Company Law Bill [HL]

Clause 608 defines what is meant by an interest in shares for the purposes of Part 21. The clause re-enacts Section 208 of the Companies Act 1985, but deliberately omits the words in subsection (6) that the noble Lord’s amendment seeks to re-introduce. Section 208 in the 1985 Act defines what is meant by an interest in shares for two purposes: first, for the purposes of the provisions on automatic disclosure of interests in Section 198 of the Act and its related sections, which are to be repealed by the Bill and replaced by regulations under the Financial Services and Markets Act 2000; and, secondly, for the purposes of the provisions in Section 212 and its related provisions, which are re-enacted in Part 21. The limiting words,"““otherwise than by virtue of having an interest under a trust””," appear in Section 208(5)—which the noble Lord, Lord Hodgson of Astley Abbotts, seeks to reintroduce with this amendment—are only of significance for the automatic disclosure provisions and, in particular, Section 202(3). Under Section 202(3), a particular notification is required of persons who have an interest under Section 208(5), thus excluding interests under a trust. All other provisions of Section 208 apply to interests in trusts, even where subsection (5) does not. Therefore, as Clause 608 is restating Section 208 only for the purposes of notices under Clause 590, and not automatic disclosure, these limiting words, excluding interests in trust, are not appropriate here. We consider that the words have no relevance to responses to Clause 590 notices. I hope that helps to clarify matters.