Amendments Nos. 1 and 28 are related and, by agreement, we will take them together.
SECTION 1.
I move amendment No. 1:
In page 3, subsection (1), lines 29 and 30, to delete "(or such other percentage as may be prescribed)".
I see no grounds for including this phrase in the Bill but, perhaps, the Minister has a reason.
When Deputy O'Keeffe raised this matter on Second Stage I took him to mean that this was too farreaching a power to give the Minister without returning to the House. My amendment No. 28 seeks to oblige or require the Minister to return to the House if he proposes to change the definition of control. The parliamentary draftsman's advice is that this is at least as good a safeguard and he would prefer it to Deputy O'Keeffe's amendment. My amendment would require the Minister to return to the House, which would either pass or not pass the measure, whereas Deputy O'Keeffe's amendment would require the Minister to pass primary legislation to change the definition of control. I think this meets most of the concerns raised by the Deputy on Second Stage.
Amendment, by leave, withdrawn.
I move amendment No. 2:
In page 4, subsection (1), line 9, to delete "and" and substitute "or".
The amendment is technical, designed to avoid any possible misinterpretation that subparagraphs (a) to (g), inclusive, constitute a single block, which is not the intention. All the subparagraphs (a) to (h) are separate and stand alone. The position set out in each constitutes an interest and a security, so the amendment is to avoid any doubt.
Amendment agreed to.
I move amendment No. 3:
In page 4, subsection (1), line 42, to delete, "persons" and substitute "person".
This is again purely technical for clarification.
Amendment agreed to.
I move amendment No. 4:
In page 5, subsection (1), line 5, to delete "advisers" and substitute "an adviser".
This follows from amendment No. 3 — if one puts in "person" one must put in "an adviser".
Amendment agreed to.
Amendments Nos. 5 and 17 are related and may be discussed together.
I move amendment No. 5:
In page 5, subsection (1), between lines 6 and 7, to insert the following:
"(h) any person who, following a request made of him or her to do so by the offeror pursuant to rules under section 8, confirms that there are available to the offeror resources of such an amount as will enable the offer, if it is fully accepted, to be implemented;".
Amendments Nos. 5 and 17 are inextricably linked. One of the core provisions of this Bill is the empowering of the panel to give directions to a party to a takeover or other relevant transaction. It is extremely important, therefore, to specify with the maximum possible precision who such parties are. This is achieved by amendment No. 5. The interim panel considers it very important that a third party confirming that an offeror has sufficient resources to implement an offer should be specifically listed as a party to a takeover or other relevant transaction because such a party discharges a central role in relation to these transactions. This is why we are designating this extra category of party, with the consequential amendment No. 17 proposes at section 9 (3) (k). This will allow the panel to specify in its rules obligations on and in connection with the new category of party.
One of the obligations which the panel may impose by the related amendment proposed under section 9 is that such a party may be obliged to put up his own funds where an offeror on whose behalf they have so vouched does not have the necessary resources to implement the offer.
Amendment agreed to.
I move amendment No. 6:
In page 5, subsection (1), line 37, to delete "invitation" and substitute "invitation,".
This is a drafting amendment.
Amendment agreed to.
I move amendment No. 7:
In page 6, subsection (3), lines 19 and 20, to delete all words from and including "them" down to and including "accordingly" in line 20 and substitute the following:
"any one or more of them of securities in the relevant company concerned or in the doing, or in the procuring of the doing, of any act that results in an increase in the proportion of such securities held by any one or more of them and ‘acting in concert' shall be construed accordingly".
It is critically important to the panel that it should have powers to deal with situations where persons are acting in concert. This amendment is to the definition of "acting in concert" and provides that the definition of "acting in concert" bites where any one or more of the parties is involved in the acquisition of the security. It also introduces the concept of actions that result in an increase in the proportion of securities held, most typically where a company purchases some of its own shares.
Amendment agreed to.
Section 1, as amended, agreed to.
SECTION 2.
Amendment No. 9 is an alternative to amendment No. 8 and both may be discussed together.
I move amendment No. 8:
In page 6, lines 33 to 43, to delete paragraphs (a) and (b) and substitute the following:
"(a) a public limited company or other body corporate incorporated in the State the trading, on a market regulated by a recognised stock exchange, of one or more of the securities of which is for the time being authorised by that exchange,
(b) a public limited company or other body corporate incorporated in the State the trading as aforesaid of one or more of the securities of which is not for the time being authorised by a recognised stock exchange but was so authorised at any time within the period of 5 years prior to the date on which the relevant proposal in relation to the takeover or other relevant transaction concerned was made,".
Deputy O'Keeffe has tabled amendment No. 9. The Government amendment is mainly in response to his suggestion on Second Stage that where shares of a company have a trading facility on a recognised stock exchange but trading has been suspended, the company should remain subject to the panel, irrespective of the duration of that suspension. I am going along with the thrust of the Deputy's proposal except that I intend to provide for a time limit of five years instead of the four which the Deputy is seeking in his amendment. I do not think the Deputy will have any difficulties with that.
Amendment agreed to.
Amendment No. 9 not moved.
Section 2, as amended, agreed to.
Sections 3 to 5, inclusive, agreed to.