The Disclosure of Interests in Shares (Amendment) Regulations 1993

Explanatory Note

(This note is not part of the Regulations)

These Regulations amend Part VI of the Companies Act 1985, which imposes an obligation to disclose certain interests in shares comprised in certain issued share capital of public companies. Exemptions from that obligation, contained in that Part and in the Public Company (Disclosure of Interests in Shares) (Exclusions) Regulations 1982(S.I. 1982/677) and the Public Company (Disclosure of Interests in Shares) (Investment Management Exclusion) Regulations 1988 (S.I. 1988/706) and paragraph 48 of Schedule 10 to the Banking Coordination (Second Council Directive) Regulations 1992 (S.I. 1992/3218, which amended S.I. 1988/706) are amended or superseded. In some cases the changes made are because continuance of certain exemptions in their present form would be incompatible with Council Directive 88/627/EEC on the information to be published when a major holding in a listed company is acquired or disposed of. The Regulations come into force on the sixtieth day after the day on which they are made.

Regulation 4 amends section 199 of that Act to make special provision for certain interests in relation to the percentage level of interest constituting a notifiable interest within the meaning of that Part. Amendments to section 198 (regulation 3), section 202 (regulation 6) and section 206 (regulation 7) and the substitution of section 200 (regulation 5) are amendments consequential upon the amendment to section 199 of the Act.

Regulation 8 supersedes section 209 of the Act (interests in shares to be disregarded for the purposes of sections 198 to 202) and the above mentioned Regulations by substituting a new section 209. Exemptions provided under new subsections (1) and (8) are subject to certain conditions as to the control of voting rights attaching to the shares concerned (see subsections (5), (6) and (7)). The exemption provided under subsection (8) is subject to a condition as to intervention in the management of the company. Subsection (10) provides for additional classes of interest to be exempted where the company concerned is not a listed company. Subsection (12) continues the exemption for proxy holders formerly contained in subsection (2) of section 209.

Regulation 9 substitutes a new section for section 220 of the Act (definitions to be applied for Part VI).

Regulation 10 revokes the Public Company (Disclosure of Interests in Shares) (Exclusions) Regulations 1982 (S.I. 1982/677) and the Public Company (Disclosure of Interests in Shares) (Investment Management Exclusion) Regulations 1988 (S.I. 1988/706) and paragraph 48 of Schedule 10 to the Banking Coordination (Second Council Directive) Regulations 1992 (S.I. 1992/3218).

Regulation 11 makes transitional provisions to impose an obligation of disclosure in relation to interests which become notifiable as a result of the coming into force of these Regulations.