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Interpretation

Volume 982: debated on Tuesday 15 April 1980

The text on this page has been created from Hansard archive content, it may contain typographical errors.

".—(1) For the purposes of this Part of this Act, an individual is connected with a company if, but only if,—

  • (a) he is a director of that company or a related company; or
  • (b) he occupies a position as an officer (other than director) or employee of that company or a related company or a position involving a professional or business relationship between himself (or his employer or a company of which he is a director) and the first company or a related company which in either case may reasonably be expected to give him access to information which, in relation to securities of either company, is unpublished price sensitive information, and which it would be reasonable to expect a person in his position not to disclose except for the proper performance of his functions.
  • (2) Any reference in this Part of this Act to unpublished price sensitive information in relation to any securities of any company is a reference to information which—

  • (a) relates to specific matters relating or of concern (directly or indirectly) to that company, that is to say, is not of a general nature relating or of concern to that company; and
  • (b) is not generally known to those persons who are accustomed or would be likely to deal in those securities but which would if it were generally known to them be likely materially to affect the price of those securities.
  • (3) For the purposes of this Part of this Act a person deals in securities if (whether as principal or agent) he buys or sells or agrees to buy or sell any securities; and references in this Part of this Act to dealing in securities on a recognised stock exchange shall include references to dealing in securities through an investment exchange.

    (4) In this Part of this Act, except where the context otherwise requires—

    "company" means any company, whether a company within the meaning of the 1948 Act or not;
    "Crown servant" means an individual who holds office under, or is employed by, the Crown;
    "debenture" has the same meaning in relation to companies which were not incorporated under the 1948 Act as it has in relation to companies which were so incorporated;
    "investment exchange" means an organisation maintaining a system whereby an offer to deal in securities made by a subscriber to the organisation is communicated, without his identity being revealed, to other subscribers to the organisation, and whereby any acceptance of that offer by any of those other subscribers is recorded and confirmed;
    "listed securities", in relation to a company, means any securities of the company listed on a recognised stock exchange;
    "related company", in relation to any company, means any body corporate which is that company's subsidiary or holding company, or a subsidiary of that company's holding company;
    "securities" means listed securities and, in the case of a company within the meaning of the 1948 Act or a company registered under Part VIII of that Act or an unregistered company, the following securities (even if they are not listed securities), that is to say, any shares, any debentures or any right to subscribe for, call for or make delivery of a share or debenture:
    "share" has the same meaning in relation to companies which were not incorporated under the 1948 Act as it has in relation to companies which were so incorporated;
    "take-over offer for a company" means an offer made to all the holders (or all the holders other than the person making the offer and his nominees) of the shares in the company to acquire those shares or a specified proportion of them, or to all the holders (or all the holders other than the person making the offer and his nominees) of a particular class of those shares to acquire the shares of that class or a specified proportion of them; and
    "unregistered company" means any body corporate to which the provisions specified in Schedule 14 to the 1948 Act apply by virtue of section 435 of that Act (application of provisions to unregistered companies)."

    with the following amendment:

    No. 7, after subsection (3) insert—

    "(3A) For the purposes of this Part of this Act, an off-market dealer shall be taken to make a market in any securities if in the course of his business as an off-market dealer he holds himself out both to prospective buyers and to prospective sellers of those securities (other than particular buyers or sellers) as willing to deal in them otherwise than on a recognised stock exchange."

    I beg to move, That this House doth agree with the Lords in the said amendment.

    This amendment defines what is meant in Commons amendment No. 217 by an off-market dealer making a market in securities.

    Question put and agreed to.