Section 819: Duty of company ceasing to be public company

1141. This section re-enacts provisions in section 211(7) and (10) (as applied by section 213(3)) of the 1985 Act. It provides that a company ceasing to be a public company must continue to keep any register it has kept under section 808 and any associated index for six years after it ceases to be a public company.

Section 820: Interest in shares: general

1142. This section re-enacts the definition of “interest in shares” in section 208 (as applied by section 212(5)) of the 1985 Act for the purposes of Part 22 of this Act. An “interest in shares” is widely defined as an interest of any kind whatsoever in the shares, and includes beneficial ownership as well as direct ownership. The courts have described this wide definition as being designed “to counter the limitless ingenuity of persons who prefer to conceal their interests behind trusts and corporate entities” (re TR Technology Investment Trust plc [1988] BCLC 256 at 261).

Section 821: Interest in shares: right to subscribe for shares

1143. This section re-enacts section 212(6) of the 1985 Act. It provides that a notice under section 793 applies in relation to rights to subscribe for shares.

Sections 822 and 823: Interest in shares: family and corporate interests

1144. These sections re-enact section 203 (as applied by section 212(5)) of the 1985 Act. They provides for certain family interests to be attributed to persons for the purpose of disclosure, as well as certain interests held indirectly through a corporate body.

Sections 824: Interest in shares: agreement to acquire interests in a particular company

1145. This section re-enacts section 204 (as applied by section 212(5)) of the 1985 Act concerning the obligation to give details of certain share acquisition arrangements in response to a notice under section 793. It covers any agreement or arrangement, whether or not legally binding, which involves undertakings, expectations or understandings that interests in shares will be acquired and that they will be subject to relevant restrictions while the agreement subsists. This may include groups of persons acting in concert to prepare the way for a takeover offer for the company or to support a pending takeover offer.

Section 825: Extent of obligation in case of share acquisition agreement

1146. This section re-enacts section 205 (as applied by section 212(5)) of the 1985 Act. It attributes interests in shares held by a party to a section 824 agreement to the other parties to the agreement.