What is the relevance of this section?
SECTION 67.
Question proposed: "That section 67 stand part of the Bill."
This section imposes an obligation on persons acting together in arrangements to which sections 65 and 66 apply to keep one another informed of all relevant facts. Because the reporting obligation depends on each of the parties knowing the interests of the others, this is an essential supplementary provision. The section adopts the same approach in relation to reporting as does the basic section on reporting, section 59. A person's obligation to report will depend on his knowledge of the relevant facts. The incidence of the reporting obligation will depend on the agreement being activated, that is an acquisition taking place, and on the aggregation of all the information or parties to it. It is essential that once the agreement is activated the parties should inform one another of their existing interests and acquisitions. Once a person has information which he ought to communicate under the section he must do so within five days, the same period as for the obligation to report to the company. In the case of a concert party where an acquisition takes place of which the company ought to be informed, the information should reach the company within ten days.
On a point of information and for my own benefit as a non-legal person, something arises from my understanding of what the Minister said with regard to section 64. Case law is only relevant if, in fact, the circumstances are identical. One regularly finds case law quoted as being the law, as if it were enshrined in an Act. Must it always be that the case law only refers if the circumstances pertaining to the case are identical or can it apply broadly?
It can apply somewhat more broadly if it establishes a principle and if the principle can be applied to analogous facts; you do not have to have exactly the same facts. But subject to that a decision in a particular case is a decision for that case only. If it establishes a broad principle and you can apply that principle to other facts that are analogous without doing harm to the principle, then you can say that that is the law so far as the other facts are concerned.
Question put and agreed to.
Section 68 agreed to.
NEW SECTION.
I move amendment No. 89:
In page 65, before section 69, to insert the following new section:
"69.—(1) This section applies, subject to section 70, in determining for purposes of sections 59 to 63 whether a person has a notifiable interest in shares.
(2) A reference to an interest in shares is to be read as including an interest of any kind whatsoever in the shares. Accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.
(3) Where property is held on trust and an interest in shares is comprised in the property, a beneficiary of the trust who apart from this subsection does not have an interest in the shares is to be taken as having such an interest; but this subsection is without prejudice to the following provisions of this section.
(4) A person is taken to have an interest in shares if—
(a) he enters into a contract for their purchase by him (whether for cash or other consideration), or
(b) not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or is entitled to control the exercise of any such right.
(5) For the purposes of subsection (4) (b), a person is entitled to exercise or control the exercise of any right conferred by the holding of shares if he—
(a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or
(b) is under an obligation (whether so subject or not) the fulfilment of which would make him so entitled.
(6) A person is taken to have an interest in shares if, otherwise than by virtue of having an interest under a trust—
(a) he has a right to call for delivery of the shares to himself or to his order, or
(b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
whether in any case the right or obligation is conditional or absolute.
(7) Without prejudice to subsection (2), rights or obligations to subscribe for any shares shall not be taken for the purposes of subsection (6) to be rights to acquire, or obligations to take, any interest in shares.
(8) Where persons have a joint interest each of them shall be taken to have that interest.
(9) It is immaterial that shares in which a person has an interest are unidentifiable.
(10) Delivery to a person's order of shares in fulfilment of a contract for the purchase thereof by him or in satisfaction of a right of his to call for delivery thereof, or failure to deliver shares in accordance with the terms of such a contract or on which such a right falls to be satisfied, shall be deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so shall the lapse of a person's right to call for delivery of shares.".
Amendment agreed to.
The acceptance of this amendment involves the deletion of the existing section 69.
Section 69 deleted.