Companies Act 2006

(89A) (1) The competent authority may make rules for the purposes of the transparency obligations directive. (2) The rules may include provision for dealing with any matters arising out of or related to any provision of the transparency obligations directive. (3) The competent authority may also make rules— (a) for the purpose of ensuring that voteholder information in respect of voting shares traded on a UK market other than a regulated market is made public or notified to the competent authority; (b) providing for persons who hold comparable instruments (see section 89F(1)(c)) in respect of voting shares to be treated, in the circumstances specified in the rules, as holding some or all of the voting rights in respect of those shares. (4) Rules under this section may, in particular, make provision— (a) specifying how the proportion of— (i) the total voting rights in respect of shares in an issuer, or (ii) the total voting rights in respect of a particular class of shares in an issuer, held by a person is to be determined; (b) specifying the circumstances in which, for the purposes of any determination of the voting rights held by a person (“P”) in respect of voting shares in an issuer, any voting rights held, or treated by virtue of subsection (3)(b) as held, by another person in respect of voting shares in the issuer are to be regarded as held by P; (c) specifying the nature of the information which must be included in any notification; (d) about the form of any notification; (e) requiring any notification to be given within a specified period; (f) specifying the manner in which any information is to be made public and the period within which it must be made public; (g) specifying circumstances in which any of the requirements imposed by rules under this section does not apply. (5) Rules under this section are referred to in this Part as “transparency rules”. (6) Nothing in sections 89B to 89G affects the generality of the power to make rules under this section. (89B) (1) Transparency rules may make provision for voteholder information in respect of voting shares to be notified, in circumstances specified in the rules— (a) to the issuer, or (b) to the public, or to both. (2) Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the competent authority. (3) In this Part “voteholder information” in respect of voting shares means information relating to the proportion of voting rights held by a person in respect of the shares. (4) Transparency rules may require notification of voteholder information relating to a person— (a) initially, not later than such date as may be specified in the rules for the purposes of the first indent of Article 30.2 of the transparency obligations directive, and (b) subsequently, in accordance with the following provisions. (5) Transparency rules under subsection (4)(b) may require notification of voteholder information relating to a person only where there is a notifiable change in the proportion of— (a) the total voting rights in respect of shares in the issuer, or (b) the total voting rights in respect of a particular class of share in the issuer, held by the person. (6) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes— (a) from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion, (b) from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or (c) from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion. (7) In subsection (6) “designated” means designated by the rules. (89C) (1) Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules— (a) to make public information to which this section applies, or (b) to notify to the competent authority information to which this section applies, or to do both. (2) In the case of every issuer, this section applies to— (a) information required by Article 4 of the transparency obligations directive; (b) information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; and (c) information about new loan issues and about any guarantee or security in connection with any such issue. (3) In the case of an issuer of debt securities, this section also applies to information required by Article 5 of the transparency obligations directive. (4) In the case of an issuer of shares, this section also applies to— (a) information required by Article 5 of the transparency obligations directive; (b) information required by Article 6 of that directive; (c) voteholder information— (i) notified to the issuer, or (ii) relating to the proportion of voting rights held by the issuer in respect of shares in the issuer; (d) information relating to the issuer's capital; and (e) information relating to the total number of voting rights in respect of shares or shares of a particular class. (89D) (1) Transparency rules may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer— (a) initially, not later than such date as may be specified in the rules for the purposes of the second indent of Article 30.2 of the transparency obligations directive, and (b) subsequently, in accordance with the following provisions. (2) Transparency rules under subsection (1)(b) may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer only where there is a notifiable change in the proportion of— (a) the total voting rights in respect of shares in the issuer, or (b) the total voting rights in respect of a particular class of share in the issuer, held by the issuer. (3) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes— (a) from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion, (b) from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or (c) from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion. (4) In subsection (3) “designated” means designated by the rules. (89E) Transparency rules may make provision requiring an issuer of transferable securities that are admitted to trading on a regulated market to notify a proposed amendment to its constitution— (a) to the competent authority, and (b) to the market on which the issuer's securities are admitted, at times and in circumstances specified in the rules. (89F) (1) For the purposes of sections 89A to 89G— (a) the voting rights in respect of any voting shares are the voting rights attached to those shares, (b) a person is to be regarded as holding the voting rights in respect of the shares— (i) if, by virtue of those shares, he is a shareholder within the meaning of Article 2.1(e) of the transparency obligations directive; (ii) if, and to the extent that, he is entitled to acquire, dispose of or exercise those voting rights in one or more of the cases mentioned in Article 10(a) to (h) of the transparency obligations directive; (iii) if he holds, directly or indirectly, a financial instrument which results in an entitlement to acquire the shares and is an Article 13 instrument, and (c) a person holds a “comparable instrument” in respect of voting shares if he holds, directly or indirectly, a financial instrument in relation to the shares which has similar economic effects to an Article 13 instrument (whether or not the financial instrument results in an entitlement to acquire the shares). (2) Transparency rules under section 89A(3)(b) may make different provision for different descriptions of comparable instrument. (3) For the purposes of sections 89A to 89G two or more persons may, at the same time, each be regarded as holding the same voting rights. (4) In those sections— - “Article 13 instrument” means a financial instrument of a type determined by the European Commission under Article 13.2 of the transparency obligations directive; - “UK market” means a market that is situated or operating in the United Kingdom; - “voting shares” means shares of an issuer to which voting rights are attached. (89G) (1) Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer's consent as they impose on an issuer of transferable securities. (2) Transparency rules that require a person to make information public may include provision authorising the competent authority to make the information public in the event that the person fails to do so. (3) The competent authority may make public any information notified to the authority in accordance with transparency rules. (4) Transparency rules may make provision by reference to any provision of any rules made by the Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006. (5) Sections 89A to 89F and this section are without prejudice to any other power conferred by this Part to make Part 6 rules.

• (2) The effectiveness for the purposes of section 155 of the Financial Services and Markets Act 2000 (c. 8) (consultation on proposed rules) of things done by the Financial Services Authority before this section comes into force with a view to making transparency rules (as defined in the provisions to be inserted in that Act by subsection (1) above) is not affected by the fact that those provisions were not then in force.

Competent authority's power to call for information

1267

In Part 6 of the Financial Services and Markets Act 2000 after the sections inserted by section 1266 above insert—

(89H) (1) The competent authority may by notice in writing given to a person to whom this section applies require him— (a) to provide specified information or information of a specified description, or (b) to produce specified documents or documents of a specified description. (2) This section applies to— (a) an issuer in respect of whom transparency rules have effect; (b) a voteholder; (c) an auditor of— (i) an issuer to whom this section applies, or (ii) a voteholder; (d) a person who controls a voteholder; (e) a person controlled by a voteholder; (f) a director or other similar officer of an issuer to whom this section applies; (g) a director or other similar officer of a voteholder or, where the affairs of a voteholder are managed by its members, a member of the voteholder. (3) This section applies only to information and documents reasonably required in connection with the exercise by the competent authority of functions conferred on it by or under sections 89A to 89G (transparency rules). (4) Information or documents required under this section must be provided or produced— (a) before the end of such reasonable period as may be specified, and (b) at such place as may be specified. (5) If a person claims a lien on a document, its production under this section does not affect the lien. (89I) (1) The competent authority may require any information provided under section 89H to be provided in such form as it may reasonably require. (2) The competent authority may require— (a) any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require; (b) any document produced to be authenticated in such manner as it may reasonably require. (3) If a document is produced in response to a requirement imposed under section 89H, the competent authority may— (a) take copies of or extracts from the document; or (b) require the person producing the document, or any relevant person, to provide an explanation of the document. (4) In subsection (3)(b) “relevant person”, in relation to a person who is required to produce a document, means a person who— (a) has been or is a director or controller of that person; (b) has been or is an auditor of that person; (c) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or (d) has been or is an employee of that person. (5) If a person who is required under section 89H to produce a document fails to do so, the competent authority may require him to state, to the best of his knowledge and belief, where the document is. (89J) (1) The competent authority may require an issuer to make public any information provided to the authority under section 89H. (2) If the issuer fails to comply with a requirement under subsection (1), the competent authority may, after seeking representations from the issuer, make the information public. (3) In sections 89H and 89I (power of competent authority to call for information)— - “control” and “controlled” have the meaning given by subsection (4) below; - “specified” means specified in the notice; - “voteholder” means a person who— 1. holds voting rights in respect of any voting shares for the purposes of sections 89A to 89G (transparency rules), or 2. is treated as holding such rights by virtue of rules under section 89A(3)(b). (4) For the purposes of those sections a person (“A”) controls another person (“B”) if— (a) A holds a majority of the voting rights in B, (b) A is a member of B and has the right to appoint or remove a majority of the members of the board of directors (or, if there is no such board, the equivalent management body) of B, (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or (d) A has the right to exercise, or actually exercises, dominant influence or control over B. (5) For the purposes of subsection (4)(b)— (a) any rights of a person controlled by A, and (b) any rights of a person acting on behalf of A or a person controlled by A, are treated as held by A.

Powers exercisable in case of infringement of transparency obligation

1268

In Part 6 of the Financial Services and Markets Act 2000 (c. 8), after the sections inserted by section 1267 above insert—

(89K) (1) If the competent authority finds that an issuer of securities admitted to trading on a regulated market is failing or has failed to comply with an applicable transparency obligation, it may publish a statement to that effect. (2) If the competent authority proposes to publish a statement, it must give the issuer a warning notice setting out the terms of the proposed statement. (3) If, after considering any representations made in response to the warning notice, the competent authority decides to make the proposed statement, it must give the issuer a decision notice setting out the terms of the statement. (4) A notice under this section must inform the issuer of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference. (5) In this section “transparency obligation” means an obligation under— (a) a provision of transparency rules, or (b) any other provision made in accordance with the transparency obligations directive. (6) In relation to an issuer whose home State is a member State other than the United Kingdom, any reference to an applicable transparency obligation must be read subject to section 100A(2). (89L) (1) This section applies to securities admitted to trading on a regulated market. (2) If the competent authority has reasonable grounds for suspecting that an applicable transparency obligation has been infringed by an issuer, it may— (a) suspend trading in the securities for a period not exceeding 10 days, (b) prohibit trading in the securities, or (c) make a request to the operator of the market on which the issuer's securities are traded— (i) to suspend trading in the securities for a period not exceeding 10 days, or (ii) to prohibit trading in the securities. (3) If the competent authority has reasonable grounds for suspecting that a provision required by the transparency obligations directive has been infringed by a voteholder of an issuer, it may— (a) prohibit trading in the securities, or (b) make a request to the operator of the market on which the issuer's securities are traded to prohibit trading in the securities. (4) If the competent authority finds that an applicable transparency obligation has been infringed, it may require the market operator to prohibit trading in the securities. (5) In this section “transparency obligation” means an obligation under— (a) a provision contained in transparency rules, or (b) any other provision made in accordance with the transparency obligations directive. (6) In relation to an issuer whose home State is a member State other than the United Kingdom, any reference to an applicable transparency obligation must be read subject to section 100A(2). (89M) (1) A requirement under section 89L takes effect— (a) immediately, if the notice under subsection (2) states that that is the case; (b) in any other case, on such date as may be specified in the notice. (2) If the competent authority— (a) proposes to exercise the powers in section 89L in relation to a person, or (b) exercises any of those powers in relation to a person with immediate effect, it must give that person written notice. (3) The notice must— (a) give details of the competent authority's action or proposed action; (b) state the competent authority's reasons for taking the action in question and choosing the date on which it took effect or takes effect; (c) inform the recipient that he may make representations to the competent authority within such period as may be specified by the notice (whether or not he had referred the matter to the Tribunal); (d) inform him of the date on which the action took effect or takes effect; (e) inform him of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference. (4) The competent authority may extend the period within which representations may be made to it. (5) If, having considered any representations made to it, the competent authority decides to maintain, vary or revoke its earlier decision, it must give written notice to that effect to the person mentioned in subsection (2). (89N) A person— (a) to whom a decision notice is given under section 89K (public censure), or (b) to whom a notice is given under section 89M (procedure in connection with suspension or prohibition of trading), may refer the matter to the Tribunal.

Other matters

Corporate governance rules

1269

In Part 6 of the Financial Services and Markets Act 2000 (c. 8), after the sections inserted by section 1268 above insert—

(89O) (1) The competent authority may make rules (“corporate governance rules”)— (a) for the purpose of implementing, enabling the implementation of or dealing with matters arising out of or related to, any EU obligation relating to the corporate governance of issuers who have requested or approved admission of their securities to trading on a regulated market; (b) about corporate governance in relation to such issuers for the purpose of implementing, or dealing with matters arising out of or related to, any EU obligation. (2) “Corporate governance”, in relation to an issuer, includes— (a) the nature, constitution or functions of the organs of the issuer; (b) the manner in which organs of the issuer conduct themselves; (c) the requirements imposed on organs of the issuer; (d) the relationship between the different organs of the issuer; (e) the relationship between the organs of the issuer and the members of the issuer or holders of the issuer's securities. (3) The burdens and restrictions imposed by rules under this section on foreign-traded issuers must not be greater than the burdens and restrictions imposed on UK-traded issuers by— (a) rules under this section, and (b) listing rules. (4) For this purpose— - “foreign-traded issuer” means an issuer who has requested or approved admission of the issuer's securities to trading on a regulated market situated or operating outside the United Kingdom; - “UK-traded issuer” means an issuer who has requested or approved admission of the issuer's securities to trading on a regulated market situated or operating in the United Kingdom. (5) This section is without prejudice to any other power conferred by this Part to make Part 6 rules.

Liability for false or misleading statements in certain publications

1270

In Part 6 of the Financial Services and Markets Act 2000 (c. 8), after section 90 insert—

(90A) (1) The publications to which this section applies are— (a) any reports and statements published in response to a requirement imposed by a provision implementing Article 4, 5 or 6 of the transparency obligations directive, and (b) any preliminary statement made in advance of a report or statement to be published in response to a requirement imposed by a provision implementing Article 4 of that directive, to the extent that it contains information that it is intended— (i) will appear in the report or statement, and (ii) will be presented in the report or statement in substantially the same form as that in which it is presented in the preliminary statement. (2) The securities to which this section applies are— (a) securities that are traded on a regulated market situated or operating in the United Kingdom, and (b) securities that— (i) are traded on a regulated market situated or operating outside the United Kingdom, and (ii) are issued by an issuer for which the United Kingdom is the home Member State within the meaning of Article 2.1(i) of the transparency obligations directive. (3) The issuer of securities to which this section applies is liable to pay compensation to a person who has— (a) acquired such securities issued by it, and (b) suffered loss in respect of them as a result of— (i) any untrue or misleading statement in a publication to which this section applies, or (ii) the omission from any such publication of any matter required to be included in it. (4) The issuer is so liable only if a person discharging managerial responsibilities within the issuer in relation to the publication— (a) knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or (b) knew the omission to be dishonest concealment of a material fact. (5) A loss is not regarded as suffered as a result of the statement or omission in the publication unless the person suffering it acquired the relevant securities— (a) in reliance on the information in the publication, and (b) at a time when, and in circumstances in which, it was reasonable for him to rely on that information. (6) Except as mentioned in subsection (8)— (a) the issuer is not subject to any other liability than that provided for by this section in respect of loss suffered as a result of reliance by any person on— (i) an untrue or misleading statement in a publication to which this section applies, or (ii) the omission from any such publication of any matter required to be included in it, and (b) a person other than the issuer is not subject to any liability, other than to the issuer, in respect of any such loss. (7) Any reference in subsection (6) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement. (8) This section does not affect— (a) the powers conferred by section 382 and 384 (powers of the court to make a restitution order and of the Authority to require restitution); (b) liability for a civil penalty; (c) liability for a criminal offence. (9) For the purposes of this section— (a) the following are persons “discharging managerial responsibilities” in relation to a publication— (i) any director of the issuer (or person occupying the position of director, by whatever name called), (ii) in the case of an issuer whose affairs are managed by its members, any member of the issuer, (iii) in the case of an issuer that has no persons within sub-paragraph (i) or (ii), any senior executive of the issuer having responsibilities in relation to the publication; (b) references to the acquisition by a person of securities include his contracting to acquire them or any interest in them. (90B) (1) The Treasury may by regulations make provision about the liability of issuers of securities traded on a regulated market, and other persons, in respect of information published to holders of securities, to the market or to the public generally. (2) Regulations under this section may amend any primary or subordinate legislation, including any provision of, or made under, this Act.

Exercise of powers where UK is host member State

1271

In Part 6 of the Financial Services and Markets Act 2000 (c. 8), after section 100 insert—

(100A) (1) This section applies to the exercise by the competent authority of any power under this Part exercisable in case of infringement of— (a) a provision of prospectus rules or any other provision made in accordance with the prospectus directive, or (b) a provision of transparency rules or any other provision made in accordance with the transparency obligations directive, in relation to an issuer whose home State is a member State other than the United Kingdom. (2) The competent authority may act in such a case only in respect of the infringement of a provision required by the relevant directive. Any reference to an applicable provision or applicable transparency obligation shall be read accordingly. (3) If the authority finds that there has been such an infringement, it must give a notice to that effect to the competent authority of the person's home State requesting it— (a) to take all appropriate measures for the purpose of ensuring that the person remedies the situation that has given rise to the notice, and (b) to inform the authority of the measures it proposes to take or has taken or the reasons for not taking such measures. (4) The authority may not act further unless satisfied— (a) that the competent authority of the person's home State has failed or refused to take measures for the purpose mentioned in subsection (3)(a), or (b) that the measures taken by that authority have proved inadequate for that purpose. This does not affect exercise of the powers under section 87K(2), 87L(2) or (3) or 89L(2) or (3) (powers to protect market). (5) If the authority is so satisfied, it must, after informing the competent authority of the person's home State, take all appropriate measures to protect investors. (6) In such a case the authority must inform the Commission of the measures at the earliest opportunity.

Transparency obligations and related matters: minor and consequential amendments

1272

• (1) Schedule 15 to this Act makes minor and consequential amendments in connection with the provision made by this Part.

• (2) In that Schedule–

• Part 1 contains amendments of the Financial Services and Markets Act 2000 (c. 8);

• Part 2 contains amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

Corporate governance regulations

1273

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 44 — Miscellaneous provisions

Regulation of actuaries etc

Grants to bodies concerned with actuarial standards etc

1274

• (1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (grants to bodies concerned with accounting standards etc) is amended as follows.

• (2) In subsection (2) (matters carried on by bodies eligible for grants) for paragraph (l) substitute—

(l) issuing standards to be applied in actuarial work; (m) issuing standards in respect of matters to be contained in reports or other communications required to be produced or made by actuaries or in accordance with standards within paragraph (l); (n) investigating departures from standards within paragraph (l) or (m); (o) taking steps to secure compliance with standards within paragraph (l) or (m); (p) carrying out investigations into public interest cases arising in connection with the performance of actuarial functions by members of professional actuarial bodies; (q) holding disciplinary hearings relating to members of professional actuarial bodies following the conclusion of investigations within paragraph (p); (r) deciding whether (and, if so, what) disciplinary action should be taken against members of professional actuarial bodies to whom hearings within paragraph (q) related; (s) supervising the exercise by professional actuarial bodies of regulatory functions in relation to their members; (t) overseeing or directing any of the matters mentioned above.

• (3) In subsection (5) (definitions) at the appropriate places insert—

“professional actuarial body” means— (a) the Institute of Actuaries, or (b) the Faculty of Actuaries in Scotland, and the “members” of a professional actuarial body include persons who, although not members of the body, are subject to its rules in performing actuarial functions;

“regulatory functions”, in relation to professional actuarial bodies, means any of the following— (a) investigatory or disciplinary functions exercised by such bodies in relation to the performance by their members of actuarial functions, (b) the setting by such bodies of standards in relation to the performance by their members of actuarial functions, and (c) the determining by such bodies of requirements in relation to the education and training of their members;

Levy to pay expenses of bodies concerned with actuarial standards etc

1275

• (1) Section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (levy to pay expenses of bodies concerned with accounting standards etc) is amended in accordance with subsections (2) to (5).

• (2) In subsection (3)(a) after “to which” insert “ , or persons within subsection (3A) to whom, ”.

• (3) After subsection (3) insert—

(3A) The following persons are within this subsection— (a) the administrators of a public service pension scheme (within the meaning of section 1 of the Pension Schemes Act 1993); (b) the trustees or managers of an occupational or personal pension scheme (within the meaning of that section).

• (4) After subsection (4)(b) insert—

(c) make different provision for different cases.

• (5) After subsection (12) insert—

(13) If a draft of any regulations to which subsection (10) applies would, apart from this subsection, be treated for the purposes of the standing orders of either House of Parliament as a hybrid instrument, it is to proceed in that House as if it were not such an instrument.

• (6) The above amendments have effect in relation to any exercise of the power to make regulations under section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 after this section comes into force, regardless of when the expenses to be met by the levy in respect of which the regulations are made were incurred.

• (7) In Schedule 3 to the Pensions Act 2004 (c. 35) (disclosure of information held by the Pensions Regulator), in the entry relating to the Secretary of State, in the second column, for “or” at the end of paragraph (g) substitute—

(ga) Section 17 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (levy to pay expenses of bodies concerned with accounting standards, actuarial standards etc), or

Application of provisions to Scotland and Northern Ireland

1276

• (1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (grants to bodies concerned with accounting standards etc) is amended as follows.

• (2) For subsection (6) (application of section to Scotland) substitute—

(6) In their application to Scotland, subsection (2)(a) to (t) are to be read as referring only to matters provision relating to which would be outside the legislative competence of the Scottish Parliament.

• (3) In subsection (2) in paragraph (c), after “1985 (c. 6)” insert “ or the 1986 Order ”.

• (4) In subsection (5)—

• (a) in the definition of “company” after “1985 (c. 6)” insert “ or the 1986 Order ”,

• (b) in the definition of “subsidiary” after “1985” insert “ or Article 4 of the 1986 Order ”, and

• (c) after that definition insert—

• “the 1986 Order” means the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)).

• (5) In section 66 of that Act (extent), in subsection (2) (provisions extending to Northern Ireland, as well as England and Wales and Scotland) for “17” substitute “ 16 to 18 ”.

Information as to exercise of voting rights by institutional investors

Power to require information about exercise of voting rights

1277

• (1) The Treasury or the Secretary of State may make provision by regulations requiring institutions to which this section applies to provide information about the exercise of voting rights attached to shares to which this section applies.

• (2) This power is exercisable in accordance with—

• section 1278 (institutions to which information provisions apply),

• section 1279 (shares to which information provisions apply), and

• section 1280 (obligations with respect to provision of information).

• (3) In this section and the sections mentioned above—

• (a) references to a person acting on behalf of an institution include—

• (i) any person to whom authority has been delegated by the institution to take decisions as to any matter relevant to the subject matter of the regulations, and

• (ii) such other persons as may be specified; and

• (b) “specified” means specified in the regulations.

• (4) The obligation imposed by regulations under this section is enforceable by civil proceedings brought by—

• (a) any person to whom the information should have been provided, or

• (b) a specified regulatory authority.

• (5) Regulations under this section may make different provision for different descriptions of institution, different descriptions of shares and for other different circumstances.

• (6) Regulations under this section are subject to affirmative resolution procedure.

Institutions to which information provisions apply

1278

• (1) The institutions to which section 1277 applies are—

• (a) unit trust schemes within the meaning of the Financial Services and Markets Act 2000 (c. 8) in respect of which an order is in force under section 243 of that Act;

• (b) open-ended investment companies incorporated by virtue of regulations under section 262 of that Act;

• (c) companies approved for the purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010(investment trusts);

• (d) pension schemes as defined in section 1(5) of the Pension Schemes Act 1993 (c. 48) or the Pension Schemes (Northern Ireland) Act 1993 (c. 49);

• (e) undertakings authorised under the Financial Services and Markets Act 2000 to carry on long-term insurance business (that is, the activity of effecting or carrying out contracts of long-term insurance within the meaning of the Financial Services and Markets (Regulated Activities) Order 2001 (S.I. 2001/544);

• (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Regulations under that section may—

• (a) provide that the section applies to other descriptions of institution;

• (b) provide that the section does not apply to a specified description of institution.

• (3) The regulations must specify by whom, in the case of any description of institution, the duty imposed by the regulations is to be fulfilled.

Shares to which information provisions apply

1279

• (1) The shares to which section 1277 applies are shares—

• (a) of a description traded on a specified market, and

• (b) in which the institution has, or is taken to have, an interest.

Regulations under that section may provide that the section does not apply to shares of a specified description.

• (2) For this purpose an institution has an interest in shares if the shares, or a depositary certificate in respect of them, are held by it, or on its behalf.

A “depositary certificate” means an instrument conferring rights (other than options)—

• (a) in respect of shares held by another person, and

• (b) the transfer of which may be effected without the consent of that person.

• (3) Where an institution has an interest—

• (a) in a specified description of collective investment scheme (within the meaning of the Financial Services and Markets Act 2000 (c. 8)), or

• (b) in any other specified description of scheme or collective investment vehicle,

it is taken to have an interest in any shares in which that scheme or vehicle has or is taken to have an interest.

• (4) For this purpose a scheme or vehicle is taken to have an interest in shares if it would be regarded as having such an interest in accordance with subsection (2) if it was an institution to which section 1277 applied.

Obligations with respect to provision of information

1280

• (1) Regulations under section 1277 may require the provision of specified information about—

• (a) the exercise or non-exercise of voting rights by the institution or any person acting on its behalf,

• (b) any instructions given by the institution or any person acting on its behalf as to the exercise or non-exercise of voting rights, and

• (c) any delegation by the institution or any person acting on its behalf of any functions in relation to the exercise or non-exercise of voting rights or the giving of such instructions.

• (2) The regulations may require information to be provided in respect of specified occasions or specified periods.

• (3) Where instructions are given to act on the recommendations or advice of another person, the regulations may require the provision of information about what recommendations or advice were given.

• (4) The regulations may require information to be provided—

• (a) in such manner as may be specified, and

• (b) to such persons as may be specified, or to the public, or both.

• (5) The regulations may provide—

• (a) that an institution may discharge its obligations under the regulations by referring to information disclosed by a person acting on its behalf, and

• (b) that in such a case it is sufficient, where that other person acts on behalf of more than one institution, that the reference is to information given in aggregated form, that is—

• (i) relating to the exercise or non-exercise by that person of voting rights on behalf of more than one institution, or

• (ii) relating to the instructions given by that person in respect of the exercise or non-exercise of voting rights on behalf of more than one institution, or

• (iii) relating to the delegation by that person of functions in relation to the exercise or non-exercise of voting rights, or the giving of instructions in respect of the exercise or non-exercise of voting rights, on behalf of more than one institution.

• (6) References in this section to instructions are to instructions of any description, whether general or specific, whether binding or not and whether or not acted upon.

Disclosure of information under the Enterprise Act 2002

Disclosure of information under the Enterprise Act 2002

1281

In Part 9 of the Enterprise Act 2002 (c. 40) (information), after section 241 insert—

(241A) (1) A public authority which holds prescribed information to which section 237 applies may disclose that information to any person— (a) for the purposes of, or in connection with, prescribed civil proceedings (including prospective proceedings) in the United Kingdom or elsewhere, or (b) for the purposes of obtaining legal advice in relation to such proceedings, or (c) otherwise for the purposes of establishing, enforcing or defending legal rights that are or may be the subject of such proceedings. (2) Subsection (1) does not apply to— (a) information which comes to a public authority in connection with an investigation under Part 4, 5 or 6 of the 1973 Act or under section 11 of the Competition Act 1980; (b) competition information within the meaning of section 351 of the Financial Services and Markets Act 2000; (c) information which comes to a public authority in connection with an investigation under Part 3 or 4 or section 174 of this Act; (d) information which comes to a public authority in connection with an investigation under the Competition Act 1998 (c. 41). (3) In subsection (1) “prescribed” means prescribed by order of the Secretary of State. (4) An order under this section— (a) may prescribe information, or civil proceedings, for the purposes of this section by reference to such factors as appear to the Secretary of State to be appropriate; (b) may prescribe for the purposes of this section all information, or civil proceedings, or all information or civil proceedings not falling within one or more specified exceptions; (c) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. (5) Information disclosed under this section must not be used by the person to whom it is disclosed for any purpose other than those specified in subsection (1).

Expenses of winding up

Payment of expenses of winding up

1282

• (1) In Chapter 8 of Part 4 of the Insolvency Act 1986 (c. 45) (winding up of companies: provisions of general application), before section 176A (under the heading “Property subject to floating charge”) insert—

(176ZA) (1) The expenses of winding up in England and Wales, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over any claims to property comprised in or subject to any floating charge created by the company and shall be paid out of any such property accordingly. (2) In subsection (1)— (a) the reference to assets of the company available for payment of general creditors does not include any amount made available under section 176A(2)(a); (b) the reference to claims to property comprised in or subject to a floating charge is to the claims of— (i) the holders of debentures secured by, or holders of, the floating charge, and (ii) any preferential creditors entitled to be paid out of that property in priority to them. (3) Provision may be made by rules restricting the application of subsection (1), in such circumstances as may be prescribed, to expenses authorised or approved— (a) by the holders of debentures secured by, or holders of, the floating charge and by any preferential creditors entitled to be paid in priority to them, or (b) by the court. (4) References in this section to the expenses of the winding up are to all expenses properly incurred in the winding up, including the remuneration of the liquidator.

• (2) In Chapter 8 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (winding up of companies: provisions of general application), before Article 150A (under the heading “Property subject to floating charge”) insert—

(150ZA) (1) The expenses of winding up, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over any claims to property comprised in or subject to any floating charge created by the company and shall be paid out of any such property accordingly. (2) In paragraph (1)— (a) the reference to assets of the company available for payment of general creditors does not include any amount made available under Article 150A(2)(a); (b) the reference to claims to property comprised in or subject to a floating charge is to the claims of— (i) the holders of debentures secured by, or holders of, the floating charge, and (ii) any preferential creditors entitled to be paid out of that property in priority to them. (3) Provision may be made by rules restricting the application of paragraph (1), in such circumstances as may be prescribed, to expenses authorised or approved— (a) by the holders of debentures secured by, or holders of, the floating charge and by any preferential creditors entitled to be paid in priority to them, or (b) by the Court. (4) References in this Article to the expenses of the winding up are to all expenses properly incurred in the winding up, including the remuneration of the liquidator.

Commonhold associations

Amendment of memorandum or articles of commonhold association

1283

In paragraph 3(1) of Schedule 3 to the Commonhold and Leasehold Reform Act 2002 (c. 15) (alteration of memorandum or articles by commonhold association to be of no effect until altered version registered with Land Registry) for “An alteration of the memorandum or articles of association” substitute “ Where a commonhold association alters its memorandum or articles at a time when the land specified in its memorandum is commonhold land, the alteration ”.

Part 45 — Northern Ireland

Extension of Companies Acts to Northern Ireland

1284

• (1) The Companies Acts as defined by this Act (see section 2) extend to Northern Ireland.

• (2) The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)) and Part 3 of the Companies (Audit, Investigations and Community Enterprise) Order 2005 (S.I. 2005/1967 (N.I. 17)) shall cease to have effect accordingly.

Extension of GB enactments relating to UK Societas

1285

• (1) The enactments in force in Great Britain relating to UK Societas extend to Northern Ireland.

• (2) The following enactments shall cease to have effect accordingly—

• (a) the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (SR 2004/417), and

• (b) the European Public Limited-Liability Company (Fees) Regulations (Northern Ireland) 2004 (SR 2004/418).

• (3) In this section “UK Societas” means a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company.

Extension of GB enactments relating to certain other forms of business organisation

1286

• (1) The enactments in force in Great Britain relating to—

• (a) limited liability partnerships,

• (b) limited partnerships,

• (c) open-ended investment companies, ...

• (d) European Economic Interest Groupings, and

• (e) UK Economic Interest Groupings,

extend to Northern Ireland.

• (2) The following enactments shall cease to have effect accordingly—

• (a) the Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N. I.));

• (b) the Limited Partnerships Act 1907 (c. 24) as it formerly had effect in Northern Ireland;

• (c) the Open-Ended Investment Companies Act (Northern Ireland) 2002 (c. 13 (N.I.));

• (d) the European Economic Interest Groupings Regulations (Northern Ireland) 1989 (SR 1989/216).

Extension of enactments relating to business names

1287

• (1) The provisions of Part 41 of this Act (business names) extend to Northern Ireland.

• (2) The Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7)) shall cease to have effect accordingly.

Part 46 — General supplementary provisions

Regulations and orders

Regulations and orders: statutory instrument

1288

Except as otherwise provided, regulations and orders under this Act shall be made by statutory instrument.

Regulations and orders: negative resolution procedure

1289

Where regulations or orders under this Act are subject to “negative resolution procedure” the statutory instrument containing the regulations or order shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Regulations and orders: affirmative resolution procedure

1290

Where regulations or orders under this Act are subject to “affirmative resolution procedure” the regulations or order must not be made unless a draft of the statutory instrument containing them has been laid before Parliament and approved by a resolution of each House of Parliament.

Regulations and orders: approval after being made

1291

• (1) Regulations or orders under this Act that are subject to “approval after being made”—

• (a) must be laid before Parliament after being made, and

• (b) cease to have effect at the end of 28 days beginning with the day on which they were made unless during that period they are approved by resolution of each House.

• (2) In reckoning the period of 28 days no account shall be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than four days.

• (3) The regulations or order ceasing to have effect does not affect—

• (a) anything previously done under them or it, or

• (b) the making of new regulations or a new order.

Regulations and orders: supplementary

1292

• (1) Regulations or orders under this Act may—

• (a) make different provision for different cases or circumstances,

• (b) include supplementary, incidental and consequential provision, and

• (c) make transitional provision and savings.

• (2) Any provision that may be made by regulations under this Act may be made by order; and any provision that may be made by order under this Act may be made by regulations.

• (3) Any provision that may be made by regulations or order under this Act for which no Parliamentary procedure is prescribed may be made by regulations or order subject to negative or affirmative resolution procedure.

• (4) Any provision that may be made by regulations or order under this Act subject to negative resolution procedure may be made by regulations or order subject to affirmative resolution procedure.

“Bank of England”

“Bank of England”

1292A

In this Act, except in section 796, references to the Bank of England do not include the Bank acting in its capacity as the Prudential Regulation Authority.

Meaning of “enactment”

Meaning of “enactment”

1293

In this Act, unless the context otherwise requires, “enactment” includes—

• (a) an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

• (aa) an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

• (b) an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

• (c) an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Consequential and transitional provisions

Power to make consequential amendments etc

1294

• (1) The Secretary of State or the Treasury may by order make such provision amending, repealing or revoking any enactment to which this section applies as they consider necessary or expedient in consequence of any provision made by or under this Act.

• (2) This section applies to—

• (a) any enactment passed or made before the passing of this Act,

• (b) any enactment contained in this Act or in subordinate legislation made under it, and

• (c) any enactment passed or made before the end of the session after that in which this Act is passed.

• (3) Without prejudice to the generality of the power conferred by subsection (1), orders under this section may—

• (a) make provision extending to other forms of organisation any provision made by or under this Act in relation to companies, or

• (b) make provision corresponding to that made by or under this Act in relation to companies,

in either case with such adaptations or other modifications as appear to the Secretary of State or the Treasury to be necessary or expedient.

• (4) The references in subsection (3) to provision made by this Act include provision conferring power to make provision by regulations, orders or other subordinate legislation.

• (5) Amendments and repeals made under this section are additional, and without prejudice, to those made by or under any other provision of this Act.

• (6) Orders under this section are subject to affirmative resolution procedure.

Repeals

1295

The enactments specified in Schedule 16, which include enactments that are no longer of practical utility, are repealed to the extent specified.

Power to make transitional provision and savings

1296

• (1) The Secretary of State or the Treasury may by order make such transitional provision and savings as they consider necessary or expedient in connection with the commencement of any provision made by or under this Act.

• (2) An order may, in particular, make such adaptations of provisions brought into force as appear to be necessary or expedient in consequence of other provisions of this Act not yet having come into force.

• (3) Transitional provision and savings made under this section are additional, and without prejudice, to those made by or under any other provision of this Act.

• (4) Orders under this section are subject to negative resolution procedure.

Continuity of the law

1297

• (1) This section applies where any provision of this Act re-enacts (with or without modification) an enactment repealed by this Act.

• (2) The repeal and re-enactment does not affect the continuity of the law.

• (3) Anything done (including subordinate legislation made), or having effect as if done, under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Act, if in force or effective immediately before the commencement of that corresponding provision, has effect thereafter as if done under or for the purposes of that corresponding provision.

• (4) Any reference (express or implied) in this Act or any other enactment, instrument or document to a provision of this Act shall be construed (so far as the context permits) as including, as respects times, circumstances or purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision.

• (5) Any reference (express or implied) in any enactment, instrument or document to a repealed provision shall be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Act has effect, as being or (according to the context) including a reference to the corresponding provision of this Act.

• (6) This section has effect subject to any specific transitional provision or saving contained in this Act.

• (7) References in this section to this Act include subordinate legislation made under this Act.

• (8) In this section “subordinate legislation” has the same meaning as in the Interpretation Act 1978 (c. 30).

Part 47 — Final provisions

Short title

1298

The short title of this Act is the Companies Act 2006.

Extent

1299

Except as otherwise provided (or the context otherwise requires), the provisions of this Act extend to the whole of the United Kingdom.

Commencement

1300

• (1) The following provisions come into force on the day this Act is passed—

• (a) Part 43 (transparency obligations and related matters), except the amendment in paragraph 11(2) of Schedule 15 of the definition of “regulated market” in Part 6 of the Financial Services and Markets Act 2000 (c. 8),

• (b) in Part 44 (miscellaneous provisions)—

• section 1274 (grants to bodies concerned with actuarial standards etc), and

• section 1276 (application of provisions to Scotland and Northern Ireland),

• (c) Part 46 (general supplementary provisions), except section 1295 and Schedule 16 (repeals), and

• (d) this Part.

• (2) The other provisions of this Act come into force on such day as may be appointed by order of the Secretary of State or the Treasury.

SCHEDULE 1 — Connected persons: references to an interest in shares or debentures

Introduction

1

• (1) The provisions of this Schedule have effect for the interpretation of references in sections 254 and 255 (directors connected with or controlling a body corporate) to an interest in shares or debentures.

• (2) The provisions are expressed in relation to shares but apply to debentures as they apply to shares.

General provisions

2

• (1) A reference to an interest in shares includes any interest of any kind whatsoever in shares.

• (2) Any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.

• (3) It is immaterial that the shares in which a person has an interest are not identifiable.

• (4) Persons having a joint interest in shares are deemed each of them to have that interest.

Rights to acquire shares

3

• (1) A person is taken to have an interest in shares if he enters into a contract to acquire them.

• (2) A person is taken to have an interest in shares if—

• (a) he has a right to call for delivery of the shares to himself or to his order, or

• (b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,

whether the right or obligation is conditional or absolute.

• (3) Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph (2) to be rights to acquire or obligations to take an interest in shares.

• (4) A person ceases to have an interest in shares by virtue of this paragraph—

• (a) on the shares being delivered to another person at his order—

• (i) in fulfilment of a contract for their acquisition by him, or

• (ii) in satisfaction of a right of his to call for their delivery;

• (b) on a failure to deliver the shares in accordance with the terms of such a contract or on which such a right falls to be satisfied;

• (c) on the lapse of his right to call for the delivery of shares.

Right to exercise or control exercise of rights

4

• (1) A person is taken to have an interest in shares if, not being the registered holder, he is entitled—

• (a) to exercise any right conferred by the holding of the shares, or

• (b) to control the exercise of any such right.

• (2) For this purpose a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares if he—

• (a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or

• (b) is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.

• (3) A person is not by virtue of this paragraph taken to be interested in shares by reason only that—

• (a) he has been appointed a proxy to exercise any of the rights attached to the shares, or

• (b) he has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.

Bodies corporate

5

• (1) A person is taken to be interested in shares if a body corporate is interested in them and—

• (a) the body corporate or its directors are accustomed to act in accordance with his directions or instructions, or

• (b) he is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of the body corporate.

• (2) For the purposes of sub-paragraph (1)(b) where—

• (a) a person is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of a body corporate, and

• (b) 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 voting power mentioned in paragraph (b) above is taken to be exercisable by that person.

Trusts

6

• (1) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is taken to have an interest in shares, subject as follows.

• (2) So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares, an interest in the shares in reversion or remainder or (as regards Scotland) in fee shall be disregarded.

• (3) A person is treated as not interested in shares if and so long as he holds them—

• (a) under the law in force in any part of the United Kingdom, as a bare trustee or as a custodian trustee, or

• (b) under the law in force in Scotland, as a simple trustee.

• (4) There shall be disregarded any interest of a person subsisting by virtue of—

• (a) an authorised unit trust scheme (within the meaning of section 237 of the Financial Services and Markets Act 2000 (c. 8));

• (b) a scheme made under section 22 or 22A of the Charities Act 1960 (c. 58), section 25 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.)) , section 24 or 25 of the Charities Act 1993 or section 96 or 100 of the Charities Act 2011, section 11 of the Trustee Investments Act 1961 (c. 62) or section 42 of the Administration of Justice Act 1982 (c. 53); or

• (c) the scheme set out in the Schedule to the Church Funds Investment Measure 1958 (1958 No. 1).

• (5) There shall be disregarded any interest—

• (a) of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares held by them;

• (b) of any other person in shares held by those Trustees or that Trust otherwise than as simple trustees.

SCHEDULE 1A — References to people with significant control over a company

PART 1 — The specified conditions

Introduction

1

This Part of this Schedule specifies the conditions at least one of which must be met by an individual (“X”) in relation to a company (“company Y”) in order for the individual to be a person with “significant control” over the company.

Ownership of shares

2

The first condition is that X holds, directly or indirectly, more than 25% of the shares in company Y.

Ownership of voting rights

3

The second condition is that X holds, directly or indirectly, more than 25% of the voting rights in company Y.

Ownership of right to appoint or remove directors

4

The third condition is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of company Y.

Significant influence or control

5

The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over company Y.

Trusts, partnerships etc

6

The fifth condition is that—

• (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to company Y, or would do so if they were individuals, and

• (b) X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

PART 2 — Holding an interest in a company etc

Introduction

7

This Part of this Schedule specifies the circumstances in which, for the purposes of section 790C(4) or (8)—

• (a) a person (“V”) is to be regarded as holding an interest in a company (“company W”);

• (b) an interest held by V in company W is to be regarded as held through a legal entity.

Holding an interest

8

• (1) V holds an interest in company W if—

• (a) V holds shares in company W, directly or indirectly,

• (b) V holds, directly or indirectly, voting rights in company W,

• (c) V holds, directly or indirectly, the right to appoint or remove any member of the board of directors of company W,

• (d) V has the right to exercise, or actually exercises, significant influence or control over company W, or

• (e) sub-paragraph (2) is satisfied.

• (2) This sub-paragraph is satisfied where—

• (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person hold an interest in company W in a way mentioned in sub-paragraph (1)(a) to (d), and

• (b) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

Interests held through a legal entity

9

• (1) This paragraph applies where V—

• (a) holds an interest in company W by virtue of indirectly holding shares or a right, and

• (b) does so by virtue of having a majority stake (see paragraph 18) in—

• (i) a legal entity (“L”) which holds the shares or right directly, or

• (ii) a legal entity that is part of a chain of legal entities such as is described in paragraph 18(1)(b) or (2)(b) that includes L.

• (2) Where this paragraph applies, V holds the interest in company W—

• (a) through L, and

• (b) through each other legal entity in the chain mentioned in sub-paragraph (1)(b)(ii).

PART 3 — Supplementary provision

Introduction

10

This Part sets out rules for the interpretation of this Schedule.

Joint interests

11

If two or more persons each hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right.

Joint arrangements

12

• (1) If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them.

• (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement.

• (3) “Arrangement” has the meaning given by paragraph 21.

Calculating shareholdings

13

• (1) In relation to a legal entity that has a share capital, a reference to holding “more than 25% of the shares” in that entity is to holding shares comprised in the issued share capital of that entity of a nominal value exceeding (in aggregate) 25% of that share capital.

• (2) In relation to a legal entity that does not have a share capital—

• (a) a reference to holding shares in that entity is to holding a right to share in the capital or, as the case may be, profits of that entity;

• (b) a reference to holding “more than 25% of the shares” in that entity is to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that entity.

Voting rights

14

• (1) A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters.

• (2) In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights—

• (a) a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company;

• (b) a reference to exercising more than 25% of the voting rights in the entity is to be read as a reference to exercising the right under the constitution of the entity to block changes to the overall policy of the entity or to the terms of its constitution.

15

In applying this Schedule, the voting rights in a legal entity are to be reduced by any rights held by the entity itself.

Rights to appoint or remove members of the board

16

A reference to the right to appoint or remove a majority of the board of directors of a legal entity is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters.

17

References to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.

Shares or rights held “indirectly”

18

• (1) A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity—

• (a) holds the share in question, or

• (b) is part of a chain of legal entities—

• (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

• (ii) the last of which holds the share.