Disclosure of Interests in Shares (Amendment) Regulations (Northern Ireland) 1994

Explanatory Note

(This note is not part of the Regulations)

These Regulations amend Part VII of the Companies (Northern Ireland) Order 1986 (“the 1986 Order”) 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 Listed Companies (Disclosure of Share Interests) (Exclusions) Regulations (Northern Ireland) 1979 (S.R. 1979 No. 229) are amended or superseded.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 (OJ No. L348, 17.12.88, p. 62).

Regulation 4 amends Article 207 of the 1986 Order 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 Article 206 (regulation 3), Article 210 (regulation 6) and Article 214 (regulation 7) and the substitution of Article 208 (regulation 5) are amendments consequential upon the amendment to Article 207 of the 1986 Order.

Regulation 8 supersedes Article 217 of the 1986 Order (interests in shares to be disregarded for the purposes of Articles 206 to 210) and the above-mentioned Regulations by substituting a new Article 217. Exemptions provided under new paragraph (l) are subject to certain conditions as to the control of voting rights attaching to the shares concerned (see paragraphs (5), (6) and (7)). The exemption provided under paragraph (8) is subject to a condition as to intervention in the management of the company. Paragraph (10) provides for additional classes of interest to be exempted where the company concerned is not a listed company. Paragraph (12) continues the exemption for proxy holders formerly contained in paragraph (2) of Article 217.

Regulation 9 substitutes a new paragraph for Article 228(l) of the 1986 Order (definitions to be applied for Part VII).

Regulation 10 revokes the Listed Companies (Disclosure of Share Interests) (Exclusions) Regulations (Northern Ireland) 1979 (S.R. 1979 No. 229).

Regulation 11 makes transitional provisions to ensure that interests becoming disclosable as a result of the Regulations should be subject to an obligation to notify and that disclosure takes place where as a result of the Regulations a person no longer has a notifiable interest or the percentage of his interest changes.