Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 8

8. (1) Subject to this section, a person has a relevant interest in a share in
a body corporate-

   (a)  for the purposes of Division 4 of Part IV or of section 261, if that
        share is a voting share and that person has power-

        (i)    to exercise, or to control the exercise of, the right to vote
               attached to that share; or

        (ii)   to dispose of, or to exercise control over the disposal of,
               that share; and

   (b)  for the purposes of sections 230, 231 and 232, if that person has
        power to dispose of, or to exercise control over the disposal of, that
        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 in a body corporate; or

   (b)  to dispose of, or 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 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,
        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 and-

   (a)  the body corporate 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, any right to vote
        attached to that share, or in relation to the disposal of, or the
        exercise of control over the disposal of, that share;

   (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)  for the purposes of Division 4 of Part IV and sections 230, 231, 232
        or 261-

        (i)    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;

        (ii)   if the relevant interest is that of a person who has it by
               reason of his holding a prescribed office;

        (iii)  if the share is subject to a trust, the relevant interest is
               that of a trustee and-

                (A)  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

                (B)  the trustee is a bare trustee; or

        (iv)   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; and

   (b)  for the purposes of Division 4 of Part IV or of section 261, if the
        relevant interest is that of a person who has it by reason only of his
        having been appointed as a proxy or representative to vote at a
        particular 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) (a) (iii), 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) The regulations may provide that relevant interests, or particular
classes of relevant interests, in shares in bodies corporate, or in particular
classes of bodies corporate, shall, in such circumstances and subject to such
conditions (if any) as are specified in the regulations, be disregarded for
the purposes of the provisions of this Act referred to in sub-section (1) or
for the purposes of such of those provisions as are specified in the
regulations.

(12) 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 of the Companies (Acquisition of
Shares) Act 1980 , a reference to that lesser percentage.