Companies Act 2014

• (5) Those modifications are that references in subsections (2) and (3) to the repayment of money received from applicants for shares shall be read as including references to the return of any other consideration so received (including, if the case so requires, the release of the applicant from any undertaking) or, if it is not reasonably practicable to return the consideration, the payment of money equal to the value of the consideration at the time it was so received, and references to interest shall have effect accordingly.

1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment

1360. (1) An allotment made by a PLC to an applicant in contravention of section 1358(1) or (2) shall be voidable at the instance of the applicant within 30 days after the date of the allotment and not later, and shall be so voidable notwithstanding that the PLC is in the course of being wound up.

• (2) Where an allotment is avoided under this section, the PLC shall, within 30 days after the date of avoidance, deliver to the Registrar a notice to that effect and subsection (10) of section 1021 shall apply in relation to this subsection as it applies in relation to subsection (9) of that section.

• (3) If any director of a PLC knowingly contravenes, or permits or authorises the contravention of, any of the provisions of section 1358 with respect to allotment, he or she shall be liable to compensate the PLC and the allottee, respectively, for any loss, damage, costs or expenses which the PLC or allottee has sustained or incurred by reason of the contravention.

• (4) No proceedings to recover any such loss, damage, costs or expenses shall be commenced after the expiration of 2 years after the date of the delivery to the Registrar of the return of allotments in question.

1361. Local offers

1361. (1) F985[An offeror shall not publish an offering document, prepared for a local offer, unless that offering document contains the following statements in print in clearly legible type:]

• F985[(a) on the front page or otherwise in a prominent position:

"This document,

— has not been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 or any measures made under that Regulation or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Regulation or those measures,

— has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state,

and therefore may not contain all the information required where a document is prepared pursuant to that Regulation or those laws.";]

• (b) elsewhere in the offering document:

• (i) where the offering document contains information on past performance:

“Past performance may not be a reliable guide to future performance.”;

• (ii) where the offering document contains information on simulated performance:

“Simulated performance may not be a reliable guide to future performance.”;

• (iii) “Investments may fall as well as rise in value.”;

• (iv) where securities are described as being likely to yield income or as being suitable for an investor particularly seeking income from his or her investment, and where the income from the securities can fluctuate:

“Income may fluctuate in accordance with market conditions and taxation arrangements.”;

• (v) where the primary market for the securities or the currency of the underlying business is in a currency other than euro:

“Changes in exchange rates may have an adverse effect on the value, price or income of the securities.”;

• (vi) where the securities do not constitute a readily realisable investment:

“It may be difficult for investors to sell or realise the securities and/or obtain reliable information about their value or the extent of the risks to which they are exposed.”.

• (2) Any requirement of subsection (1) as to the inclusion of a particular statement in an offering document shall be regarded as satisfied if words substantially to the effect of that statement are instead included in that document.

• F985[(3) An offeror who contravenes subsection (1) shall be guilty of a category 3 offence.]

• (4) No offering document prepared for a local offer shall be issued by or on behalf of a PLC or in relation to an intended PLC unless, on or before the date of its publication, a copy of the offering document has been delivered to the Registrar.

• F986[(5) An offeror shall not publish an offering document, prepared for a local offer, which is misleading as regards the past performance or possible future performance of the security to which the offering document relates.

• (6) An offeror shall not publish an offering document, prepared for a local offer, that includes information in relation to—

• (a) the past performance of the security to which the offering document relates, or

• (b) the business to which the security relates,

which misrepresents the performance of that security or that business.

• (7) An offeror shall not publish an offering document, prepared for a local offer, that describes the security to which the offering document relates as being guaranteed or partially guaranteed, unless there is in place a guarantee satisfying the following conditions:

• (a) the guarantee is provided by a person other than—

• (i) the issuer of that security, or

• (ii) the offeror of that security, if this is not the issuer;

• (b) the guarantee is enforceable by a purchaser of that security;

• (c) the terms of the guarantee are consistent with those of the guarantee or partial guarantee described in the offering document.

• (8) An offeror shall not publish an offering document, prepared for a local offer, where the liability of—

• (a) the issuer of the security to which the offering document relates,

• (b) in a case in which the issuer of the security to which the offering document relates is a body corporate, a person who is a director of that body corporate, or

• (c) an advisor named in the offering document,

arising out of or in connection with the purchase of the security to which the offering document relates is limited, unless the offering document specifies the nature and extent of the limitation.

• (9) An offeror who contravenes subsection (5), (6), (7) or (8) shall be guilty of a category 3 offence.]

1362. Exclusion of Investment Intermediaries Act 1995

1362. (1) Any document issued in connection with an offer of securities by or on behalf of an issuer, offeror or person seeking admission of securities to trading on a regulated market shall not be regarded as constituting an investment advertisement within the meaning of section 23 of the Investment Intermediaries Act 1995.

• (2) In subsection (1) “document” includes, in the case of a local offer, an offering document.

1363. Power to make certain rules and issue guidelines

1363. (1) In this section “competent authority” means the competent authority designated under F987[the Domestic Regulations].

• (2) The competent authority may make rules imposing or enabling the competent authority to impose requirements on persons on whom an obligation or obligations are imposed by F987[EU prospectus law or Irish prospectus law], being requirements—

• (a) to do or not to do specified things so as to secure that the provisions of F988[EU prospectus law and Irish prospectus law] are complied with and, in particular (without limiting the generality of this paragraph), to adopt specified procedures and use specified forms in the provision of information to the competent authority;

• (b) to do or not to do specified things so as to secure the effective supervision by the competent authority of activities of the kind to which F987[EU prospectus law or Irish prospectus law] relates and, in particular (without limiting the generality of this paragraph), to make such reports or disclose such matters, at such times and in such manner, to the competent authority or other specified persons as are provided for by the rules or specified by the competent authority pursuant to the rules, being reports or a disclosure of matters that is or are required by virtue or in consequence of the operation of F987[EU prospectus law or Irish prospectus law].

• (3) F989[…]

• (4) The reference in subsection (2) to an obligation imposed on a person by F990[EU prospectus law or Irish prospectus law] includes a reference to an obligation imposed on a person by virtue of the person’s exercising a right or option provided under F990[EU prospectus law or Irish prospectus law].

• (5) Rules under this section may contain such consequential, incidental or supplemental provisions as the competent authority considers necessary or expedient.

• (6) Rules under this section shall not contain any provision that is inconsistent with F990[EU prospectus law or Irish prospectus law] or require the provision of information to any person, the provision of which is not reasonably related to the purposes for which the applicable provisions of the F990[Prospectus Regulation] have been adopted.

• F990[(7) The provisions of the Domestic Regulations that relate to the imposition of administrative sanctions shall apply in relation to a contravention of rules under this section as they apply in relation to a contravention of a provision of EU prospectus law and, accordingly, a sanction that may be imposed pursuant to those provisions of the Domestic Regulations in respect of a contravention of a provision of EU prospectus law may, in accordance with the Domestic Regulations, be imposed in respect of a contravention of rules under this section.]

• (8) The competent authority may issue guidelines in writing as to the steps that may be taken to comply with F990[EU prospectus law or Irish prospectus law].

• (9) Rules made under section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 and in force immediately before the commencement of this section shall continue in force as if they were rules made under this section and may be amended or revoked accordingly.

1364. F991[Certain agreements void

1364. (1) A condition—

• (a) requiring or binding an applicant for securities to waive compliance with any requirement of—

• (i) this Chapter,

• (ii) Irish prospectus law,

• (iii) Irish prospectus law, within the meaning of this Chapter as it stood on the relevant date,

• (iv) EU prospectus law, or

• (v) EU prospectus law, within the meaning of this Chapter as it stood on the relevant date,

or

• (b) purporting to affect an applicant for securities with notice of any contract, document or matter not specifically referred to in the prospectus concerned where—

• (i) EU prospectus law, or

• (ii) EU prospectus law, within the meaning of this Chapter as it stood on the relevant date,

applies,

shall be void.

• (2) In this section, "relevant date" means the date on which section 23 of the Finance (Tax Appeals and Prospectus Regulation) Act 2019 comes into operation.]

CHAPTER 2 Market abuse

1365. Interpretation (Chapter 2)

F992[1365. (1) In this Chapter—

"Commission Implementing Directive" means Commission Implementing Directive (EU) 2015/2392 of 17 December 2015 on Regulation (EU) No. 596/2014 of the European Parliament and of the Council as regards reporting to competent authorities of actual or potential infringements of that Regulation;

"CSMA Directive" means Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive);

"Irish market abuse law" means—

• (a) regulations for the time being in force under section 3 of the European Communities Act 1972 made for the purpose of giving—

• (i) full effect to provisions of the Market Abuse Regulation, or

• (ii) effect to provisions of the Commission Implementing Directive or the CSMA Directive,

or both,

• (b) any other enactment (other than, save where the context otherwise admits, this Chapter) enacted for the purpose of giving—

• (i) full effect to provisions referred to in paragraph (a)(i) of this definition, or

• (ii) effect to provisions referred to in paragraph (a)(ii) of this definition,

or both,

• (c) any measures directly applicable in the State in consequence of the Market Abuse Regulation, and

• (d) any supplementary and consequential measures adopted for the time being by the State in respect of the Market Abuse Regulation or either of the foregoing Directives;

"Market Abuse Regulation" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;

"Minister" means the Minister for Finance.

• (2) A word or expression that is used in this Chapter and is also used in the Market Abuse Regulation, the Commission Implementing Directive or the CSMA Directive shall have, in this Chapter, the same meaning as it has in that Regulation or either of those Directives, unless—

• (a) the contrary intention appears, or

• (b) Irish market abuse law provides otherwise.]

1366. Regulations (Chapter 2)

1366. F993[…]

1367. Saver for existing Market Abuse Regulations

1367. F994[…]

1368. Conviction on indictment of offences under Irish market abuse law: penalties

F995[1368. (1) In this section "offence created by Irish market abuse law" means an offence created by regulations falling within paragraph (a) of the definition of "Irish market abuse law" in section 1365(1).

• (2) A person who is guilty of an offence created by Irish market abuse law (being an offence expressed by that law to be an offence to which this section applies) shall—

• (a) without prejudice to any penalties provided by that law in respect of a summary conviction for the offence, and

• (b) notwithstanding section 3(3) of the European Communities Act 1972,

be liable, on conviction on indictment, to a fine not exceeding €10,000,000 or imprisonment for a term not exceeding 10 years or both.]

1369. Civil liability for certain breaches of Irish market abuse law

1369. (1) If a person contravenes F996[Article 14 of the Market Abuse Regulation] the person shall be liable—

• (a) to compensate any other party to the transaction concerned who was not in possession of the relevant information for any loss sustained by that party by reason of any difference between the price at which the financial instruments concerned were acquired or disposed of and the price at which they would have been likely to have been acquired or disposed of in such a transaction at the time when the first-mentioned transaction took place if that information had been generally available; and

• (b) to account to the body corporate or other legal entity which issued the financial instruments concerned for any profit accruing to the first-mentioned person from acquiring or disposing of those instruments.

• (2) If a person contravenes F996[Article 15 of the Market Abuse Regulation] the person shall be liable—

• (a) to compensate any other party who acquired or disposed of financial instruments by reason of the contravention; and

• (b) to account to the body corporate or other legal entity which issued the financial instruments concerned for any profit accruing to the first-mentioned person from acquiring or disposing of those instruments.

• (3) Subsections (1) and (2) are without prejudice to any other cause of action which may lie against the person for contravening the provision concerned.

• (4) An action under subsection (1) or (2) shall not be commenced more than 2 years after the date of the contravention concerned.

1370. Supplementary rules, etc., by competent authority

1370. (1) In this section “competent authority” means the competent authority designated under Irish market abuse law.

• (2) The competent authority may make rules imposing or enabling the competent authority to impose requirements on persons on whom an obligation or obligations are imposed by Irish market abuse law, being requirements—

• (a) to do or not to do specified things so as to secure that the provisions of Irish market abuse law are complied with and, in particular (without limiting the generality of this paragraph), to adopt specified procedures and use specified forms in the provision of information to the competent authority;

• (b) to do or not to do specified things so as to secure the effective supervision by the competent authority of activities of the kind to which Irish market abuse law relates and, in particular (without limiting the generality of this paragraph), to make such reports or disclose such matters, at such times and in such manner, to the competent authority or other specified persons as are provided for by the rules or specified by the competent authority pursuant to the rules, being reports or a disclosure of matters that is or are required by virtue or in consequence of the operation of Irish market abuse law.

• (3) F997[…]

• (4) Rules under this section may contain such consequential, incidental or supplemental provisions as the competent authority considers necessary or expedient.

• (5) Rules under this section shall not contain any provision that is inconsistent with Irish market abuse law or require the provision of information to any person, the provision of which is not reasonably related to the purposes for which the applicable provisions of the 2003 Market Abuse Directive or the supplemental Directives have been adopted.

• (6) The provisions of Irish market abuse law that are expressed by that law to be made for the purpose of enabling the imposition of administrative sanctions shall apply in relation to a contravention of rules under this section as they apply in relation to a contravention of a provision of Irish market abuse law and accordingly, a sanction that may be imposed pursuant to the first-mentioned provisions of Irish market abuse law in respect of a contravention of a provision of that law may, in accordance with that law, be imposed in respect of a contravention of rules under this section.

• (7) The competent authority may issue guidelines in writing as to the steps that may be taken to comply with Irish market abuse law.

• (8) F997[…]

1371. Application of Irish market abuse law to certain markets

1371. (1) The Minister, after consultation with the competent authority designated under Irish market abuse law, may, by provisional order, provide that one or more provisions of Irish market abuse law that apply in relation to a market to which the F998[Market Abuse Regulation] applies shall, with such modifications if any, as are specified in the order, apply to a market specified in the order.

• (2) The Minister may, by provisional order, amend or revoke a provisional order under this section (including a provisional order under this subsection).

• (3) A provisional order under this section shall not have effect unless or until it is confirmed by an Act of the Oireachtas.

CHAPTER 3 Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company

1372. Definition (Chapter 3)

1372. In this Chapter “traded company” means—

• (a) a public limited company;

• (b) a designated activity company;

• (c) a company limited by guarantee; or

• (d) a public unlimited company or a public unlimited company, that has no share capital;

that in the case of a public limited company has shares or debentures, or in the case of any of the other foregoing types of company has debentures, admitted to trading on a regulated market in an EEA state.

1373. Corporate governance statement in the case of a traded company

1373. (1) Subject to subsection (3), there shall be included in the directors’ report referred to in section 325 of a traded company a statement (which shall be known and is in this section referred to as a “corporate governance statement”) in respect of the financial year concerned.

• (2) The corporate governance statement shall be included as a specific section of the directors’ report, and shall include, at least, all of the following information:

• (a) a reference to—

• (i) the corporate governance code—

• (I) to which the company is subject and where the relevant text is publicly available; or

• (II) which the company has voluntarily decided to apply and where the relevant text is publicly available;

and

• (ii) all relevant information concerning corporate governance practices applied in respect of the company which are additional to any statutory requirement, and where the information on such corporate governance practices is available for inspection by the public;

• (b) where the company departs, in accordance with any statutory provision, from a corporate governance code referred to in clause (I) or (II) of paragraph (a)(i)—

• (i) an explanation by the company as to which parts of the corporate governance code it departs from in accordance with the statutory provision and the extent to which it departs from such code; and

• (ii) the reasons for such departure;

and where the company has decided not to apply any provisions of a corporate governance code referred to in clause (I) or (II) of paragraph (a)(i), the company shall explain its reasons for doing so;

• (c) a description of the main features of the internal control and risk management systems of the company in relation to the financial reporting process;

• (d) the information required under Regulation 21(2)(c), (d), (f), (h) and (i) of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (S.I. No. 255 of 2006), where the company is subject to those Regulations;

• (e) a description of the operation of the shareholder meeting, the key powers of the shareholder meeting, shareholders’ rights and the exercise of such rights;

• (f) the composition and operation of the board of directors and the committees of the board of directors with administrative, management and supervisory functions.

• (3) The information required under subsection (2) may be set out in a separate report published in conjunction with the directors’ report in accordance with subsection (4) or (5), or provided by a reference in the directors’ report to where the separate report is publicly available on the website of the company, and where a separate report is provided, the corporate governance statement may contain a reference to the annual report where the information referred to in subsection (2)(d) is provided.

• (4) Where a company prepares a corporate governance statement in the form of a separate report, such report shall be attached to every balance sheet, referred to in section 341, laid before the annual general meeting of the company and shall be signed on behalf of the directors by 2 of the directors of the company.

• (5) Where a company prepares a corporate governance statement in the form of a separate report, a copy of such report shall—

• (a) be published on the website of the company, and a statement that a copy of the report has been so published, together with the address of the website of the company, shall be included in the report of the directors of the company; or

• (b) be annexed to the annual return of the company.

• (6) The reference in subsection (5)(b) to a copy of the report is a reference to a copy that satisfies the following conditions:

• (a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and

• (b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

• F999[(7) Where a company prepares a corporate governance statement, the statutory auditors of the company shall, in their report under section 391 in respect of the company—

• (a) provide an opinion, based on the work undertaken in the course of the audit, as to whether—

• (i) the information given pursuant to subsections (2)(c) and (d) is consistent with the company’s statutory financial statements in respect of the financial year concerned, and

• (ii) such information has been prepared in accordance with this section,

• (b) state whether, based on their knowledge and understanding of the company and its environment obtained in the course of the audit, they have identified material misstatements in the information given pursuant to subsections (2)(c) and (d) and where they have so identified, give an indication of the nature of such misstatements, and

• (c) state whether in their opinion, based on the work undertaken during the course of the audit, the information required pursuant to subsections (2)(a), (b), (e) and (f) is contained in the company’s corporate governance statement.]

• (8) Subsection (2)(a), (b), (e) and (f) shall not apply to a traded company which has only issued securities, other than shares, admitted to trading on a regulated market, unless such company has issued shares which are traded in a multilateral trading facility.

• (9) In subsection (8) “multilateral trading facility” has the meaning assigned to it by Article 4(1), point (15) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004.

1374. Application of section 225 to a traded company

1374. Section 225 shall apply to a traded company as if, in subsection (1):

• (a) the following subparagraph were substituted for subparagraph (ii) of paragraph (a) of the definition of “relevant obligations”:

• “(ii) a serious Market Abuse offence, a serious Prospectus offence or a serious Transparency offence;”;

and

• (b) the following definition were inserted after the definition of “serious Prospectus offence”:

“ ‘serious Transparency offence’ means an offence referred to in section 1382;”.

1375. Application of sections 279 and 280 to a traded company excluded

1375. (1) There is excluded from the definition of “relevant holding company” in section 279(1) a holding company that is a traded company.

• (2) No category of holding company that is a traded company may be the subject of regulations under section 280.

1376. Application of sections 290(7)(b), 293 and 362 to a traded company

1376. (1) Section 290(7) shall apply to a traded company as if the following paragraph were substituted for paragraph (b):

• “(b) the company ceases to be a company with securities admitted to trading on a regulated market in an EEA state; or”.

• (2) In a case where a traded company has, at the end of its financial year, securities of it admitted to trading on a regulated market in an EEA state section 293 shall apply to it as if—

• (a) the following subsection were substituted for subsection (3):

• “(3) A company that is required to prepare group financial statements shall prepare the statements in accordance with international financial reporting standards and section 295.”;

• (b) the following subsection were substituted for subsection (4):

• “(4) Group financial statements prepared in accordance with international financial reporting standards and section 295 shall be known, and are in this Act referred to, as ‘IFRS group financial statements’.”;

and

• (c) subsections (5) to (8) were omitted.

• (3) F1000[Section 362] shall apply to a designated activity company and a company limited by guarantee as if the cases specified in that section in which the audit exemption, as referred to in section 358 or 359, as the case may be, is not available to a company, or a holding company and its subsidiary undertakings, included a case in which the company or holding company, as appropriate, is a traded company.

1377. Certain exemptions from consolidation of financial statements not available to traded company

1377. (1) In a case where the lower holding company referred to in section 299 is a traded company the following paragraph shall be added at the end of subsection (4) of that section:

• “(f) the lower holding company does not have any shares, debentures or other debt securities admitted to trading on a regulated market in an EEA state.”.

• (2) In a case where the lower holding company referred to in section 300 is a traded company the following paragraph shall be added at the end of subsection (4) of that section:

• “(g) the lower holding company does not have any shares, debentures or other debt securities admitted to trading on a regulated market in an EEA state.”.

1378. DAC or CLG that is a traded company may not file abridged financial statements

1378. F1001[Sections 352 to 356] shall not apply to a designated activity company or a company limited by guarantee that is a traded company.

CHAPTER 4 Transparency requirements regarding issuers of securities admitted to trading on certain markets

1379. Interpretation (Chapter 4)

1379. (1) In this Chapter—

“Minister” means the Minister for Finance;

“Transparency (Regulated Markets) Directive” means Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, including the first-mentioned Directive as it stands amended for the time being;

“transparency (regulated markets) law” means—

• (a) the measures adopted for the time being by the State to implement the Transparency (Regulated Markets) Directive (whether an Act of the Oireachtas, regulations under section 3 of the European Communities Act 1972, regulations under section 1380 or any other enactment (other than, save where the context otherwise admits, this Chapter));

• (b) any measures directly applicable in the State in consequence of the Transparency (Regulated Markets) Directive and, without prejudice to the generality of this paragraph, includes any Regulation or Decision made by the Commission pursuant to the procedure referred to in Article 27(2) of that Directive; and

• (c) any supplementary and consequential measures adopted for the time being by the State in respect of any Regulation or Decision made by the Commission in consequence of the Transparency (Regulated Markets) Directive pursuant to the foregoing procedure;

“supplemental Directive” means any Directive made by the Commission in consequence of the Transparency (Regulated Markets) Directive pursuant to the procedure referred to in Article 27(2) of that Directive.

• (2) A word or expression that is used in this Chapter and is also used in the Transparency (Regulated Markets) Directive shall have in this Chapter the same meaning as it has in that Directive.

1380. Power to make certain regulations (Chapter 4)

1380. (1) The Minister may make regulations for the purposes of—

• (a) giving effect to the Transparency (Regulated Markets) Directive or any supplemental Directive; and

• (b) supplementing and making consequential provision in respect of any Regulation or Decision made by the Commission in consequence of the first-mentioned Directive in paragraph (a) pursuant to the procedure referred to in Article 27(2) of that Directive.

• (2) Regulations under this section may contain such incidental, supplementary and consequential provisions as appear to the Minister to be necessary or expedient for the purposes of those regulations, including—

• (a) provisions creating offences (but the regulations may only provide penalties in respect of a summary conviction for any such offence); and

• (b) provisions creating civil liability in respect of contraventions of the regulations so as to enable any person suffering loss thereby to recover compensation for that loss.

• (3) Civil liability shall not be created by regulations under subsection (2) in respect of a contravention of regulations under this section save in respect of such a contravention that involves either—

• (a) an untrue or misleading statement; or

• (b) the omission from a statement of any matter required to be included in it;

being, in either case, a statement—

• (i) that is contained in a publication made in purported compliance with a provision of transparency (regulated markets) law specified in the regulations; and

• (ii) in respect of which a person suffers a loss by reason of the person’s acquiring or contracting to acquire securities (or an interest in them) in reliance on that publication at a time when, and in circumstances in which, it was reasonable for the person to rely on that publication, and the following condition is fulfilled in respect of that publication.

• (4) That condition is that a person discharging responsibilities within the issuer of the securities referred to in subsection (3) in relation to that publication (being responsibilities of a kind specified in regulations under this section)—

• (a) knew the statement concerned to be untrue or misleading or was reckless as to whether it was untrue or misleading; or

• (b) knew the omission concerned to be dishonest concealment of a material fact.

• (5) Regulations under this section may also make, for the purposes of those regulations, provision analogous to that which is made by Chapter 5 of Part 5 and Chapter 4 of Part 17.

• (6) This section is without prejudice to section 3 of the European Communities Act 1972.

1381. Saver for existing Transparency Regulations

1381. (1) Regulations made under section 20 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and in force immediately before the commencement of this section shall continue in force as if they were regulations made under section 1380 and may be amended or revoked accordingly.

• (2) Without prejudice to Schedule 6 or to the generality of section 26(2)(f) of the Interpretation Act 2005, the reference in Regulation 76(6) of the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I. No. 277 of 2007) to section 21 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 shall, after the commencement of this section, be read as a reference to section 1382.

• (3) The adaptation of reference effected by subsection (2) does not affect the operation of section 27 of the Interpretation Act 2005 as it concerns a prosecution initiated before or after the repeal by this Act of section 21 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 in respect of an offence referred to in that section 21 committed before that repeal.

1382. Conviction on indictment of offences under transparency (regulated markets) law

1382. A person who is guilty of an offence created by transparency (regulated markets) law (being an offence expressed by that law to be an offence to which this section applies) shall, without prejudice to any penalties provided by that law in respect of a summary conviction for the offence, be liable, on conviction on indictment, to a fine not exceeding €1,000,000 or imprisonment for a term not exceeding 5 years or both.

1383. Supplementary rules, etc., by competent authority

1383. (1) In this section “competent authority” means the competent authority designated under transparency (regulated markets) law for the purposes of the provisions of the Transparency (Regulated Markets) Directive (other than Article 24(4)(h) of that Directive).

• (2) The competent authority may make rules imposing or enabling the competent authority to impose requirements on persons on whom an obligation or obligations are imposed by transparency (regulated markets) law, being requirements—

• (a) to do or not to do specified things so as to secure that the provisions of transparency (regulated markets) law are complied with and, in particular (without limiting the generality of this paragraph), to adopt specified procedures and use specified forms in the provision of information to the competent authority;

• (b) to do or not to do specified things so as to secure the effective supervision by the competent authority, of activities of the kind to which transparency (regulated markets) law relates and, in particular (without limiting the generality of this paragraph), to make such reports or disclose such matters, at such times and in such manner, to the competent authority or other specified persons, as are provided for by the rules or specified by the competent authority pursuant to the rules, being reports or a disclosure of matters that is or are required by virtue or in consequence of the operation of transparency (regulated markets) law.

• (3) Rules under this section may, in particular, include rules necessary for the performance by the competent authority of the functions under Article 24 of the Transparency (Regulated Markets) Directive, other than paragraph (4)(h) of that Article.

• (4) Rules under this section may contain such consequential, incidental or supplemental provisions as the competent authority considers necessary or expedient.

• (5) Rules under this section shall not contain any provision that is inconsistent with transparency (regulated markets) law or require the provision of information to any person the provision of which is not reasonably related to the purposes for which the applicable provisions of the Transparency (Regulated Markets) Directive have been adopted.

• (6) The provisions of transparency (regulated markets) law that are expressed by that law to be made for the purpose of enabling the imposition of administrative sanctions shall apply in relation to a contravention of—

• (a) rules under this section; and

• (b) rules adopted by the Supervisory Authority under section 906(3) concerning the matters that relate to its functions under section 905(2)(m),

as they apply in relation to a contravention of a provision of transparency (regulated markets) law and, accordingly, a sanction that may be imposed pursuant to the first-mentioned provisions of transparency (regulated markets) law in respect of a contravention of a provision of that law may, in accordance with that law, be imposed in respect of a contravention of rules referred to in either of the foregoing paragraphs.

• (7) The competent authority may issue guidelines in writing as to the steps that may be taken to comply with transparency (regulated markets) law.

• (8) Rules made under section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and in force immediately before the commencement of this section shall continue in force as if they were rules made under this section and may be amended or revoked accordingly.

1384. Application of transparency (regulated markets) law to certain markets

1384. (1) The Minister, after consultation with the competent authority referred to in section 1383(1), may, by provisional order, provide that one or more provisions of transparency (regulated markets) law that apply in relation to a market to which the Transparency (Regulated Markets) Directive applies shall, with such modifications, if any, as are specified in the order, apply to a market specified in the order.

• (2) A provisional order under this section shall not have effect unless or until it is confirmed by an Act of the Oireachtas.

F1002[CHAPTER 5 Application of section 393 to a company to which Part 23 applies

1384A. Application of section 393 to a company to which Part 23 applies

1384A. (1) Section 393 shall apply to a company to which this Part applies, as if—

• (a) in subsection (1), the following were substituted for “there are reasonable grounds for believing that a category 1 or 2 offence may have been committed by the company or an officer or agent of it,”:

”there are reasonable grounds for believing that a category 1 or 2 offence, a serious Market Abuse offence, a Prospectus offence or a serious Transparency offence may have been committed by the company or an officer or agent of it,”, and

• (b) the following subsection were inserted after subsection (6):

• “(7) In this section—

‘serious Market Abuse offence’ means an offence referred to in section 1368;

‘serious Prospectus offence’ means an offence referred to in section 1356;

‘serious Transparency offence’ means an offence referred to in section 1382.”.]

PART 24 INVESTMENT COMPANIES

CHAPTER 1 Preliminary and interpretation

1385. Interpretation (Part 24)

1385. (1) In this Part—

“investment company” has the meaning given to it by section 1386;

“Minister” means the Minister for Finance;

“management company” means a company designated by an investment company to undertake the management of the investment company;

“property” means real or personal property of whatever kind (including securities);

“sub-fund” means a portfolio of assets and liabilities maintained by an investment company in accordance with its articles and which has been approved by the Central Bank as a separate sub-fund of the investment company;

“UCITS Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011);

“umbrella fund” means an investment company which has one or more sub-funds and which is authorised by the Central Bank pursuant to section 1395.

• (2) For the purposes of the application by this Part of certain provisions of the UCITS Regulations to investment companies, those provisions shall be read as one with this Part.

1386. Definition of “investment company” and construction of references to nominal value of shares, etc.

1386. (1) In this Part “investment company” means a company (not being a company to which the UCITS Regulations apply) that is—

• (a) a public limited company, the sole object of which is stated in its memorandum to be the collective investment of its funds in property with the aim of spreading investment risk and giving members of the company the benefit of the results of the management of its funds; and

• (b) the articles or memorandum of which provide—

• (i) that the actual value of the paid up share capital of the company shall at all times be equal to the value of the assets of any kind of the company after the deduction of its liabilities; and

• (ii) subject to subsection (2), that the shares of the company shall, at the request of any of the holders thereof, be purchased by the company directly or indirectly out of the company’s assets.

• (2) To the extent as may be approved and subject to such conditions as may be applied by the Central Bank, a company that otherwise falls within subsection (1) shall be regarded as an investment company within the meaning of this Part notwithstanding that the articles or memorandum of it do not provide for the matters referred to in subsection (1)(b)(ii).

• (3) For the purposes of subsection (1)(b)(ii), action taken by an investment company to ensure that the stock exchange value of its shares does not deviate from its net asset value by more than a percentage specified in its articles (which deviation shall not be so specified as greater than 5 per cent) shall be regarded as the equivalent of purchase of its shares by the investment company.

• (4) The memorandum or articles of an investment company shall be regarded as providing for the matters referred to in paragraphs (a) and (b) of subsection (1) notwithstanding the inclusion in the memorandum or articles with respect thereto of incidental or supplementary provisions.

• (5) A reference in any provision of this Act to the nominal value of an issued or allotted share in, or of the issued or allotted share capital of, a company shall, in the case of an investment company, be read as a reference to the value of the consideration for which the share or share capital (as the case may be) has been issued or allotted.

1387. Application of Parts 1 to 14 to investment companies

1387. (1) The provisions of Parts 1 to 14 apply to an investment company save to the extent that they are—

• (a) disapplied to public limited companies by section 1002; or

• (b) disapplied by subsection (3) or modified by another provision of this Part.

• (2) For the purposes of that application, section 10(1) shall have effect as if it read:

• “(1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to an investment company.”.

• (3) In addition to those of them disapplied, as mentioned in subsection (1)(a), the provisions of Parts 1 to 14 specified in the Table to this section shall not apply to an investment company.

• (4) The specification in the foregoing Table of a provision (a “specified provision”) of Parts 1 to 14 also operates to disapply to an investment company any other provision of those Parts (notwithstanding that it is not specified in that Table) that makes consequential, incidental or supplemental provision on, or in relation to, the specified provision.

Table

Subject matter	Provision disapplied
Nominal value of shares	Section 66(1) and (2)(a)
Allotment of shares	Section 69(3) and (6) to (10)
Allotment of shares	Section 70(1), (2), (3), (7), (8), (10) and (11)
Payment of shares	Section 71(2), (3) and (5)
Financial assistance	Section 82
Variation of company capital	Section 83(3), (4) and (5)
Reduction of company capital	Section 84
Notice to Registrar of certain alterations in share capital	Sections 92 and 93
Restriction on company acquiring its own shares	Sections 102 and 103
Acquisition of own shares	Sections 105 to 107 and 109 to 112
Holding by subsidiary of shares in its holding company	Sections 114 to 116
Restrictions on distribution of profits and assets	Sections 117 to 123
Procedure for declarations, payments, etc. of dividends and other things	Sections 124 and 125
Bonus issues	Section 126
Access to documents during business hours	Section 127
Audit committees	Section 167
Inspection of registers, provision of copies of information in them, etc.	Sections 215 to 217
Directors’ compliance statement and related statement	Section 225
Holding of own shares or shares in holding company	Section 320(1)
Directors’ report: acquisition or disposal of own shares	Section 328
Signature of statutory auditor’s report to appear on certain copies	Section 337(4) and (5)(b)
Annual return and documents annexed to it	Chapter 13 of Part 6
Exclusions, exemptions and special arrangements with regard to public disclosure of financial information	Chapter 14 of Part 6
Audit exemption	Chapter 15 of Part 6
Special audit exemption for dormant companies	Chapter 16 of Part 6
Company may be required to contribute to debts of related companies	Section 599

1388. Application of Part 17 to investment companies

1388. (1) The provisions of Part 17 apply to an investment company save to the extent that they are disapplied by subsection (3) or (4).

• (2) For the purposes of that application, references in Part 17 to a public limited company (however expressed) shall be read as references to a public limited company that is an investment company.

• (3) The definitions of “authorised minimum” and “authorised share capital” in section 1000(1) shall not apply to an investment company.

• (4) The provisions of Part 17 specified in the Table to this section shall not apply to an investment company.

Table

Subject matter	Provision disapplied
Ministerial power in relation to a defined expression	Section 1000(2)
Way of forming a PLC and form of its constitution	Section 1004(1) to (4) and sections 1005 to 1007
Restriction on commencement of business by a PLC	Section 1010
Power to allot certain securities and notification of allotments	Section 1021(3), (4) and (8)
Pre-emption rights	Sections 1022 and 1023
Expert’s report on non-cash consideration (requirements in respect thereof and dispensations therefrom)	Sections 1028 to 1035
Treatment of shares held by or on behalf of a PLC	Sections 1040 and 1041
Application of certain provisions of section 82(6) in relation to PLCs	Section 1043
Interests in shares: disclosure of individual and group acquisitions	Chapter 4 of Part 17
Acquisition of own shares and certain acquisitions by subsidiaries	Chapter 5 of Part 17
Distribution by a PLC	Chapter 6 of Part 17
Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010	Section 1097
Additional rights of shareholders in certain PLCs (provisions implementing Shareholders’ Rights Directive 2007/36/EC)	Sections 1099 to 1110
Obligation to convene extraordinary general meeting in event of serious loss of capital	Section 1111
Reorganisations	Chapter 13 of Part 17

1389. Adaptation of certain provisions of UCITS Regulations

1389. Regulations 17(11), 40(2), 42(4)(d), 104(2), 125 to 127, 129 to 131, 134(1) to 134(9), 135(1) and 135(2) of the UCITS Regulations apply to an investment company as they apply to the bodies to which those Regulations relate subject to the following modifications—

• (a) a reference in those Regulations to a term or expression specified in the second column of the Table to this section at any reference number shall be read, where the context admits, as a reference to the term or expression specified in the third column of that Table at that reference number; and

• (b) references to cognate terms or expressions in those Regulations shall be read accordingly.

Table

Ref. No. (1)	Term or expression referred to in UCITS Regulations (2)	Construction of term or expression for purposes of this section (3)
1	“repurchase”	“purchase”
2	“these Regulations”	“Part 24 of the Companies Act 2014”
3	“UCITS”	“investment company”
4	“unit”	“share”
5	“unit-holder”	“shareholder”

CHAPTER 2 Incorporation and registration

1390. Way of forming an investment company

1390. (1) An investment company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the relevant provisions of—

• (a) Chapter 2 of Part 2, as applied by this Part; and

• (b) this Part;

in relation to registration of an investment company.

• (2) Without prejudice to the means by which an investment company may be formed under the relevant provisions referred to in subsection (1), a company may be registered as an investment company by means of—

• (a) the re-registration, or registration, as an investment company of a body corporate pursuant to Part 20 or 22;

• (b) the merger of 2 or more bodies corporate pursuant to Chapter 16 of Part 17;

• (c) the division of a body corporate pursuant to Chapter 17 of Part 17;

• (d) the continuance, as an investment company, pursuant to Chapter 9, of a legal entity de-registering as a company in another jurisdiction; or

• F1003[(e) the merger, conversion or division operation provided for by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023).]

• (3) The liability of a member of an investment company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.

• (4) Subsection (3) is without prejudice to any other liability to which a member may be subject as provided by this Act.

1391. Investment company to carry on activity in the State

1391. An investment company shall not be formed and registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State, being an activity that is mentioned in its memorandum.

1392. The form of an investment company’s constitution

1392. (1) Subject to subsection (3), the constitution of an investment company shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.

• (2) The memorandum of association of an investment company shall state—

• (a) its name;

• (b) that it is a public limited company registered under this Part;

• (c) its object as specified in section 1386(1)(a);

• (d) that the liability of its members is limited; and

• (e) in respect of its share capital—

• (i) that the share capital of the company shall be equal to the value for the time being of the issued share capital of the company;

• (ii) the division of that share capital into a specified number of shares without assigning any nominal value thereto; and

• (iii) that the issued share capital of the company for the time being shall not be less than a minimum amount nor more than a maximum amount specified in the memorandum.

• (3) The constitution of an investment company shall—

• (a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution;

• (b) be in accordance with the form set out in Schedule 16 or as near thereto as circumstances permit;

• (c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form; and

• (d) either—

• (i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or

• (ii) be authenticated in the manner referred to in section 888.

• (4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.

1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1393. (1) This section—

• (a) contains provisions as to the articles of an investment company;

• (b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of an investment company; and

• (c) continues in force the memorandum and articles of an investment company to which Part XIII of the Act of 1990 applies.

• (2) In this section—

“mandatory provision” means a provision of any of Parts 1 to 14 or Part 17 (as applied by this Part) or of this Part that is not an optional provision;

“optional provision” means a provision of any of Parts 1 to 14 or Part 17 (as applied by this Part) or of this Part that—

• (a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or

• (b) is otherwise of such import.

• (3) The articles of an investment company—

• (a) shall contain such regulations in relation to the investment company with respect to such aspects of the activity of collective investment referred to in section 1386(1)(a), or matters related thereto, as are deemed appropriate; and

• (b) may contain other regulations in relation to the investment company.

• (4) So far as the articles of an investment company do not exclude or modify an optional provision, that optional provision shall apply in relation to the investment company.

• (5) The memorandum and articles of an investment company to which Part XIII of the Act of 1990 applies and registered before the commencement of this section shall, save to the extent that they are inconsistent with a mandatory provision, continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.

• (6) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

• (7) To the extent that an investment company to which Part XIII of the Act of 1990 applies was, immediately before the commencement of this section, governed by the regulations of Part I of Table A in the First Schedule to the Act of 1963, it shall, after that commencement, continue to be governed by those regulations but—

• (a) this is save to the extent that those regulations are inconsistent with a mandatory provision;

• (b) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to; and

• (c) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

1394. Status of existing investment company

1394. (1) In this section “existing investment company” means an investment company to which Part XIII of the Act of 1990 applies and which—

• (a) was incorporated under the prior Companies Acts; and

• (b) is in existence immediately before the commencement of this section.

• (2) An existing investment company shall, on and from the commencement of this section, continue in existence and be deemed to be an investment company to which this Part applies.

1395. Authorisation by Central Bank

1395. (1) An investment company shall not carry on business in the State unless it has been authorised to do so by the Central Bank on the basis of criteria approved by the Minister.

• (2) A person shall not carry on business on behalf of an investment company, in so far as relates to the purchase or sale of the shares of the investment company, unless the investment company has been authorised in the manner referred to in subsection (1).

• (3) The Central Bank shall not authorise an investment company to carry on business in the State unless the company has paid up share capital which, in the opinion of the Bank, will be sufficient to enable it to conduct its business effectively and meet its liabilities.

• (4) An application by an investment company for the authorisation referred to in subsection (1) shall be made in writing to the Central Bank and contain such information as the Bank may specify for the purpose of determining the application (including such additional information as the Bank may specify in the course of determining the application).

• (5) Where the Central Bank proposes to grant an authorisation to an investment company under this section and the Bank is satisfied that the company will raise capital by providing facilities for the direct or indirect participation by the public in the profits and income of the company, the Bank shall, in granting the authorisation, designate the company as a specially designated investment company which may raise capital in that manner, and “specially designated company” in this section and section 1396 shall be read accordingly.

• (6) An existing investment company (within the meaning of section 1394) that, immediately before the commencement of this section, is a designated company within the meaning of section 256(5) of the Act of 1990, shall be regarded as a specially designated company for the purposes of this section and section 1396; a reference in any other enactment to a designated company (within the meaning of that section 256(5)) shall, on and from the commencement of this section, be read as a reference to a specially designated company.