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COMPANIES (NORTHERN IRELAND) ORDER 1978 - SECT 114



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.



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© 1978 Crown Copyright

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