The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 119. Disclosure of capacity by shareholder
(1) Notwithstanding the provisions of section 120, every person with significant control over a company shall, within seven days of becoming such a person, indicate to the company in writing the particulars of such control.
(2) A company after receiving or coming into possession of the information required under subsection (1), shall, not later than one month from the receipt of the information or any change therein, notify the Commission of that information provided that a company shall in every annual return, disclose the information required under subsection (1) in respect of the year for which the return is made.
(3) The Commission shall maintain a register of persons with significant control in which it shall enter the information received from the company or any change therein under subsection (2).
(4) A company shall inscribe against the name of every member in the register of members the information received in pursuance of the requirements of this section.
(5) If default is made by any person or company in complying with subsections (1), (2) and (4), the person or company and every officer of the company are liable to such fines as the Commission may prescribe by regulation for every day during which the default continues.
Section 120. Obligation of disclosure by substantial shareholder in public company
(1) A person who is a substantial shareholder in a public company shall give notice in writing to the company stating his name, address and full particulars of the shares held by him or his nominee (naming the nominee) by virtue of which he is a substantial shareholder.
(2) A person is a substantial shareholder in a public company if he holds himself or by his nominee, shares in the company which entitle him to exercise at least 5% of the unrestricted voting rights at any general meeting of the company.
(3) A person required to give a notice under subsection (1), shall do so within 14 days after that person becomes aware that he is a substantial shareholder.
(4) The notice shall be given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of the period referred to in subsection (3).
(5) The company shall, within 14 days of receipt of the notice or of becoming aware that a person is a substantial shareholder give notice in writing to the Commission of this fact.
(6) If any person or company fails to comply with the provisions of this section, the person or the company is liable to such fines as the Commission may prescribe by regulation for each day the default continues.
Section 121. Person ceasing to be a substantial shareholder to notify company
(1) A person who ceases to be a substantial shareholder in a public company shall give notice in writing to the company stating his name and the date on which he ceased to be a substantial shareholder and give full particulars of the circumstances by reason of which he ceased to be substantial shareholder.
(2) A person required to give notice under subsection (1), shall do so within 14 days after he becomes aware that he has ceased to be substantial shareholder.
(3) The company shall within 14 days of receipt of the notice or of becoming aware that a person has ceased to be a substantial shareholder, give notice in writing to the Commission of this fact.
(4) If any person or company fails to comply with the provisions of this section, the person or the company is liable to such fines as the Commission may prescribe by regulation for each day the default continues.
Section 122. Register of interests in shares
(1) A public company shall keep a register in which it shall enter—
(a) in alphabetical order, the names of persons from whom it has received a notice under section 121 ; and
(b) against each name so entered, the information given in the notice, and where it receives a notice under section 121, the information given in that notice.
(2) The register shall be kept at the place where the register of members required to be kept under section 110 is kept and subject to the same right of inspection as the register of members.
(3) The Commission may, at any time in writing, require the company to furnish it with a copy of the register or any part of the register and the company shall furnish the copy within 14 days after the day on which the requirement is received.
(4) If the company ceases to be a public company, it shall continue to keep the register until the end of the period of six years beginning with the day following that on which it ceases to be such a company.
(5) A company shall not, by reason of anything done for the purposes of this section, be affected with notice of, or put on enquiry as to, a right of a person to or in relation to a share in the company.
(6) If default is made in complying with this section, the company and every officer of the company are liable to—
(a) such fine as the Commission may prescribe by regulation ; and
(b) additional daily default fine that the Commission shall specify by regulation.
Section 123. Registration of interests to be disclosed
The matter relating to beneficial interests in shares required by section 120 shall be entered in a different part of the register of interests which shall be so made up that the entries inscribed in it appear in chronological order.
What this means
Short answer
Anyone with significant control over a company must tell it in writing within seven days, and the company must tell the Commission within one month (section 119). In a public company, a substantial shareholder, meaning someone with at least 5% of the unrestricted voting rights, must notify the company within 14 days (section 120).
Persons with significant control
Under section 119, a person with significant control over a company must, within seven days of becoming one, give the company written particulars of the control. The company must notify the Commission within one month of receiving the information or any change to it, and must give the information in every annual return. The Commission keeps a register of persons with significant control, and the company inscribes the information against the member’s name in its register of members. Default carries daily fines set by the Commission.
Section 868 defines the term. A person with significant control is anyone who directly or indirectly holds at least 5% of the shares or interest, or at least 5% of the voting rights, or the right to appoint or remove a majority of the directors, or who otherwise has or exercises significant influence or control over the company.
Substantial shareholders in public companies
- A person who holds, himself or through a nominee, shares carrying at least 5% of the unrestricted voting rights at a general meeting of a public company is a substantial shareholder and must give the company written notice of his name, address and full particulars of the shares (section 120(1) and (2)).
- He must do so within 14 days of becoming aware of it, even if he has stopped being a substantial shareholder by then (section 120(3) and (4)).
- The company notifies the Commission in writing within 14 days (section 120(5)).
- A person who stops being a substantial shareholder gives notice within 14 days of becoming aware of it, and the company in turn notifies the Commission within 14 days (section 121).
The register of interests in shares
A public company keeps a register, in alphabetical order, of the people who have given notice under section 121 and the information they gave. It is kept where the register of members is kept and is open to inspection in the same way. The Commission can require a copy at any time, to be supplied within 14 days. If the company stops being public, it keeps the register for six years from the day after (section 122). Information about beneficial interests under section 120 goes in a separate part of the register, in chronological order (section 123). A company is not put on notice of anyone’s right to shares merely because of entries made for these purposes (section 122(5)).
Questions and answers
How quickly must a person with significant control disclose?
Within seven days of becoming such a person, in writing to the company. The company then notifies the Commission within one month (section 119).
What is a substantial shareholder?
Someone who holds, directly or through a nominee, shares carrying at least 5% of the unrestricted voting rights at general meetings of a public company (section 120(2)).
How long does a substantial shareholder have to notify?
14 days after becoming aware that he is one (section 120(3)).
Who keeps the register of persons with significant control?
The Commission keeps one, and each company also inscribes the information against the member’s name in its register of members (section 119(3) and (4)).
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