Company Law Bill [HL]

Clause 612, as now amended, is one of a number of clauses in Part 21 which define what counts as an interest in shares when a company sends out a notice under Clause 590. It concerns the requirement to give details of certain share acquisition arrangements in response to a notice under Clause 590. For example, it includes groups of persons, including under a concert party agreement to prepare the way for a takeover offer for the company or to support a pending takeover offer. The clause broadly re-enacts Section 204 of the Companies Act 1985, as has been acknowledged, but there is an important difference. Parties to share acquisition agreements under Section 204 are subject to a requirement under Section 206 to keep each other informed. That obligation is not re-enacted in Part 21, because it arises only where the automatic disclosure provisions of Section 198 apply. Those automatic disclosure obligations included in Sections 198 to 211 are not re-enacted in Part 21 and will instead be replaced by regulations under the Financial Services and Markets Act 2000. The Financial Services Authority will be able to include obligations on concert party members to keep each other informed. As we are not replicating the automatic disclosure obligations of the 1985 Act in Part 21, it makes no sense to include the obligation to inform in relation to concert parties here for which the amendment provides.