(1)A public company may give notice under this section to any person whom the company knows or has reasonable cause to believe—
(a)to be interested in the company's shares, or
(b)to have been so interested at any time during the three years immediately preceding the date on which the notice is issued.
(2)The notice may require the person—
(a)to confirm that fact or (as the case may be) to state whether or not it is the case, and
(b)if he holds, or has during that time held, any such interest, to give such further information as may be required in accordance with the following provisions of this section.
(3)The notice may require the person to whom it is addressed to give particulars of his own present or past interest in the company's shares (held by him at any time during the three year period mentioned in subsection (1)(b)).
(4)The notice may require the person to whom it is addressed, where—
(a)his interest is a present interest and another interest in the shares subsists, or
(b)another interest in the shares subsisted during that three year period at a time when his interest subsisted,
to give, so far as lies within his knowledge, such particulars with respect to that other interest as may be required by the notice.
(5)The particulars referred to in subsections (3) and (4) include—
(a)the identity of persons interested in the shares in question, and
(b)whether persons interested in the same shares are or were parties to—
(i)an agreement to which section 824 applies (certain share acquisition agreements), or
(ii)an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.
(6)The notice may require the person to whom it is addressed, where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.
(7)The information required by the notice must be given within such reasonable time as may be specified in the notice.
Cases considering section 793 (4)
[2015] UKSC 71 · 2 December 2015Interprets
The provision authorises a public company to require disclosure of interests in its shares and related agreements. A restriction power dependent upon non-compliance was held to be ancillary to obtaining and enforcing that disclosure, rather than a general anti-takeover power. (see paras [9]; [31]-[33]; [39])
[2014] EWCA Civ 640 · 13 May 2014Interprets
Section 793 was interpreted broadly enough to permit questions about relevant agreements and voting arrangements connected with shares in which the addressee was interested. The notices in issue were valid. (see paras [53]-[75])
Identifies the persons to whom a public company may give a notice, including persons known or reasonably believed to be interested in its shares within the stated three-year period. (see paras [45]; [71])
Provides for confirmation of an interest and further information where such an interest exists. The provision formed part of the statutory context for construing the notice. (see para [45])
Permits requests for particulars of the addressee’s present or past interest and supported the conclusion that the company could ask about voting arrangements involving the addressee. (see paras [45]; [61]; [69]; [74])
Extends the information request to another interest in the same shares, while forming part of the wider scheme whose particulars may be requested. (see paras [45]; [58]; [61]; [69])
Was held to be inclusive rather than exhaustive. It illustrates the agreements and arrangements about which particulars may be requested. (see paras [45]; [65]-[70])
Identifies the identity of persons interested in the relevant shares as an example of particulars that may be requested. (see para [45])
Was construed as permitting questions about agreements or arrangements involving persons interested in the same shares, without limiting the request to agreements that themselves created an interest in those shares. (see paras [45]; [66]-[70])
Was relevant to requests concerning agreements to which section 824 applied, including agreements imposing obligations or restrictions relating to acquisition, use, retention or disposal of shares. (see paras [45]; [63]; [72])
Supported questions about agreements or arrangements relating to the exercise of rights conferred by holding shares, including arrangements between different shareholder groups about voting. (see paras [45]; [62]; [67]; [73])
Cited only.
Cited only.
[2013] EWHC 2631 (Ch) · 30 August 2013Interprets
Interprets the disclosure power broadly. A notice may require particulars of interests and arrangements concerning the addressee’s shares, including voting rights and relevant third-party interests, because the statutory examples are non-exhaustive. (see paras [101]-[125])
Confirms that the reasonable-cause-to-believe requirement identifies the person who may be served with the notice. It does not extend to every third party about whom particulars are sought. (see paras [107]-[112])
Applies the notice mechanism as requiring confirmation or denial of an interest and further information where applicable. The provision forms part of a scheme directed to obtaining information not already known to the company. (see paras [104]-[111])
Interprets the power to require particulars of the addressee’s own interest as extending to arrangements affecting the nature or extent of that interest, including voting arrangements. (see paras [119], [171]-[175])
Interprets the provision as permitting questions about another interest in the same shares and requiring particulars of that interest. A direct question whether a third party has an interest may be asked and answered even if the interest ultimately proves not to exist. (see paras [108]-[112])
Confirms that the matters listed are examples, not an exhaustive code. The provision supports requiring particulars of agreements or arrangements relating to the exercise of rights conferred by shares. (see paras [108]-[124], [174])
What each judgment says about section 793 is in the case-law panel in the full Act.
1113.This section re-enacts section 212(1) to (4) of the 1985 Act. It allows a public company to issue a notice requiring a person it knows, or has reasonable cause to believe, has an interest in its shares (or to have had an interest in the previous three years) to confirm or deny the fact, and, if the former, to disclose certain information about the interest, including information about any other person with an interest in the shares.
1114.Subsections (3) and ( 4) enable the company to require details to be given of a person’s past or present interests and to provide details of any other interest subsisting in the shares of which he is aware. This provision allows the company to pursue information through a chain of nominees by requiring each in the chain to disclose the person for whom they are acting. Under subsection (6) , where the addressee’s interest is a past one, a company can ask for information concerning any person by whom the interest was acquired immediately subsequent to their interest. Particulars may also be required of any share acquisition agreements, or any agreement or arrangement as to how the rights attaching to those shares should be exercised (sections 824 and 825).
1115.This section serves a different purpose to the automatic disclosure obligations currently contained in sections 198 to 211 of Part 6 of the 1985 Act. It enables companies to discover the identity of those with voting rights (direct or indirect) that fall below the thresholds for automatic disclosure, and it also enables companies (and members of the company) to ascertain the underlying beneficial owners of shares.
1116.The notice is not required to be in hard copy (see the general provisions on sending or supplying documents or information in Part 37 of the Bill). Notices, and responses thereto, may be given in electronic form. A response must be given in a reasonable time. What is reasonable has not been defined so as to allow flexibility according to the circumstances, but if the time given is not reasonable, the company will not have served a valid notice.