Companies Act 1985

209 Interests to be disregarded. E+W+S

(1) The following interests in shares are disregarded for purposes of sections 198 to 202—

(a) where property is held on trust according to the law of England and Wales and an interest in shares is comprised in that property, an interest in reversion or remainder or of a bare trustee or a custodian trustee, and any discretionary interest;

(b) where property is held on trust according to the law of Scotland and an interest in shares is comprised in that property, an interest in fee or of a simple trustee and any discretionary interest;

(c) an interest which subsists by virtue of an authorised unit trust scheme within the meaning of [F1 the Financial Services Act 1986], a scheme made under section 22 of the M1 Charities Act 1960, section 11 of the M2 Trustee Investments Act 1961 or section 1 of the M3 Administration of Justice Act 1965 or the scheme set out in the Schedule to the M4 Church Funds Investment Measure 1958;

(d) an interest of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares held by them or of any other person in shares held by those Trustees or that Trust otherwise than as simple trustees;

(e) an interest for the life of himself or another of a person under a settlement in the case of which the property comprised in the settlement consists of or includes shares, and the conditions mentioned in subsection (3) below are satisfied;

(f) an exempt interest held by a recognised jobber [F2 or market maker];

(g) an exempt security interest;

(h) an interest of the President of the Family Division of the High Court subsisting by virtue of section 9 of the M5 Administration of Estates Act 1925;

(i) an interest of the Accountant General of the Supreme Court in shares held by him;

(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F3

(2) A person is not by virtue of section 208(4)(b) taken to be interested in shares by reason only that he has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting, or has been appointed by a corporation to act as its representative at any meeting of a company or of any class of its members.

(3) The conditions referred to in subsection (1)(e) are, in relation to a settlement—

(a) that it is irrevocable, and

(b) that the settlor (within the meaning of section [F4 670 of the Income and Corporation Taxes Act 1988]) has no interest in any income arising under, or property comprised in, the settlement.

(4) A person is a recognised jobber for purposes of subsection (1)(f) if he is a member of The Stock Exchange recognised by the Council of The Stock Exchange as carrying on the business of a jobber; and an interest of such a person in shares is an exempt interest for those purposes if—

(a) he carries on that business in the United Kingdom, and

(b) he holds the interest for the purposes of that business.

[F5 (4A) A person is a market maker for the purposes of subsection (1)(f) if—

(a) he holds himself out at all normal times in compliance with the rules of a recognised investment exchange other than an overseas investment exchange (within the meaning of the Financial Services Act 1986) as willing to buy and sell securities at prices specified by him; and

(b) is recognised as doing so by that investment exchange;

and an interest of such a person in shares is an exempt interest if he carries on business as a market maker in the United Kingdom, is subject to such rules in the carrying on of that business and holds the interest for the purposes of that business.]

(5) An interest in shares is an exempt security interest for purposes of subsection (1)(g) if—

(a) it is held by a person who is—

(i) [F6 a banking company], or an insurance company to which Part II of the M6 Insurance Companies Act 1982 applies, or

(ii) a trustee savings bank (within the M7 Trustee Savings Banks Act 1981), or

(iii) a member of The Stock Exchange carrying on business in the United Kingdom as a stockbroker,

and

(b) it is held by way of security only for the purposes of a transaction entered into in the ordinary course of his business as such a person,

or if it is held by way of security only either by the Bank of England or by the Post Office for the purposes of a transaction entered into in the ordinary course of that part of the business of the Post Office which consists of the provision of banking services.

Textual Amendments

F1 Words substituted by Financial Service Act 1986 (c. 60, SIF 69), s. 212(2), Sch. 16 para. 18

F2 Words inserted by Financial Services Act 1986 (c. 60, SIF 69), s. 197(1)(a)

F3 S. 209(1)(j) repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

F4 Words substituted by Income and Corporation Taxes Act 1988 (c. 1, SIF 63:1), s. 844, Sch. 29 para. 32, Table

F5 S. 209(4A) inserted by Financial Services Act 1986 (c. 60, SIF 69), s. 197(1)(b

F6 Words substituted by virtue of Banking Act 1987 (c. 22, SIF 10), s. 108(1), Sch. 6 para. 18(1) and (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9) Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 2

Marginal Citations

M1 1960 c. 58.

M2 1961 c. 62.

M3 1965 c. 2.

M4 1958 No. 1.

M5 1925 c. 23.

M6 1982 c. 50.

M7 1981 c. 65.