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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 9
Relevant interests in shares
9. (1) Subject to this section, a person has a relevant interest in a share in
a corporation for the purposes of this Act if that person has power-
(a) where the share is a voting share-to exercise, or to control the
exercise of, the right to vote attached to that share; or
(b) to dispose of, or to exercise control over the disposal of, that share
whether or not it is a voting share.
(2) It is immaterial for the purposes of this section whether the power of a
person-
(a) to exercise, or to control the exercise of, the right to vote attached
to a voting share; or
(b) to dispose of, or to exercise control over the disposal of, a share,
is express or implied or formal or informal, is exercisable alone or
jointly with another person or other persons, cannot be related to a
particular share, or is, or is capable of being made, subject to
restraint or restriction, and any such power exercisable by a person
jointly with another person or other persons shall, for those
purposes, be deemed to be exercisable by either or any of those
persons.
(3) A reference in this section to power or control includes a reference to
power or control that is direct or indirect or is, or is capable of being,
exercised as a result of, or by means of, or in breach of, or by revocation
of, trusts, agreements, arrangements, understandings and practices, or any of
them, whether or not they are enforceable, and a reference in this section to
a controlling interest includes a reference to such an interest as gives
control.
(4) For the purposes of this section, where a body corporate has power-
(a) to exercise, or to control the exercise of, the right to vote attached
to a voting share; or
(b) to dispose of, or to exercise control over the disposal of, a share,
and-
(c) the body corporate is, or its directors are, accustomed or under an
obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of a person in relation to the
exercise of the power;
(d) a person has a controlling interest in the body corporate; or
(e) a person has power to exercise, or to control the exercise of, the
voting power attached to not less than the prescribed percentage of
the voting shares in the body corporate, that person shall be deemed
to have the same power in relation to that share as the body corporate
has.
(5) For the purposes of paragraph (4) (e), a person shall be deemed to have
the power referred to in that paragraph if-
(a) a person associated with the first-mentioned person has that power;
(b) persons associated with the first-mentioned person together have that
power; or
(c) the first-mentioned person and a person or persons associated with him
together have that power.
(6) Where a person-
(a) has entered into an agreement with respect to an issued share;
(b) has a right relating to an issued share, whether the right is
enforceable presently or in the future and whether on the fulfilment
of a condition or not; or
(c) has an option with respect to an issued share, and, on performance of
the agreement, enforcement of the right or exercise of the option, as
the case may be, that person would have a relevant interest in the
share, he shall, for the purposes of this section, be deemed to have
that relevant interest in the share.
(7) For the purposes of this section, where a body corporate is deemed by
sub-section (6) to have a relevant interest in a share in a corporation and-
(a) the body corporate is, or its directors are, accustomed or under an
obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of a person in relation to the
exercise of, or the control of the exercise of, the right to vote
attached to shares in the corporation, or in relation to the disposal
of, or the exercise of control over the disposal of, shares in the
corporation;
(b) a person has a controlling interest in the body corporate; or
(c) a person has power to exercise, or to control the exercise of, the
voting power attached to not less than the prescribed percentage of
the voting shares in the body corporate, that person shall be deemed
to have a relevant interest in that share.
(8) A relevant interest in a share shall be disregarded-
(a) if the ordinary business of the person who has the relevant interest
includes the lending of money and he has authority to exercise his
powers as the holder of the relevant interest only by reason of a
security given for the purposes of a transaction entered into in the
ordinary course of business in connection with the lending of money,
not being a transaction entered into with a person associated with the
first- mentioned person;
(b) if the relevant interest is that of a person who has it by reason of
his holding a prescribed office;
(c) if the share is subject to a trust, the relevant interest is that of a
trustee and-
(i) a beneficiary is deemed, by sub-section (6), to have a relevant
interest in the share by virtue of a presently enforceable and
unconditional right referred to in paragraph (b) of that sub-
section; or
(ii) the trustee is a bare trustee;
(d) if the ordinary business of the person who has the relevant interest
includes dealing in securities and he has authority to exercise his
powers as the holder of the relevant interest only by reason of
instructions given to him by or on behalf of another person to dispose
of that share on behalf of the other person in the ordinary course of
business; or
(e) if the relevant interest is that of a person who has it by reason of
his having been appointed as a proxy or representative to vote at a
meeting of members, or of a class of members, of a corporation, not
being an appointment in return for the making of which the person or a
person associated with the person provided valuable consideration.
(9) For the purposes of sub-paragraph (8) (c) (ii), a trustee shall not be
taken not to be a bare trustee by reason only of the fact that the trustee is
entitled in his capacity as a trustee to be remunerated out of the income or
property of the trust.
(10) A relevant interest in a share shall not be disregarded by reason only
of-
(a) its remoteness; or
(b) the manner in which it arose.
(11) A reference in this section to the prescribed percentage is a reference
to 20% or, where a lesser percentage is prescribed by regulations in force for
the time being for the purposes of section 11, a reference to that lesser
percentage.
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