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114.(1) Every such person as follows, namely, (a)a person who, being immediately before the occurrence of an event uninterested in shares comprised in relevant share capital of a company to which this Article applies, becomes, in consequence of the occurrence of that event, interested in shares so comprised of a nominal value equal to 5 per cent. or more of the nominal value of that share capital, or, being immediately before the occurrence of an event, interested in shares comprised in relevant share capital of such a company of a nominal value less than 5 per cent. of the nominal value of that share capital, acquires, in consequence of the occurrence of the event, such interests in shares comprised in that share capital as to increase the nominal value of all shares so comprised in which he is interested to 5 per cent. or more of the nominal value of that share capital; (b)a person who, being immediately before the occurrence of an event interested in shares comprised in relevant share capital of such a company of a nominal value not less than 5 per cent. of the nominal value of that share capital, (i)acquires, in consequence of the occurrence of the event, such interests in shares comprised in that share capital as to increase the nominal value of all shares so comprised in which he is interested; or (ii)suffers, in consequence of the happening of the event, a decrease in the nominal value of shares so comprised in which he is interested, but remains interested in shares so comprised of a nominal value equal to 5 per cent. or more of the nominal value of that share capital; (c)a person who, being immediately before the occurrence of an event interested in shares comprised in relevant share capital of a company of a nominal value equal to 5 per cent. or more of the nominal value of that share capital, suffers, in consequence of the occurrence of the event, a decrease in the nominal value of shares comprised in that share capital in which he is interested such that the nominal value of all shares so comprised in which he is interested is equal to less than 5 per cent. of the nominal value of that share capital or becomes, in consequence of the occurrence of that event, uninterested in shares so comprised; (2) In the case of a company which, at the time when this Article comes into operation, is one to which this Article applies, every person who at that time is interested in shares comprised in relevant share capital of the company of a nominal value equal to 5 per cent. or more of the nominal value of that share capital shall be under obligation to notify the company of the subsistence of his interests at that time and the number of shares comprised in that share capital (specifying it) in which each interest subsists at that time, and paragraph (1) shall not require the notification by any such person of the occurrence of an event before that time. (3) A person who would, apart from this paragraph be under an obligation, by virtue of paragraph (1)(b), to notify a company of the occurrence of an event shall not be under that obligation if (a)the nominal value of shares comprised in relevant share capital of the company in which he was interested immediately before the event, and (b)the nominal value of shares so comprised in which he is interested immediately after the event, (4) In the event of (a)a company's becoming one to which this Article applies; or (b)a company's share capital of any class becoming relevant share capital; (5) The rules set out in Article 38 shall (with the omission of references to debentures) apply for the interpretation of, and otherwise in relation to, the foregoing provisions of this Article; but in addition to such interests as, by virtue of paragraphs (7) and (9) of that Article, are to be disregarded, there shall be disregarded for the purposes of this Article (a)an interest, for the life of himself or another, of a person under a settlement in the case of which the property comprised therein consists of, or includes, shares, being a settlement with respect to which the following conditions are satisfied, namely, (i)that the settlement is irrevocable; and (ii)that the settlor has no interest in any income arising under, or property comprised in, the settlement; (b)an interest as holder of shares of a member of The Stock Exchange who (i)is recognised by the Council thereof as carrying on the business of a jobber, (ii)carries on that business in the United Kingdom, and <(iii)holds the shares for the purposes of that business; (c)an interest as holder of shares of a person whose ordinary business includes the lending of money and who holds them by way of security only for the purposes of a transaction entered into in the ordinary course of that business; (d)an interest of the Probate Judge subsisting by virtue of section 3 of the Administration of Estates Act (Northern Ireland) 1955; (e)an interest of the Accountant General of the Supreme Court in shares held by him; (f)any such interests, or interests of such class, as may be prescribed for the purposes of this sub-paragraph; (6) The following provisions shall have effect with respect to the periods within which obligations imposed by the foregoing provisions of this Article on persons must be fulfilled, that is to say, (a)in the case of an obligation imposed by paragraph (1) (i)if, at the time of the occurrence of the event giving rise to the obligation, the person under obligation knows of its occcurrence and of the fact that its occurrence gives rise to the obligation, it must be fulfilled before the expiration of the period of five days beginning with the day next following that on which the event occurs; (ii)otherwise, it must be fulfilled before the expiration of the period of five days beginning with the day next following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge; (b)in the case of an obligation imposed by paragraph (2) (i)if, at the time when the obligation arises, the person under obligation does not know of the subsistence of his interests, or knows only of the subsistence of interests in shares comprised in relevant share capital of a nominal value less than 5 per cent, of the nominal value of that share capital, the obligation must, upon there coming to his knowledge the matter of the subsistence of interests in shares so comprised of a nominal value not less than 5 per cent. of the nominal value of that share capital, be, so far as regards those interests, fulfilled before the expiration of the period of five days beginning with the day next following that on which that matter comes to his knowledge, and must, so far as regards an interest whose subsistence comes to his knowledge after that matter comes to his knowledge, be fulfilled before the expiration of the period of five days beginning with the day next following that on which the subsistence of the interest comes to his knowledge; (ii)if, at the time when the obligation arises, the person under obligation knows of the subsistence of interests in shares comprised in relevant share capital of a nominal value not less than 5 per cent. of the nominal value of that share capital, the obligation must, so far as regards those interests, be fulfilled before the expiration of the period of five days beginning with the day next following that on which the obligation arises and must, so far as regards an interest whose subsistence comes to his knowledge after the obligation arises, be fulfilled before the expiration of the period of five days beginning with the day next following that on which the subsistence of the interest comes to his knowledge. (7) A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of paragraph (1) or (2), or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable (a)on summary conviction, to imprisonment for a term not exceeding three months, or to a fine not exceeding #200, or to both; (b)on conviction on indictment, to imprisonment for a term not exceeding two years, or to a fine, or to both. (8) An obligation imposed by this Article on any person 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 in which he is a director of the company, is expressed to be given in fulfilment of that obligation. (9) Proceedings in respect of an offence under this Article shall not be instituted except by, or with the consent of, the Department or the Director of Public Prosecutions for Northern Ireland. (10) In reckoning, for the purposes of paragraph (6), any period of five days, a day which is a Saturday or Sunday or a bank holiday shall be disregarded. (11) A company to which this Article applies is one in the case of which there has, as respects the whole or any proportion of its share capital, been granted a listing on a recognised stock exchange. (12) For the purposes of this Article (a)"relevant share capital", in relation to a company to which this Article applies, means issued share capital thereof of a class carrying rights to vote in all circumstances at general meetings of the company and where the relevant share capital of a company to which this Article applies is divided into different classes of shares, references to a percentage of the nominal value of its relevant share capital are references to a percentage of the nominal value of the issued shares comprised in each of those classes taken separately; (b)"settlor" has the meaning assigned to it by section 444 of the Income and Corporation Taxes Act 1970.
© 1978 Crown Copyright
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