Paragraph 5

United Kingdom

(1)

This paragraph applies where a person—

(a)

has contravened section 61 or 61A above by becoming a shareholder controller of a UK company, or by acquiring a notifiable holding in such a company;

(b)

having become such a controller or acquired such a holding in contravention of section 61 or 61A above, continues to be such a controller or to retain that holding after being served with a notice of objection under paragraph 2 above;

(c)

having been served with a notice imposing conditions under paragraph 3 above in a case where—

(i)

a notice of objection to his becoming such a controller or acquiring such a holding would otherwise have been served under section 61 or 61A above, or

(ii)

a notice of objection to his continuing to be such a controller or retaining such a holding would otherwise have been served under paragraph 2 above,

has failed to comply with any of the conditions specified in the notice under paragraph 3 above; or

(d)

having been served with a notice of objection under paragraph 4 above to his continuing to be such a controller,

continues to be such a controller; and references in this paragraph to the person in breach shall be construed accordingly.

(2)

The F1Treasury may by notice in writing served on the person in breach direct that any specified shares to which this paragraph applies shall, until further notice, be subject to one or more of the following restrictions—

(a)

any transfer of or agreement to transfer the shares, or (in the case of unissued shares) any transfer of or agreement to transfer the right to be issued with the shares, shall be void;

(b)

no voting rights shall be exercisable in respect of the shares;

(c)

no further shares shall be issued in right of the shares or in pursuance of any offer made to the holder of the shares;

(d)

except in a liquidation, no payment shall be made of any sums due from the company in respect of the shares, whether by way of a repayment of capital or otherwise.

(3)

The court may, on the application of the Treasury, by order direct that any specified shares to which this paragraph applies—

(a)

shall be sold; and

(b)

if they are for the time being subject to any restrictions under sub-paragraph (2) above, shall cease to be subject to those restrictions.

(4)

Where an order has been made under sub-paragraph (3) above the court may, on the application of the Treasury, make such further order relating to the sale or transfer of the shares as it thinks fit.

(5)

Where the shares are sold in pursuance of an order under this section—

(a)

the net proceeds of the sale shall be paid into court for the benefit of persons beneficially interested in them; and

(b)

any such person may apply to the court for the whole or any part of the proceeds to be paid to him.

(6)

This paragraph applies to—

(a)

all shares in the company which—

(i)

are held by the person in breach; and

(ii)

were not so held immediately before he became a shareholder controller of the company or, as the case may be, acquired a notifiable holding in the company; and

(b)

where the person in breach became such a controller or acquired such a holding as a result of the acquisition by him of shares or voting rights in another company, all shares in that company which—

(i)

are held by him; and

(ii)

were not so held immediately before he became such a controller or acquired such a holding.

(7)

Sub-paragraph (6) above shall have effect as if references to the person in breach acquiring a notifiable holding in the company were—

(a)

in a case falling within paragraph (a), (b) or (c)(ii) of sub-paragraph (1) above, references to his doing so in contravention of section 61 or 61A above; and

(b)

in a case falling within paragraph (c)(i) of sub-paragraph (1) above, references to his doing so after the service of the notice imposing conditions under paragraph 3 above.

(8)

A copy of the notice served on the person in breach under sub-paragraph (2) above shall be served on the company to whose shares or voting rights it relates.

(9)

The jurisdiction conferred by this paragraph shall be exercisable by the High Court and theCourt of Session.

Annotations

Textual amendments

F1: Words in Sch. 2 para. 5 substituted (5.1.1998) by S.I. 1997/2781, art. 8, Sch. Pt. I para. 66 (with art. 7)

Notes on the whole Act

Textual amendments

F1: Act repealed (1.12.2001) by The Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 (S.I. 2001/3649), arts. 1, 3(1)(b)

Notes on Schedule [SCHEDULE 2D]

Textual amendments

F1: Sch. 2D inserted (1.7.1994) by S.I. 1994/1696, reg. 35, Sch. 4

Modifications

C1: Sch. 2D: Power to contract out functions conferred (18.11.1998) by S.I. 1998/2842, arts. 2, 3, Sch. Pt. I para. 59