Next (SCHEDULE Stabilisation Rules)

8 1999

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Number 8 of 1999


COMPANIES (AMENDMENT) ACT, 1999


ARRANGEMENT OF SECTIONS

Section

1.

Interpretation.

2.

Restriction of section 108 of Act of 1990.

3.

Disclosure of interests in relevant share capital.

4.

Amendment of section 110 of Act of 1990.

5.

Removal of difficulties.

6.

Revocations.

7.

Short title, collective citation, construction and commencement.

SCHEDULE

Stabilisation Rules

Acts Referred to

Companies Act, 1963

1963, No. 33

Companies Act, 1990

1990, No. 33

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Number 8 of 1999


COMPANIES (AMENDMENT) ACT, 1999


AN ACT TO AMEND AND EXTEND PARTS IV AND V OF THE COMPANIES ACT, 1990, TO PERMIT STABILISING ACTIVITY IN RELATION TO THE ISSUE OR SALE OF SECURITIES AND TO PROVIDE FOR CONNECTED MATTERS. [19th May, 1999]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

Interpretation.

1. —(1) In this Act—

“the Act of 1990” means the Companies Act, 1990;

“closing date” has the meaning assigned by the Stabilisation Rules;

“the Principal Act” means the Companies Act, 1963;

“stabilising period” has, in relation to anything done in the State pursuant to the Stabilisation Rules, the meaning assigned by the Stabilisation Rules and, in relation to anything done in a jurisdiction outside the State for the purpose of stabilising or maintaining the market price of securities, means the period beginning on—

(a) in the case of an issue or offer for sale of securities (not being an issue of debentures or other debt securities), the date on which the earliest public announcement of such issue or offer is made which states the issue price or the offer price, as the case may be, for those securities, or

(b) in the case of an issue of debentures or other debt securities, the date on which the earliest public announcement of such issue is made, whether or not that announcement states the issue price,

and ending on the expiration of—

(i) the day which is 30 days after the closing date, or

(ii) the day which a manager appointed by the issuer or, as the case may be, the offeror to conduct stabilising activity shall have notified a stock exchange on which stabilising activity was being conducted as the day on which it determined that it would take no further action to stabilise or maintain the market price of the securities concerned,

whichever first occurs;

“Stabilisation Rules” means the rules referred to by that name which are set out in the Schedule.

(2) In this Act—

(a) a reference to a Part, section or Schedule is a reference to a Part or section of, or a Schedule to, this Act, unless it is indicated that reference to some other enactment is intended,

(b) a reference to a subsection, paragraph, subparagraph, clause or subclause is a reference to the subsection, paragraph, subparagraph, clause or subclause of the provision in which the reference occurs unless it is indicated that reference to some other provision is intended, and

(c) a reference to any enactment is a reference to that enactment as amended, extended or adapted by or under any subsequent enactment including this Act.

Restriction of section 108 of Act of 1990.

2. —Section 108 of the Act of 1990 shall not be regarded as having been contravened by reason of—

(a) anything done in the State for the purpose of stabilising or maintaining the market price of securities if it is done in conformity with the Stabilisation Rules, or

(b) any action taken during the stabilising period by a person in any jurisdiction other than the State for the purpose of stabilising or maintaining the market price of securities, but only if the action taken is, in all material respects, permitted by or is otherwise in accordance with all relevant requirements applicable to such actions in the jurisdiction where such action is effected, including, if those securities are also listed on a stock exchange in that jurisdiction, the rules or other regulatory requirements governing that stock exchange.

Disclosure of interests in relevant share capital.

3. —(1) The acquisition or disposal of interests in relevant share capital by a person during the stabilising period concerned, which—

(a) is done for the purpose of stabilising or maintaining the market price of securities, and

(b) is so done either in conformity with the Stabilisation Rules or is an acquisition or disposal to which section 2(b) relates,

shall be disregarded during the stabilising period for the purposes of sections 67 to 79 of the Act of 1990.

(2) Any interest in relevant share capital which—

(a) was acquired by a person during the stabilising period for the purpose of stabilising or maintaining the market price of securities,

(b) was so acquired in accordance with this Act, and

(c) continues to be held by such person at the end of the stabilising period,

shall be treated, for the purposes of sections 67 to 79 of the Act of 1990, as having been acquired by such person on the first day following the end of the stabilising period that is not a Saturday, Sunday or public holiday.

(3) Notwithstanding subsection (1), subsection (4) of section 91 of the Act of 1990 shall operate to determine the interests which are to be notified to the Irish Stock Exchange Limited, and the manner in which they are to be so notified, under subsection (2) of that section.

(4) In this section “relevant share capital” has the meaning assigned by section 67(2) of the Act of 1990.

Amendment of section 110 of Act of 1990.

4. —Section 110 of the Act of 1990 is hereby amended by the insertion of the following after subsection (2):

“(2A) A person shall be regarded as having entered in good faith into a transaction to which subsection (2)(b) relates, if such person enters in good faith into—

(a) negotiations with a view to entering an agreement to which paragraph (b) or (c) would relate, or

(b) an agreement to underwrite securities, or

(c) an agreement, in advance of dealing facilities being provided by a recognised stock exchange for securities, to acquire or subscribe for a specified number of those securities, or

(d) a transaction in accordance with such person's obligations under an agreement to which paragraph (b) or (c) relates.”.

Removal of difficulties.

5. —(1) Where, in any respect, any difficulty arises in the operation of any provision of the Stabilisation Rules, the Minister for Enterprise, Trade and Employment may by regulations amend the Stabilisation Rules to do anything which appears to him or her to be necessary or expedient for removing that difficulty, and any such regulations may modify any provision of the Stabilisation Rules or add thereto so far as may be necessary or expedient for carrying the Schedule into effect.

(2) Every regulation made under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and if a resolution annulling the regulation is passed by either such House within the next 21 days on which that House has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

Revocations

6. —The Companies Act, 1990 (Insider Dealing) Regulations, 1991 (S.I. No. 151 of 1991), and the Companies Act, 1990 (Insider Dealing) Regulations, 1992 (S.I. No. 131 of 1992), are hereby revoked.

Short title, collective citation, construction and commencement.

7. —(1) This Act may be cited as the Companies (Amendment) Act, 1999.

(2) This Act and the Companies Acts, 1963 to 1990, may be cited together as the Companies Acts, 1963 to 1999, and shall be construed together as one.

(3) This Act shall come into operation on such day or days as may be appointed by order or orders made by the Minister for Enterprise, Trade and Employment, either generally or with reference to any particular purpose or provision, and different days may be so appointed for different purposes and different provisions of this Act.