• Power of members to require company to act

    • 735. Power of members to require company to act

      (1) The members of a company may require it to exercise its powers under section 725 (notice requiring information about interests in shares).
      (2) A company is required to do so once it has received requests (to the same effect) from members of the company holding at least 10% of such of the paid up capital of the company as carries a right to vote at general meetings of the company (excluding any voting rights attached to any shares in the company held as treasury shares).
      (3) A request—
      (a) may be in hard copy form or in electronic form,
      (b) must—
      (i) state that the company is requested to exercise its powers under section 725,
      (ii) specify the manner in which the company is requested to act, and
      (iii) give reasonable grounds for requiring the company to exercise those powers in the manner specified, and
      (c) must be authenticated by the person or persons making it.

    • 736. Duty of company to comply with requirement

      (1) A company that is required under section 735 to exercise its powers under section 725 (notice requiring information about interests in company's shares) must exercise those powers in the manner specified in the requests.
      (2) If default is made in complying with subsection (1) a contravention of these Regulations is committed by every officer of the company who is in default.
      (3) A person who contravenes these Regulations under this section is liable to a fine of up to level 7.

    • 737. Report to members on outcome of investigation

      (1) On the conclusion of an investigation carried out by a company in pursuance of a requirement under section 735 the company must cause a report of the information received in pursuance of the investigation to be prepared.

      The report must be made available for inspection within a reasonable period (not more than 15 days) after the conclusion of the investigation.
      (2) Where—
      (a) a company undertakes an investigation in pursuance of a requirement under section 735, and
      (b) the investigation is not concluded within three months after the date on which the company became subject to the requirement,
      the company must cause to be prepared in respect of that period, and in respect of each succeeding period of three months ending before the conclusion of the investigation, an interim report of the information received during that period in pursuance of the investigation.
      (3) Each such report must be made available for inspection within a reasonable period (not more than 15 days) after the end of the period to which it relates.
      (4) The reports must be retained by the company for at least six years from the date on which they are first made available for inspection and must be kept available for inspection during that time—
      (a) at the company's registered office, or
      (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
      (5) The company must give notice to the Registrar-
      (a) of the place at which the reports are kept available for inspection, and
      (b) of any change in that place,
      unless they have at all times been kept at the company's registered office or with the company's registered agent.
      (6) The company must within three days of making any report prepared under this section available for inspection, notify the members who made the requests under section 735 where the report is so available.
      (7) For the purposes of this section an investigation carried out by a company in pursuance of a requirement under section 735 is concluded when—
      (a) the company has made all such inquiries as are necessary or expedient for the purposes of the requirement, and
      (b) in the case of each such inquiry-
      (i) a response has been received by the company, or
      (ii) the time allowed for a response has elapsed.

    • 738. Report to members: offences

      (1) If default is made for 14 days in complying with section 737(5) (notice to Registrar of place at which reports made available for inspection) a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (2) A person who contravenes these Regulations under subsection (1) is liable to a level 2 fine.
      (3) If default is made in complying with any other provision of section 737 (report to members on outcome of investigation), a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who contravenes these Regulations under subsection (3) is liable to a level 2 fine.

    • 739. Right to inspect and request copy of reports

      (1) Any report prepared under section 737 must be open to inspection by any person without charge.
      (2) Any person is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such report or any part of it. The copy must be provided within ten days after the request is received by the company.
      (3) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

    • 740. Register of interests disclosed

      (1) The company must keep a register of information received by it in pursuance of a requirement imposed under section 725 (notice requiring information about interests in company's shares).
      (2) A company which receives any such information must, within three (3) days of the receipt, enter in the register—
      (a) the fact that the requirement was imposed and the date on which it was imposed, and
      (b) the information received in pursuance of the requirement.
      (3) The information must be entered against the name of the present holder of the shares in question or, if there is no present holder or the present holder is not known, against the name of the person holding the interest.
      (4) The register must be made up so that the entries against the names entered in it appear in chronological order.
      (5) The company is not by virtue of anything done for the purposes of this section affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares.

    • 741. Register to be kept available for inspection

      (1) The register kept under section 740 (register of interests disclosed) must be kept available for inspection—
      (a) at the company's registered office, or
      (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
      (2) A company must give notice to the Registrar of companies of the place where the register is kept available for inspection and of any change in that place.
      (3) No such notice is required if the register has at all times been kept available for inspection at the company's registered office.
      (4) If default is made in complying with subsection (1), or a company makes default for 14 days in complying with subsection (2), a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (5) A person who contravenes these Regulations under this section is liable to a level 2 fine.

    • 742. Associated index

      (1) Unless the register kept under section 740 (register of interests disclosed) is kept in such a form as itself to constitute an index, the company must keep an index of the names entered in it.
      (2) The company must make any necessary entry or alteration in the index within ten days after the date on which any entry or alteration is made in the register.
      (3) The index must contain, in respect of each name, a sufficient indication to enable the information entered against it to be readily found.
      (4) The index must be at all times kept available for inspection at the same place as the register.
      (5) If default is made in complying with this section, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (6) A person who contravenes these Regulations under this section is liable to a level 3 fine.

    • 743. Rights to inspect and require copy of entries

      (1) The register required to be kept under section 740 (register of interests disclosed), and any associated index, must be open to inspection by any person without charge.
      (2) Any person is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any entry in the register.
      (3) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.
      (4) The request must contain the following information—
      (a) in the case of an individual, his name and address,
      (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organization,
      (c) the purpose for which the information is to be used, and
      (d) whether the information will be disclosed to any other person, and if so—
      (i) where that person is an individual, his name and address,
      (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
      (iii) the purpose for which the information is to be used by that person.

    • 744. Court supervision of purpose for which rights may be exercised

      (1) Where a company receives a request under section 743 (register of interests disclosed: right to inspect and require copy), it must—
      (a) comply with the request if it is satisfied that it is made for a proper purpose, and
      (b) refuse the request if it is not so satisfied.
      (2) If the company refuses the request, it must inform the person making the request, stating the reason why it is not satisfied.
      (3) A person whose request is refused may apply to the Court.
      (4) If an application is made to the Court—
      (a) the person who made the request must notify the company, and
      (b) the company must use its best endeavours to notify any persons whose details would be disclosed if the company were required to comply with the request.
      (5) If the Court is not satisfied that the inspection or copy is sought for a proper purpose, it shall direct the company not to comply with the request.
      (6) If the Court makes such a direction and it appears to the Court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

      The order must contain such provision as appears to the Court appropriate to identify the requests to which it applies.
      (7) If the Court does not direct the company not to comply with the request, the company must comply with the request immediately upon the Court giving its decision or, as the case may be, the proceedings being discontinued.

    • 745. Register of interests disclosed: refusal of inspection or default in providing copy

      (1) If an inspection required under section 743 (register of interests disclosed: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the Court, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (2) A person who contravenes these Regulations under this section is liable to a level 3 fine.
      (3) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

    • 746. Register of interests disclosed: offences in connection with request for or disclosure of information

      (1) It is a contravention of these Regulations for a person knowingly or recklessly to make in a request under section 743 (register of interests disclosed: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.
      (2) It is a contravention of these Regulations for a person in possession of information obtained by exercise of either of the rights conferred by that section—
      (a) to do anything that results in the information being disclosed to another person, or
      (b) to fail to do anything with the result that the information is disclosed to another person,
      knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.
      (3) A person who contravenes these Regulations under this section is liable to a fine of up to level 8.

    • 747. Entries not to be removed from register

      (1) Entries in the register kept under section 740 (register of interests disclosed) must not be deleted except in accordance with-
      section 748 (old entries), or
      section 749 (incorrect entry relating to third party).
      (2) If an entry is deleted in contravention of subsection (1), the company must restore it as soon as reasonably practicable.

    • 748. Removal of entries from register: old entries

      A company may remove an entry from the register kept under section 740 (register of interests disclosed) if more than six years have elapsed since the entry was made.

    • 749. Removal of entries from register: incorrect entry relating to third party

      (1) This section applies where in pursuance of an obligation imposed by a notice under section 725 (notice requiring information about interests in company's shares) a person gives to a company the name and address of another person as being interested in shares in the company.
      (2) That other person may apply to the company for the removal of the entry from the register.
      (3) If the company is satisfied that the information in pursuance of which the entry was made is incorrect, it shall remove the entry.
      (4) If an application under subsection (3) is refused, the applicant may apply to the Court for an order directing the company to remove the entry in question from the register.

      The Court may make such an order if it thinks fit.

    • 750. Adjustment of entry relating to share acquisition agreement

      (1) If a person who is identified in the register kept by a company under section 740 (register of interests disclosed) as being a party to an agreement to which section 756 applies (certain share acquisition agreements) ceases to be a party to the agreement, he may apply to the company for the inclusion of that information in the register.
      (2) If the company is satisfied that he has ceased to be a party to the agreement, it shall record that information (if not already recorded) in every place where his name appears in the register as a party to the agreement.
      (3) If an application under this section is refused (otherwise than on the ground that the information has already been recorded), the applicant may apply to the Court for an order directing the company to include the information in question in the register.

      The Court may make such an order if it thinks fit.

    • 751. Duty of company ceasing to be public company

      (1) If a company ceases to be a public company, it must continue to keep any register kept under section 740 (register of interests disclosed), and any associated index, until the end of the period of six years after it ceased to be such a company.
      (2) If default is made in complying with this section, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (3) A person who contravenes these Regulations under this section is liable to a level 2 fine.

    • 752. Interest in shares: general

      (1) This section applies to determine for the purposes of this Part whether a person has an interest in shares.
      (2) In this Part—
      (a) a reference to an interest in shares includes an interest of any kind whatsoever in the shares, and
      (b) any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.
      (3) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is treated as having an interest in the shares.
      (4) A person is treated as having an interest in shares if—
      (a) he enters into a contract to acquire them, or
      (b) not being the registered holder, he is entitled—
      (i) to exercise any right conferred by the holding of the shares, or
      (ii) 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 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 subject to conditions or not) the fulfilment of which would make him so entitled.
      (6) A person is treated as having 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.
      This applies whether the right or obligation is conditional or absolute.
      (7) Persons having a joint interest are treated as each having that interest.
      (8) It is immaterial that shares in which a person has an interest are unidentifiable.

    • 753. Interest in shares: right to subscribe for shares

      (1) Section 725 (notice by company requiring information about interests in its shares) applies in relation to a person who has, or previously had, or is or was entitled to acquire, a right to subscribe for shares in the company as it applies in relation to a person who is or was interested in shares in that company.
      (2) References in that section to an interest in shares shall be read accordingly.

    • 754. Interest in shares: family interests

      For the purposes of this Part a person is taken to be interested in shares in which—

      (a) his spouse,
      (b) any infant child or step-child of his, or
      (c) either of his parents,

      is interested.

    • 755. Interest in shares: corporate interests

      (1) For the purposes of this Part a person is taken to be interested in shares if a body corporate is interested in them and—
      (a) the 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 the body.
      (2) For the purposes of this section a person is treated as entitled to exercise or control the exercise of voting power if—
      (a) another body corporate is entitled to exercise or control the exercise of that voting power, and
      (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) For the purposes of this section a person is treated as entitled to exercise or control the exercise of voting power if—
      (a) he has a right (whether or not subject to conditions) the exercise of which would make him so entitled, or
      (b) he is under an obligation (whether or not subject to conditions) the fulfilment of which would make him so entitled.

    • 756. Interest in shares: agreement to acquire interests in a particular company

      (1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in shares of a particular public company (the "target company" for that agreement).
      (2) This section applies to such an agreement if—
      (a) the agreement includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of their interests in the shares of the target company acquired in pursuance of the agreement (whether or not together with any other interests of theirs in the company's shares to which the agreement relates), and
      (b) an interest in the target company's shares is in fact acquired by any of the parties in pursuance of the agreement.
      (3) The reference in subsection (2) 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 an agreement for the exercise, or for control of the exercise, of any of those rights by another person).
      (4) Once an interest in shares in the target company has been acquired in pursuance of the agreement, this section continues to apply to the agreement so long as the agreement continues to include provisions of any description mentioned in subsection (2).

      This applies irrespective of—
      (a) whether or not any further acquisitions of interests in the company's shares take place in pursuance of the agreement,
      (b) any change in the persons who are for the time being parties to it,
      (c) any variation of the agreement.
      References in this subsection to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.
      (5) In this section—
      (a) "agreement" includes any agreement or arrangement, and
      (b) references to provisions of an agreement include—
      (i) undertakings, expectations or understandings operative under an arrangement, and
      (ii) any provision whether express or implied and whether absolute or not.
      References elsewhere in this Part to an agreement to which this section applies have a corresponding meaning.
      (6) This section does not apply—
      (a) to an agreement that is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it, or
      (b) to an agreement to underwrite or sub-underwrite an offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.

    • 757. Extent of obligation in case of share acquisition agreement

      (1) For the purposes of this Part each party to an agreement to which section 756 applies is treated as interested in all shares in the target company in which any other party to the agreement is interested apart from the agreement (whether or not the interest of the other party was acquired, or includes any interest that was acquired, in pursuance of the agreement).
      (2) For those purposes 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 756 (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 754 or 755 (family or corporate interests) or by the application of section 756 (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 the company under this Part by a person who is for the time being a party to an agreement to which section 756 applies must—
      (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 756 (and this section) and, if so, the number of those shares.

    • 758. Information protected from wider disclosure

      (1) Information in respect of which a company is for the time being entitled to any exemption conferred by rules made under section 393(3) (information about related undertakings to be given in notes to accounts: exemption where disclosure harmful to company's business)—
      (a) must not be included in a report under section 737 (report to members on outcome of investigation), and
      (b) must not be made available under section 743 (right to inspect and request copy of entries).
      (2) Where any such information is omitted from a report under section 737, that fact must be stated in the report.

    • 759. Reckoning of periods for fulfilling obligations

      Where the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not a working day shall be disregarded in reckoning that period.