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COMPANIES ACT 1990

COMPANIES ACT 1990 - LONG TITLE
AN ACT TO AMEND THE LAW RELATING TO COMPANIES AND TO PROVIDE FOR RELATED MATTERS.
[22nd December, 1990]
BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:
COMPANIES ACT 1990 - PART IV
- DISCLOSURE OF INTERESTS IN SHARES
CHAPTER 1
Share Dealings by Directors, Secretaries and their Families
COMPANIES ACT 1990 - SECT 53
Obligation of director or secretary to notify interests in shares or
debentures of company.
53.—(1) Subject to the provisions of this section a person who, at
the commencement of this section is a director or secretary of a
company and is then interested in shares in, or debentures of, the
company or any other body corporate, being the company's subsidiary
or holding company or a subsidiary of the company's holding company
or thereafter becomes a director or secretary of a company and, at
the time when he becomes a director or secretary of a company, is
so interested, shall notify the company in writing—
( a ) of the subsistence of his interests at that time, and
( b ) of the number of shares of each class in, and the amount
of debentures of each class of, the company or any such other body
corporate as aforesaid in which each interest of his subsists at
that time.
(2) A director or secretary of a company shall notify the company
in writing of the occurrence, while he is a director or secretary,
of any of the following events and the date on which it occurred—
( a ) any event in consequence of whose occurrence he becomes, or
ceases to be, interested in shares in, or debentures of, the
company or any other body corporate, being the company's subsidiary
or holding company or a subsidiary of the company's holding company;
( b ) the entering into by him of a contract to sell any such
shares or debentures;
( c ) the assignment by him of a right granted to him by the
company to subscribe for shares in, or debentures of, the company;
and
( d ) the grant to him by another body corporate, being the
company's subsidiary or holding company or a subsidiary of the
company's holding company, of a right to subscribe for shares in,
or debentures of, that other body corporate, the exercise of such a
right granted to him and the assignment by him of such a right so
granted;
stating the number or amount, and class, of shares or debentures
involved.
(3) The provisions of section 54 shall have effect for the
interpretation of, and otherwise in relation to, subsections (1) and
(2).
(4) Section 56 shall have effect with respect to the periods within
which obligations imposed by subsections (1) and (2) on persons must
be fulfilled by them.
(5) Section 57 shall have effect with respect to certain
circumstances in which obligations imposed by subsections (1) and (2)
are to be treated as not discharged.
(6) In the case of a person who is a director or secretary of a
company at the time when this section comes into operation
subsection (2) shall not require the notification by him of the
occurrence of an event before that time; and that subsection shall
not require the notification by a person of the occurrence of an
event whose occurrence comes to his knowledge after he has ceased
to be a director or secretary.
(7) A person who fails to fulfil, within the proper period, an
obligation to which he is subject by virtue of subsection (1) or
(2) shall be guilty of an offence.
(8) An obligation imposed by this section shall be treated as not
being fulfilled unless the notice by means of which it purports to
be fulfilled is expressed to be given in fulfilment of that
obligation.
(9) This section applies to shadow directors as to directors, but
the making of a notification by a person under this section shall
not, in itself, be proof that the person making the notification is
a shadow director.
(10) Nothing in this section shall operate so as to impose an
obligation with respect to shares in a body corporate which is the
wholly owned subsidiary of another body corporate; and for this
purpose a body corporate shall be deemed to be the wholly owned
subsidiary of another if it has no members but that other and that
other's wholly owned subsidiaries and its or their nominees.
(11) This section and sections 54, 56, 57 and 59 shall have effect
in place of section 190 of the Principal Act and of so much of
section 193 of that Act as relates to section 190, and that
section and so much of section 193 as relates thereto shall,
accordingly, cease to have effect.
COMPANIES ACT 1990 - SECT 54
Nature of an interest within section 53.
54.—(1) The provisions of this section shall apply in determining
for the purposes of section 53 whether a person has an interest in
shares or debentures.
(2) Any reference to an interest in shares or debentures shall be
read as including a reference to any interest of any kind
whatsoever in shares or debentures; and accordingly there shall be
disregarded any restraints or restrictions to which the exercise of
any right attached to the interest is or may be subject.
(3) Where any property is held on trust and any interest in shares
or debentures is comprised in that property, any beneficiary of that
trust who, apart from this subsection, does not have an interest in
the shares or debentures shall be taken to have such an interest;
but this subsection is without prejudice to the following provisions
of this section.
(4) A person shall be taken to have an interest in shares or
debentures if—
( a ) he enters into a contract for their purchase by him
(whether for cash or other consideration); or
( b ) not being the registered holder, he is entitled to exercise
any right conferred by the holding of those shares or debentures or
is entitled to control the exercise of any such right.
(5) A person shall be taken to be interested in shares or
debentures if a body corporate is interested in them and—
( a ) that 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
one-third or more of the voting power at general meetings of that
body corporate.
(6) Where a person is entitled to exercise or control the exercise
of one-third or more of the voting power at general meetings of a
body corporate and 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 "relevant voting power"), then, for
the purposes of subsection (5) (b), the relevant voting power shall
be taken to be exercisable by that person.
(7) A person shall be taken to have an interest in shares or
debentures if, otherwise than by virtue of having an interest under
a trust—
( a ) he has a right to call for delivery of the shares or
debentures to himself or to his order; or
( b ) he has a right to acquire an interest in shares or
debentures or is under an obligation to take an interest in shares
or debentures;
whether in any case the right or obligation is conditional or
absolute.
(8) For the purposes of subsection (4) (b) a person shall be taken
to be entitled to exercise or control the exercise of any right
conferred by the holding of shares or debentures if he has a right
(whether subject to conditions or not) the exercise of which would
make him so entitled or is under an obligation (whether so subject
or not) the fulfilment of which would make him so entitled.
(9) A person shall not by virtue of subsection (4) (b) be taken
to be interested in any shares or debentures by reason only that
he has been appointed a proxy to vote at a specified meeting of a
company or of any class of its members and at any adjournment of
that meeting or 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.
(10) Without prejudice to subsection (2), rights or obligations to
subscribe for any shares or debentures shall not be taken for the
purposes of subsection (7) to be rights to acquire, or obligations
to take, any interest in shares or debentures.
(11) Where persons have a joint interest each of them shall be
deemed to have that interest.
(12) It is immaterial that shares or debentures in which a person
has an interest are unidentifiable.
(13) Delivery to a person's order of shares or debentures in
fulfilment of a contract for the purchase thereof by him or in
satisfaction of a right of his to call for delivery thereof, or
failure to deliver shares or debentures in accordance with the terms
of such a contract or on which such a right falls to be
satisfied, shall be deemed to constitute an event in consequence of
the occurrence of which he ceases to be interested in them, and so
shall the lapse of a person's right to call for delivery of shares
or debentures.
COMPANIES ACT 1990 - SECT 55
Interest to be disregarded.
55.—(1) The following interests shall be disregarded for the purposes
of section 54 and sections 56 to 5858—
( a ) where property is held on trust and an interest in shares
or debentures is comprised in that property, an interest in
reversion or remainder or of a bare trustee and any discretionary
interest;
( b ) an interest of a person subsisting by virtue of—
(i) his holding units in—
(I) a registered unit trust scheme within the meaning of section 3
of the Unit Trusts Act, 1972;
(II) a unit trust to which section 31 of the Capital Gains Tax
Act, 1975, as amended by section 34 of the Finance Act, 1977
relates;
(III) an undertaking for collective investment in transferable
securities, within the meaning of the European Communities
(Undertakings for Collective Investment in Transferable Securities)
Regulations, 1989 (S.I. No. 78 of 1989);
(ii) a scheme made under section 46 of the Charities Act, 1961;
( c ) an interest for the life of himself or another of a person
under a settlement in the case of which the property comprised in
the settlement consists of or includes shares or debentures, and the
conditions mentioned in subsection (3) are satisfied;
( d ) an interest in shares or debentures held by a member of a
recognised stock exchange carrying on business as a stock broker
which is held by way of security only for the purposes of a
transaction entered into by the person or body concerned in the
ordinary course of business of such person or body;
( e ) such interests, or interests of such a class, as may be
prescribed for the purposes of this paragraph by regulations made by
the Minister.
(2) A person shall not by virtue of section 54 (4) (b) be taken
to be interested in shares or debentures by reason only that he
has been appointed a proxy to vote at a specified meeting of a
company or of any class of its members and at any adjournment of
that meeting, or 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.
(3) The conditions referred to in subsection (1) (c) are, in
relation to a settlement—
( a ) that it is irrevocable, and
( b ) that the settlor (within the meaning of section 96 of the
Income Tax Act, 1967) has no interest in any income arising under,
or property comprised in, the settlement.
COMPANIES ACT 1990 - SECT 56
Periods within which obligations under section 53 must be discharged.
56.—(1) An obligation imposed on a person by section 53 (1) to
notify an interest must, if he knows of the existence of the
interest on the relevant day (that is to say, in a case in which
he is a director or secretary at the beginning of the day on
which that section comes into operation, the last previous day, and,
in a case in which he thereafter becomes a director or secretary,
the day on which he becomes it), be fulfilled before the expiration
of the period of five days beginning with the day next following
the relevant day; otherwise it must be fulfilled before the
expiration of the period of five days beginning with the day next
following that on which the existence of the interest comes to his
knowledge.
(2) An obligation imposed on a person by section 53 (2) to notify
the occurrence of an event must, if at the time at which the
event occurs he knows of its occurrence, be fulfilled before the
expiration of the period of five days beginning with the day next
following that on which it occurs; otherwise, it must be fulfilled
before the expiration of the period of five days beginning with the
day next following that on which the occurrence of the event comes
to his knowledge.
COMPANIES ACT 1990 - SECT 57
Circumstances in which obligation under section 53 is not discharged.
57.—(1) Where an event of whose occurrence a director or secretary
is, by virtue of section 53 (2) (a), under obligation to notify a
company consists of his entering into a contract for the purchase
by him of shares or debentures, the obligation shall be taken not
to be discharged in the absence of inclusion in the notice of a
statement of the price to be paid by him under the contract, and
an obligation imposed on a director or secretary by virtue of
section 53 (2) (b) shall be taken not to be discharged in the
absence of inclusion in the notice of the price to be received by
him under the contract.
(2) An obligation imposed on a director or secretary by virtue of
section 53 (2) (c) to notify a company shall be taken not to be
discharged in the absence of inclusion in the notice of a statement
of the consideration for the assignment (or, if it be the case
that there is no consideration, that fact), and where an event of
whose occurrence a director is, by virtue of section 53 (2) (d),
under obligation to notify) a company consists in his assigning a
right, the obligation shall be taken not to be discharged in the
absence of inclusion in the notice of a similar statement.
(3) Where an event of whose occurrence a director or secretary is,
by virtue of section 53 (2) (d), under obligation to notify a
company consists in the grant to him of a right to subscribe for
shares or debentures, the obligation shall not be taken to be
discharged in the absence of inclusion in the notice of a statement
of—
( a ) the date on which the right was granted,
( b ) the period during which or time at which the right is
exercisable,
( c ) the consideration for the grant (or, if it be the case
that there is no consideration, that fact), and
( d ) the price to be paid for the shares or debentures.
(4) Where an event of whose occurrence a director or secretary is,
by virtue of section 53 (2) (d), under obligation to notify a
company consists in the exercise of a right granted to him to
subscribe for shares or debentures, the obligation shall be taken
not to be discharged in the absence of inclusion in the notice of
a statement of—
( a ) the number of shares or amount of debentures in respect of
which the right was exercised, and
( b ) if it be the case that they were registered in his name,
that fact, and, if not, the name or names of the person or
persons in whose name or names they were registered,
together (if they were registered in the names of two persons or
more) with the number or amount thereof registered in the name of
each of them.
(5) For the purposes of this section any reference, however
expressed, to any price paid, given or received in respect of any
interest in shares or debentures shall be construed as including a
reference to any consideration other than money given or received in
respect of any such interest.
COMPANIES ACT 1990 - SECT 58
Other provisions relating to notification.
58.—(1) Where a person authorises any other person ("the agent") to
acquire or dispose of, on his behalf, interests in shares in, or
debentures of, a company, he shall secure that the agent notifies
him immediately of acquisitions or disposals of interests in such
shares or debentures effected by the agent which will or may give
rise to any obligation on his part to make a notification under
this Chapter with respect to his interest in those shares or
debentures.
(2) An obligation to make any notification imposed on any person by
this Chapter shall be treated as not being fulfilled unless the
notice by means of which it purports to be fulfilled identifies him
and gives his address.
(3) Where a person fails to fulfil, within the proper period, an
obligation to which he is subject by virtue of section 53, no
right or interest of any kind whatsoever in respect of the shares
or debentures concerned shall be enforceable by him, whether directly
or indirectly, by action or legal proceeding.
(4) Where any right or interest is restricted under subsection (3),
any person in default under that subsection or any other person
affected by such restriction may apply to the court for relief
against a disability imposed by or arising out of subsection (3)
and the court on being satisfied that the default was accidental,
or due to inadvertence, or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may grant
such relief either generally, or as respects any particular right or
interest on such terms and conditions as it sees fit.
(5) Where an applicant for relief under subsection (4) is a person
referred to in subsection (3), the court may not grant such relief
if it appears that the default has arisen as a result of any
deliberate act or omission on the part of the applicant.
(6) Subsection (3) shall not apply to an obligation relating to a
person ceasing to be interested in shares in, or debentures of, a
company.
(7) A person who fails without reasonable excuse to comply with
subsection (1) shall be guilty of an offence.
COMPANIES ACT 1990 - SECT 59
Register of interests.
59.—(1) Every company shall keep a register for the purposes of
section 53.
(2) Whenever the company receives information from a director or
secretary in consequence of the fulfilment of an obligation imposed
on him by that section, the company shall enter in the register,
against the name of that person, that information and the date of
the entry.
(3) Every company shall, whenever it grants to a director or
secretary a right to subscribe for shares in, or debentures of, the
company, enter in the register against his name—
( a ) the date on which the right is granted,
( b ) the period during which or time at which it is exercisable,
( c ) the consideration for the grant (or, if it be the case
that there is no consideration, that fact), and
( d ) the description of shares or debentures involved and the
number or amount thereof, and the price to be paid therefor.
(4) Whenever such a right as is mentioned in subsection (3) is
exercised by a director or secretary, the company shall enter in
the said register against his name that fact (identifying the
right), the number or amount of shares or debentures in respect of
which it is exercised and, if it be the case that they were
registered in his name, that fact, and, if not, the name or names
of the person or persons in whose name or names they were
registered, together (if they were registered in the names of two
persons or more) with the number or amount thereof registered in
the name of each of them.
(5) This section applies to shadow directors as to directors.
COMPANIES ACT 1990 - SECT 60
Provisions relating to register.
60.—(1) The register to be kept under section 59 shall be so made
up that the entries therein against the several names inscribed
therein appear in chronological order.
(2) An obligation imposed by section 59 (2) to (4) shall be
fulfilled before the expiration of the period of 3 days beginning
with the day next following that on which it arises.
(3) The nature and extent of an interest recorded in the said
register of a director or secretary in any shares or debentures
shall, if he so requires, be recorded in the said register.
(4) The company shall not, by virtue of anything done for the
purposes of this section, be affected with notice of, or put upon
inquiry as to, the rights of any person in relation to any shares
or debentures.
(5) The said register shall—
( a ) if the company's register of members is kept at its
registered office, be kept there;
( b ) if the company's register of members is not so kept, be
kept at the company's registered office or at the place where its
register of members is kept;
and shall during business hours (subject to such reasonable
restrictions as the company in general meeting may impose, so that
not less than two hours in each day be allowed for inspection) be
open to the inspection of any member of the company without charge
and of any other person on payment of 30p or such less sum as
the company may prescribe for each inspection.
(6) The company shall send notice to the registrar of companies of
the place where the said register is kept and of any change in
that place, save in a case in which it has at all times been
kept at its registered office.
(7) Unless the said register is in such a form as to constitute
in itself an index, the company shall keep an index of the names
entered therein which shall—
( a ) in respect of each name, contain a sufficient indication to
enable the information inscribed against it to be readily found; and
( b ) be kept at the same place as the said register;
and the company shall, within 14 days after the date on which a
name is entered in the said register, make any necessary alteration
in the index.
(8) Any member of the company or other person may require a copy
of the said register, or of any part thereof, on payment of 15p
or such less sum as the company may prescribe, for every hundred
words or fractional part thereof required to be copied.
The company shall cause any copy so required by any person to be
sent to that person within the period of 10 days beginning with
the day next following that on which the requirement is received by
the company.
(9) The said register shall also be and remain open and accessible
to any person attending the company's annual general meeting at
least one quarter hour before the appointed time for the
commencement of the meeting and during the continuance of the
meeting.
(10) If default is made in compliance with subsection (9), the
company and every officer of the company who is in default shall
be guilty of an offence and shall be liable to a fine not
exceeding £1,000; and if default is made for 14 days in complying
with subsection (6) the company and every officer of the company
who is in default shall be liable to a fine not exceeding £1,000;
and if default is made in complying with section 59 or with
subsection (1), (2) or (7) of this section or if an inspection
required under this section is refused or any copy required
thereunder is not sent within the proper period the company and
every officer of the company who is in default shall be liable to
a fine not exceeding £1,000.
(11) In the case of a refusal of an inspection required under this
section of the said register, the court may by order compel an
immediate inspection thereof; and in the case of a failure to send
within the proper period a copy required under this section, the
court may by order direct that the copy required shall be sent to
the person requiring it.
COMPANIES ACT 1990 - SECT 61
Removal of entries from register.
61.—(1) A company may remove an entry against a person's name from
the register of interests in shares and debentures kept under
section 59 if more than 6 years has elapsed since the date of the
entry being made, and either—
( a ) that entry recorded the fact that the person in question
has ceased to have an interest notifiable under this Chapter in
shares in, or debentures of, the company, or
( b ) it has been superseded by a later entry made under the
said section 59 against the same person's name;
and in a case within paragraph (a) the company may also remove
that person's name from the register.
(2) Where a name is removed from a company's register of interests
in shares or debentures in pursuance of subsection (1), the company
shall within 14 days of the date of that removal make any
necessary alterations in any associated index.
(3) If default is made in complying with subsection (2), the
company and every officer of it who is in default shall be guilty
of an offence and liable to a fine.
COMPANIES ACT 1990 - SECT 62
Entries, when not to be removed.
62.—(1) Entries in a company's register of interests in shares and
debentures under this Chapter shall not be deleted except in
accordance with section 61.
(2) If an entry is deleted from a company's register of interests
in shares in contravention of subsection (1), the company shall
restore that entry to the register as soon as is reasonable and
practicable.
(3) If default is made in complying with subsection (1) or (2),
the company and every officer of it who is in default shall be
guilty of an offence and liable to a fine.
COMPANIES ACT 1990 - SECT 63
Disclosure of interests in directors' report.
63.—(1) Subject to subsection (2), the directors' report or the
notes to the company's accounts in respect of a financial year
shall, as respects each person who, at the end of that year, was
a director of the company, state—
( a ) whether or not he was, at the end of that year, interested
in shares in, or debentures of, the company or any other body
corporate being the company's subsidiary or holding company or a
subsidiary of the company's holding company;
( b ) if he was so interested—
(i) the number and amount of shares in, and debentures of, each
body (specifying it) in which he was then interested,
(ii) whether or not he was, at the beginning of that year (or, if
he was not then a director, when he became a director), interested
in shares in, or debentures of, the company or any other such body
corporate, and,
(iii) if he was, the number and amount of shares in, and
debentures of, each body (specifying it) in which he was interested
at the beginning of that year or, as the case may be, when he
became a director.
(2) The reference in subsection (1) to the directors' report and
the notes to the company's accounts are references to the report
and notes respectively which are required by virtue of the Companies
(Amendment) Act, 1986 to be annexed to the Annual Return and where
a company does not annex the report of the directors, as permitted
by section 10 (2) of the aforementioned Act, the information
required in subsection (1) shall be contained in the notes to the
company's accounts.
(3) The references in subsection (1) to the time when a person
became a director shall, in the case of a person who became a
director on more than one occasion, be construed as referring to
the time when he first became a director.
(4) For the purposes of this section "the directors' report" means
the report by the directors of a company which, by section 158 (1)
of The Principal Act, is required to be attached to every balance
sheet of the company.
(5) The information required by subsection (1) to be given in
respect of the directors of the company shall also be given in
respect of the person who was the secretary of the company at the
end of the financial year concerned.
COMPANIES ACT 1990 - SECT 64
Extension of section 53 to spouses and children.
64.—(1) For the purposes of section 53—
( a ) an interest of the spouse of a director or secretary of a
company (not being himself or herself a director or secretary
thereof) in shares or debentures shall be treated as being the
director's or secretary's interest, and
( b ) the same applies to an interest of a minor child of a
director or secretary of a company (not being himself or herself a
director or secretary thereof) in shares or debentures.
(2) For those purposes—
( a ) a contract, assignment or right of subscription entered into,
exercised or made by, or grant made to, the spouse of a director
or secretary of a company (not being himself or herself a director
or secretary thereof) shall be treated as having been entered into,
exercised or made by, or, as the case may be, as having been made
to, the director or secretary, and
( b ) the same applies to a contract, assignment or right of
subscription entered into, exercised or made by, or grant made to,
a minor child of a director or secretary of a company (not being
himself or herself a director or secretary thereof).
(3) A director or secretary of a company shall be under obligation
to notify the company in writing of the occurrence, while he or
she is director or secretary, of either of the following events,
namely—
( a ) the grant to his or her spouse or minor child by the
company, of a right to subscribe for shares in, or debentures of,
the company; and
( b ) the exercise by the spouse or minor child of such a right
as aforesaid granted by the company to the spouse or child.
(4) In a notice given to the company under subsection (3) there
shall be stated—
( a ) in the case of the grant of a right, the like information
as is required by section 53 to be stated by the director or
secretary on the grant to him by another body corporate of a right
to subscribe for shares in, or debentures of, that other body
corporate, and
( b ) in the case of the exercise of a right, the like
information as is required by that section to be stated by the
director or secretary on the exercise of a right granted to him by
another body corporate to subscribe for shares in, or debentures of,
that other body corporate.
(5) An obligation imposed by subsection (3) on a director or
secretary must be fulfilled by him before the expiration of the
period of 5 days beginning with the day next following that on
which the occurrence of the event that gives rise to it comes to
his knowledge.
(6) A person who fails to fulfil, within the proper period, an
obligation to which he is subject under subsection (3) shall be
guilty of an offence.
(7) The provisions set out in sections 54 and 55 shall have effect
for the interpretation of, and otherwise in relation to, subsections
(1) and (2), and subsections (8) and (9) of section 53 shall, with
any requisite modification, have effect for the purposes of this
section as they have effect for the purposes of that section.
(8) For the purposes of section 59 an obligation imposed on a
director or secretary by this section shall be treated as if
imposed by section 53.
COMPANIES ACT 1990 - SECT 65
Duty of company to notify stock exchange.
65.—(1) Whenever a company in the case of whose shares or
debentures dealing facilities are provided by a recognised stock
exchange is notified of any matter by a director or secretary in
consequence of the fulfilment of an obligation imposed on him by
section 53 or 64, and that matter relates to shares or debentures
for which such dealing facilities are provided, the company shall be
under an obligation to notify that stock exchange of that matter;
and the stock exchange may publish, in such manner as it may
determine, any information received by it under this subsection.
(2) An obligation imposed by subsection (1) must be fulfilled before
the end of the day next following that on which it arises.
(3) If default is made in complying with this section, the company
and every officer of the company who is in default shall be guilty
of an offence.
COMPANIES ACT 1990 - SECT 66
Investigation of share dealing.
66.—(1) If it appears to the Minister that there are circumstances
suggesting that contraventions may have occurred, in relation to
shares in, or debentures of, a company, of section 30, 53 or 64
(3) to (5) he may appoint one or more competent inspectors to
carry out such investigations as are requisite to establish whether
or not contraventions have occurred as aforesaid and to report the
result of their investigations to the Minister.
(2) The appointment under this section of an inspector may limit
the period to which his investigation is to extend or confine it
to shares or debentures of a particular class or both.
(3) For the purposes of any investigation under this section,
section 10 shall apply—
( a ) with the substitution, for references to any other body
corporate whose affairs are investigated by virtue of section 9, of
a reference to any other body corporate which is, or has at any
relevant time been, the company's subsidiary or holding company, and
( b ) with the necessary modification of the reference, in section
10 (5), to the affairs of the company or other body corporate, so,
however, that it shall apply to members of a recognised stock
exchange who are individuals and to officers (past as well as
present) of members of such an exchange who are bodies corporate as
it applies to officers of the company or of the other body
corporate.
(4) The inspectors may, and, if so directed by the Minister, shall,
make interim reports to the Minister, and, on the conclusion of the
investigation, shall make a final report to the Minister.
(5) Any such report shall be written or printed, as the Minister
may direct, and the Minister may cause it to be published.
(6) Sections 9, 16 to 18, 22, 23 (1) and 23 (3) shall, with any
necessary modifications, apply for the purposes of this section.
(7) The expenses of an investigation under this section shall be
defrayed by the Minister.
(8) Where a person is convicted of an offence on a prosecution
instituted as a result of the investigation the High Court may, on
the application of the Minister, order that person to pay the said
expenses to such extent as the court may direct.
CHAPTER 2
Individual and Group Acquisitions
COMPANIES ACT 1990 - SECT 67
Obligation of disclosure and the cases in which it may arise.
67.—(1) Where a person either—
( a ) to his knowledge acquires an interest in shares comprised in
a public limited company's relevant share capital, or ceases to be
interested in shares so comprised (whether or not retaining an
interest in other shares so comprised), or
( b ) becomes aware that he has acquired an interest in shares so
comprised or that he has ceased to be interested in shares so
comprised in which he was previously interested,
then, subject to the provisions of sections 68 to 79, he shall be
under an obligation ("the obligation of disclosure") to make
notification to the company of the interests which he has, or had,
in its shares.
(2) In relation to a public limited company, "relevant share
capital" means the company's issued share capital of a class
carrying rights to vote in all circumstances at general meetings of
the company and it is hereby declared for the avoidance of doubt
that—
( a ) where a company's relevant share capital is divided into
different classes of shares, references in this Chapter to a
percentage of the nominal value of its relevant share capital are
to a percentage of the nominal value of the issued shares comprised
in each of the classes taken separately, and
( b ) the temporary suspension of voting rights in respect of
shares comprised in issued share capital of a company of any such
class does not affect the application of this Chapter in relation
to interests in those or any other shares comprised in that class.
(3) Where, otherwise than in circumstances within subsection (1), a
person—
( a ) is aware at the time when it occurs of any change of
circumstances affecting facts relevant to the application of the next
following section to an existing interest of his in shares comprised
in a company's share capital of any description, or
( b ) otherwise becomes aware of any such facts (whether or not
arising from any such change of circumstances),
then, subject to the provisions of sections 68 to 79, he shall be
under the obligation of disclosure.
(4) The acquisition by any person of an interest in shares or
debentures of a company registered in the State shall be deemed to
be a consent by that person to the disclosure by him, his agents
or intermediaries of any information required to be disclosed in
relation to shares or debentures by the Companies Acts.
COMPANIES ACT 1990 - SECT 68
Interests to be disclosed.
68.—(1) For the purposes of the obligation of disclosure, the
interests to be taken into account are those in relevant share
capital of the company concerned.
(2) A person has a notifiable interest at any time when he is
interested in shares comprised in that share capital of an aggregate
nominal value equal to or more than the percentage of the nominal
value of that share capital which is for the time being the
notifiable percentage.
(3) All facts relevant to determining whether a person has a
notifiable interest at any time (or the percentage level of his
interest) are taken to be what he knows the facts to be at that
time.
(4) The obligation of disclosure arises under section 67 (1) or (3
) where the person has a notifiable interest immediately after the
relevant time, but did not have such an interest immediately before
that time.
(5) The obligation also arises under section 67 (1) where—
( a ) the person had a notifiable interest immediately before the
relevant time, but does not have such an interest immediately after
it, or
( b ) he had a notifiable interest immediately before that time,
and has such an interest immediately after it, but the percentage
levels of his interest immediately before and immediately after that
time are not the same.
(6) For the purposes of this section, "the relevant time" means—
( a ) in a case within section 67 (1) (a) or (3) (a), the time
of the event or change of circumstances there mentioned, and
( b ) in a case within section 67 (1) (b) or (3) (b), the time
at which the person became aware of the facts in question.
COMPANIES ACT 1990 - SECT 69
"Percentage level" in relation to notifiable interests.
69.—(1) Subject to the qualification mentioned below, "percentage in
relation to level", in section 68 (5) (b), means the percentage
figure found by expressing the aggregate nominal value of all the
shares comprised in the share capital concerned in which the person
is interested immediately before or (as the case may be) immediately
after the relevant time as a percentage of the nominal value of
that share capital and rounding that figure down, if it is not a
whole number, to the next whole number.
(2) Where the nominal value of the share capital is greater
immediately after the relevant time than it was immediately before,
the percentage level of the person's interest immediately before (as
well as immediately after) that time is determined by reference to
the larger amount.
COMPANIES ACT 1990 - SECT 70
The notifiable percentage.
70.—(1) The reference in section 68 (2) to the notifiable percentage
percentage. is to 5 per cent, or such other percentage as may be
prescribed by the Minister under this section.
(2) The Minister may prescribe the percentage to apply in
determining whether a person's interest in a company's shares is
notifiable under section 67; and different percentages may be
prescribed in relation to companies of different classes or
descriptions.
(3) Where in consequence of a reduction prescribed under this
section in the percentage made by such order a person's interest in
a company's shares becomes notifiable, he shall then come under the
obligation of disclosure in respect of it; and the obligation must
be performed within the period of 10 days next following the day
on which it arises.
COMPANIES ACT 1990 - SECT 71
Particulars to be contained in notification.
71.—(1) Subject to section 70 (3) a person's obligation to make a
notification under section 67 must be performed within the period of
5 days next following the day on which the obligation arises; and
the notification must be in writing to the company.
(2) The notification must specify the share capital to which it
relates, and must also—
( a ) state the number of shares comprised in that share capital
in which the person making the notification knows he was interested
immediately after the time when the obligation arose, or
( b ) in a case where the person no longer has a notifiable
interest in shares comprised in that share capital, state that he
no longer has that interest.
(3) A notification with respect to a person's interest in a
company's relevant share capital (other than one stating that he no
longer has a notifiable interest in shares comprised in that share
capital) shall include particulars of—
( a ) the identity of each registered holder of shares to which
the notification relates, and
( b ) the number of those shares held by each such registered
holder,
so far as known to the person making the notification at the date
when the notification is made.
(4) A person who has an interest in shares comprised in a
company's relevant share capital, that interest being notifiable, is
under obligation to notify the company in writing—
( a ) of any particulars in relation to those shares which are
specified in subsection (3), and
( b ) of any change in those particulars,
of which in either case he becomes aware at any time after any
interest notification date and before the first occasion following
that date on which he comes under any further obligation of
disclosure with respect to his interest in shares comprised in that
share capital.
An obligation arising under this section must be performed within
the period of 5 days next following the day on which it arises.
(5) The reference in subsection (4) to an interest notification
date, in relation to a person's interest in shares comprised in a
public limited company's relevant share capital, is to either of the
following—
( a ) the date of any notification made by him with respect to
his interest under this Part, and
( b ) where he has failed to make a notification, the date on
which the period allowed for making it came to an end.
(6) A person who at any time has an interest in shares which is
notifiable is to be regarded under subsection (4) as continuing to
have a notifiable interest in them unless and until he comes under
obligation to make a notification stating that he no longer has
such an interest in those shares.
COMPANIES ACT 1990 - SECT 72
Notification of family and corporate interests.
72.—(1) For the purposes of sections 67 to 7171 a person is taken
to be interested in any shares in which his spouse or any minor
child of his is interested.
(2) For those purposes, a person is taken to be interested in
shares if a body corporate is interested in them and—
( a ) that body 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
one-third or more of the voting power at general meetings of that
body corporate.
(3) Where a person is entitled to exercise or control the exercise
of one-third or more of the voting power at general meetings of a
body corporate and 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 effective voting power") then, for
the purposes of subsection (2) (b), the effective voting power is
taken as exercisable by that person.
(4) For the purposes of subsections (2) and (3) a person is
entitled to exercise or control the exercise of voting power if—
( a ) he has a right (whether subject to conditions or not) the
exercise of which would make him so entitled, or
( b ) he is under an obligation (whether or not so subject) the
fulfilment of which would make him so entitled.
COMPANIES ACT 1990 - SECT 73
Agreement to acquire interests in a public limited company.
73.—(1) Subject to the following provisions of this section an
agreement between two or more persons which includes provision for
the acquisition by any one or more of the parties to the agreement
of interests in shares comprised in relevant share capital of a
particular public limited company ("the target company") is an
agreement to which this section applies if—
( a ) it also includes provisions imposing obligations or
restrictions on any one or more of the parties to the agreement
with respect to their use, retention or disposal of interests in
that company's shares acquired in pursuance of the agreement (whether
or not together with any other interests of theirs in that
company's shares to which the agreement relates); and
( b ) any interest in the company's shares is in fact acquired by
any of the parties in pursuance of the agreement;
and in relation to such an agreement references in this section,
and in sections 74 and 75, to the target company are to the
company which is the target company for that agreement in accordance
with this section.
(2) The reference in subsection (1) (a) to the use of interests in
shares in the target company is to the exercise of any rights or
of any control or influence arising from those interests (including
the right to enter into any agreement for the exercise, or for
control of the exercise, of any of those rights by another person).
(3) Once any interest in shares in the target company has been
acquired in pursuance of such an agreement as is mentioned above,
this section continues to apply to that agreement irrespective of—
( a ) whether or not any further acquisitions of interests in the
company's shares take place in pursuance of the agreement, and
( b ) any change in the persons who are for the time being
parties to it, and
( c ) any variation of the agreement, so long as the agreement
continues to include provisions of any description mentioned in
subsection (1) (a).
References in this subsection to the agreement include any agreement
having effect (whether directly or indirectly) in substitution for
the original agreement.
(4) In this section, and also in references elsewhere in this Part
to an agreement to which this section applies, "agreement" includes
any agreement or arrangement; and references in this section to
provisions of an agreement—
( a ) accordingly include undertakings, expectations or under
standings operative under any arrangement, and
( b ) (without prejudice to the above) also include any provisions,
whether express or implied and whether absolute or not.
(5) This section does not apply to an agreement which is not
legally binding unless it involves mutuality in the undertakings,
expectations or understandings of the parties to it; nor does the
section apply to an agreement to underwrite or sub-underwrite any
offer of shares in a company, provided the agreement is confined to
that purpose and any matters incidental to it.
COMPANIES ACT 1990 - SECT 74
Obligations of disclosure arising under section 73.
74.—(1) In the case of an agreement to which section 73 applies,
each party to the agreement shall be taken (for purposes of the
obligation of disclosure) to be interested in all shares in the
target company in which any other party to it is interested apart
from the agreement (whether or not the interest of the other party
in question was acquired, or includes any interest which was
acquired, in pursuance of the agreement).
(2) For those purposes, and also for those of section 75, an
interest of a party to such an agreement in shares in the target
company is an interest apart from the agreement if he is interested
in those shares otherwise than by virtue of the application of
section 73 and this section in relation to the agreement.
(3) Accordingly, any such interest of the person (apart from the
agreement) includes for those purposes any interest treated as his
under section 72 or by the application of section 73 and this
section in relation to any other agreement with respect to shares
in the target company to which he is a party.
(4) A notification with respect to his interest in shares in the
target company made to that company under this Part by a person
who is for the time being a party to an agreement to which
section 73 applies shall—
( a ) state that the person making the notification is a party to
such an agreement,
( b ) include the names and (so far as known to him) the
addresses of the other parties to the agreement, identifying them as
such, and
( c ) state whether or not any of the shares to which the
notification relates are shares in which he is interested by virtue
of section 73 and this section and, if so, the number of those
shares.
(5) Where a person makes a notification to a company under this
Part in consequence of ceasing to be interested in any shares of
that company by virtue of the fact that he or any other person
has ceased to be a party to an agreement to which section 73
applies, the notification shall include a statement that he or that
other person has ceased to be a party to the agreement (as the
case may require) and also (in the latter case) the name and (if
known to him) the address of that other.
COMPANIES ACT 1990 - SECT 75
Obligation of persons acting together to keep each other informed.
75.—(1) A person who is a party to an agreement to which section
73 applies shall be subject to the requirements of this section at
any each other time when—
( a ) the target company is a public limited company, and he
knows it to be so, and
( b ) the shares in that company to which the agreement relates
consist of or include shares comprised in relevant share capital of
the company, and he knows that to be the case, and
( c ) he knows the facts which make the agreement one to which
section 73 applies.
(2) Such a person shall be under obligation to notify every other
party to the agreement, in writing, of the relevant particulars of
his interest (if any) apart from the agreement in shares comprised
in relevant share capital of the target company—
( a ) on his first becoming subject to the requirements of this
section, and
( b ) on each occurrence after that time while he is still
subject to those requirements of any event or circumstances within
section 67 (1) (as it applies to his case otherwise than by
reference to interests treated as his under section 74 as applying
to that agreement).
(3) The relevant particulars to be notified under subsection (2)
are—
( a ) the number of shares (if any) comprised in the target
company's relevant share capital in which the person giving the
notice would be required to state his interest if he were under
the obligation of disclosure with respect to that interest (apart
from the agreement) immediately after the time when the obligation
to give notice under subsection (2) arose, and
( b ) the relevant particulars with respect to the registered
ownership of those shares, so far as known to him at the date of
the notice.
(4) A person who is for the time being subject to the requirements
of this section shall be under obligation to notify every other
party to the agreement, in writing—
( a ) of any relevant particulars with respect to the registered
ownership of any shares comprised in relevant share capital of the
target company in which he is interested apart from the agreement,
and
( b ) of any change in those particulars, of which in either case
he becomes aware at any time after any interest notification date
and before the first occasion following that date on which he
becomes subject to any further obligation to give notice under
subsection (2) with respect to his interest in shares comprised in
that share capital.
(5) The reference in subsection (4) to an interest notification
date, in relation to a person's interest in shares comprised in the
target company's relevant share capital, is to either of the
following—
( a ) the date of any notice given by him with respect to his
interest under subsection (2), and
( b ) where he has failed to give that notice, the date on which
the period allowed by this section for giving the notice came to
an end.
(6) A person who is a party to an agreement to which section 73
applies shall be under an obligation to notify each other party to
the agreement, in writing, of his current address—
( a ) on his first becoming subject to the requirements of this
section, and
( b ) on any change in his address occurring after that time and
while he is still subject to those requirements.
(7) A reference to the relevant particulars with respect to the
registered ownership of shares is to such particulars in relation to
those shares as are mentioned in section 71 (3) (a) or (b).
(8) A person's obligation to give any notice required by this
section to any other person must be performed within the period of
5 days next following the day on which that obligation arose.
COMPANIES ACT 1990 - SECT 76
Interest in shares by attribution.
76.—(1) Where section 67 or 68 refers to a person acquiring an
interest in shares or ceasing to be interested in shares, that
reference in certain cases includes his becoming or ceasing to be
interested in those shares by virtue of another person's interest.
(2) This section applies where he becomes or ceases to be
interested by virtue of section 72 or (as the case may be) section
74 whether—
( a ) by virtue of the fact that the person who is interested in
the shares becomes or ceases to be a person whose interests (if
any) fall by virtue of either section to be treated as his, or
( b ) in consequence of the fact that such a person has become
or ceased to be interested in the shares, or
( c ) in consequence of the fact that he himself becomes or
ceases to be a party to an agreement to which section 73 applies
to which the person interested in the shares is for the time being
a party, or
( d ) in consequence of the fact that an agreement to which both
he and that person are parties becomes or ceases to be one to
which the said section 73 applies.
(3) The person shall be treated under section 67 as knowing he has
acquired an interest in the shares or (as the case may be) that
he has ceased to be interested in them, if and when he knows
both—
( a ) the relevant facts with respect to the other person's
interest in the shares, and
( b ) the relevant facts by virtue of which he himself has become
or ceased to be interested in them in accordance with section 72
or 74.
(4) He shall be deemed to know the relevant facts referred to in
subsection (3) (a) if he knows (whether contemporaneously or not)
either of the subsistence of the other person's interest at any
material time or of the fact that the other has become or ceased
to be interested in the shares at any such time; and "material
time" is any time at which the other's interests (if any) fall or
fell to be treated as his under section 72 or 74.
(5) A person is to be regarded as knowing of the subsistence of
another's interest in shares or (as the case may be) that another
has become or ceased to be interested in shares if he has been
notified under section 75 of facts with respect to the other's
interest which indicate that he is or has become or ceased to be
interested in the shares (whether on his own account or by virtue
of a third party's interest in them).
COMPANIES ACT 1990 - SECT 77
Interests in shares which are to be notified.
77.—(1) This section applies, subject to section 78, in determining
for purposes of sections 67 to 71 whether a person has a
notifiable interest in shares.
(2) A reference to an interest in shares is to be read as
including an interest of any kind whatsoever in the shares.
Accordingly there are to be disregarded any restraints or
restrictions to which the exercise of any right attached to the
interest is or may be subject.
(3) Where property is held on trust and an interest in shares is
comprised in the property, a beneficiary of the trust who apart
from this subsection does not have an interest in the shares is to
be taken as having such an interest; but this subsection is without
prejudice to the following provisions of this section.
(4) A person is taken to have an interest in shares if—
( a ) he enters into a contract for their purchase by him
(whether for cash or other consideration), or
( b ) not being the registered holder, he is entitled to exercise
any right conferred by the holding of the shares or is entitled to
control the exercise of any such right.
(5) For the purposes of subsection (4) (b), a person is entitled
to exercise or control the exercise of any 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 so subject or not) the
fulfilment of which would make him so entitled.
(6) A person is taken to have an interest in shares if, otherwise
than by virtue of having an interest under a trust—
( 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 in any case the right or obligation is conditional or
absolute.
(7) Without prejudice to subsection (2), rights or obligations to
subscribe for any shares shall not be taken for the purposes of
subsection (6) to be rights to acquire, or obligations to take, any
interest in shares.
(8) Where persons have a joint interest each of them shall be
taken to have that interest.
(9) It is immaterial that shares in which a person has an interest
are unidentifiable.
(10) Delivery to a person's order of shares in fulfilment of a
contract for the purchase thereof by him or in satisfaction of a
right of his to call for delivery thereof, or failure to deliver
shares in accordance with the terms of such a contract or on which
such a right falls to be satisfied, shall be deemed to constitute
an event in consequence of the occurrence of which he ceases to be
interested in them, and so shall the lapse of a person's right to
call for delivery of shares.
COMPANIES ACT 1990 - SECT 78
Interest to be disregarded.
78.—(1) The following interests in shares shall be disregarded for
interests to be the purposes of sections 67 to 7171—
( a ) where property is held on trust and an interest in shares
is comprised in that property, an interest in reversion or remainder
or of a bare trustee and any discretionary interest;
( b ) an interest of a person subsisting by virtue of—
(i) his holding units in—
(I) a registered unit trust scheme within the meaning of section 3
of the Unit Trusts Act, 1972;
(II) a unit trust to which section 31 of the Capital Gains Tax
Act, 1975, as amended by section 34 of the Finance Act, 1977,
relates;
(III) an undertaking for collective investment in transferable
securities, within the meaning of the European Communities
(Undertakings for Collective Investment in Transferable Securities)
Regulations, 1989 (S.I. No. 78 of 1989);
or
(ii) a scheme made under section 46 of the Charities Act, 1961;
( c ) an interest for the life of himself or another of a person
under a settlement in the case of which the property comprised in
the settlement consists of or includes shares, and the conditions
mentioned in subsection (3) are satisfied;
( d ) an exempt security interest;
( e ) an interest of the President of the High Court subsisting
by virtue of section 13 of the Succession Act, 1965;
( f ) an interest of the Accountant of the High Court in shares
held by him in accordance with rules of court;
( g ) such interests, or interests of such a class, as may be
prescribed for purposes of this paragraph by regulations made by the
Minister.
(2) A person shall not by virtue of section 77 (4) (b) be taken
to be interested in shares by reason only that he has been
appointed a proxy to vote at a specified meeting of a company or
of any class of its members and at any adjournment of that
meeting, or 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.
(3) The conditions referred to in subsection (1) (c) are, in
relation to a settlement—
( a ) that it is irrevocable, and
( b ) that the settlor (within the meaning of section 96 of the
Income Tax Act, 1967) has no interest in any income arising under,
or property comprised in, the settlement.
(4) An interest in shares is an exempt security interest for
purposes of subsection (1) (d) if—
( a ) it is held by—
(i) the holder of a licence under section 9 of the Central Bank
Act, 1971, or an insurance company within the meaning of the
Insurance Acts, 1909 to 1990,
(ii) a trustee savings bank (within the meaning of the Trustee
Savings Banks Acts, 1863 to 1979) or a Post Office Savings Bank
within the meaning of the Post Office Savings Bank Acts, 1861 to
1958,
(iii) Agricultural Credit Corporation plc or Industrial Credit
Corporation plc,
(iv) a member of a recognised stock exchange carrying on business
as a stockbroker, and
( b ) it is held by way of security only for the purposes of a
transaction entered into by the person or body concerned in the
ordinary course of business of such person or body.
COMPANIES ACT 1990 - SECT 79
Other provisions relating to notification.
79.—(1) Where a person authorises any other person ("the agent") to
acquire or dispose of, on his behalf, interests in shares comprised
in relevant share capital of a public limited company, he shall
secure that the agent notifies him immediately of acquisitions or
disposals of interests in shares so comprised effected by the agent
which will or may give rise to any obligation on his part to make
a notification under this Chapter with respect to his interest in
that share capital.
(2) An obligation to make any notification imposed on any person by
this Chapter shall be treated as not being fulfilled unless the
notice by means of which it purports to be fulfilled identifies him
and gives his address, and in a case where he is a director or
secretary of the company, is expressed to be given in fulfilment of
that obligation.
(3) Where a person—
( a ) fails to fulfil, within the proper period, an obligation to
make any notification required by this Chapter; or
( b ) in purported fulfilment of any such obligation makes to a
company a statement which he knows to be false or recklessly makes
to a company a statement which is false; or
( c ) fails to fulfil, within the proper period, an obligation to
give any other person any notice required by section 75,
no right or interest of any kind whatsoever in respect of any
shares in the company concerned, held by him, shall be enforceable
by him, whether directly or indirectly, by action or legal
proceeding.
(4) Where any right or interest is restricted under subsection (3),
any person in default under that subsection or any other person
affected by such restriction may apply to the court for relief
against a disability imposed by or arising out of subsection (3)
and the court on being satisfied that the default was accidental,
or due to inadvertence, or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may grant
such relief either generally, or as respects any particular right or
interest on such terms and conditions as it sees fit.
(5) Where an applicant for relief under subsection (4) is a person
referred to in subsection (3), the court may not grant such relief
if it appears that the default has arisen as a result of any
deliberate act or omission on the part of the applicant.
(6) Subsection (3) shall not apply to an obligation relating to a
person ceasing to be interested in shares in any company.
(7) A person who—
( a ) fails to fulfil, within the proper period, an obligation of
disclosure imposed on him by this Chapter, or
( b ) fails to fulfil, within the proper period, an obligation to
give any other person a notice required by section 75, or
( c ) fails without reasonable excuse to comply with subsection
(1),
shall be guilty of an offence.
(8) It shall be a defence for a person charged with an offence
under subsection (7) (b) to prove that it was not possible for him
to give the notice to that other person required by section 75
within the proper period, and either—
( a ) that it has not since become possible for him to give the