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Textual Amendments
F1Sch. 1A inserted (8.4.2010 for certain purposes and 1.4.2011 otherwise) by Financial Services Act 2010 (c. 28), ss. 2(6), 26(1)(b)(k), Sch. 1 para. 1 (with Sch. 1 para. 2); S.I. 2010/2480, art. 3
F2Sch. 11A inserted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(2), Sch. 2
F3Sch. 11B inserted (1.10.2009) by The Financial Services and Markets Act 2000 (Amendment) Regulations 2009 (S.I. 2009/2461), reg. 2(2)(3), Sch. (this amendment supersedes the amendment in para. 181(2) of Sch. 1 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941))
1(1) In this Schedule “manager” means a person discharging managerial responsibilities within an issuer.
(2)This Schedule defines what is meant by references in the provisions of this Part relating to disclosure rules to a person being “connected” with a manager (or a manager being “connected” with a person).
2(1) The following persons (and only those persons) are connected with a manager—
(a)members of the manager's family (see paragraph 3);
(b)a body corporate with which the manager is associated (as defined in paragraph 4);
(c)a person acting in his capacity as trustee of a trust—
(i)the beneficiaries of which include the manager or a person who by virtue of paragraph (a) or (b) is connected with him, or
(ii)the terms of which confer a power on the trustees that may be exercised for the benefit of the manager or any such person,
other than a trust for the purposes of an employees' share scheme or a pension scheme;
(d)a person acting in his capacity as partner—
(i)of the manager, or
(ii)of a person who, by virtue of paragraph (a), (b) or (c), is connected with that manager;
(e)a firm that is a legal person under the law by which it is governed and in which—
(i)the manager is a partner,
(ii)a partner is a person who, by virtue of paragraph (a), (b) or (c) is connected with the manager, or
(iii)a partner is a firm in which the manager is a partner or in which there is a partner who, by virtue of paragraph (a), (b) or (c), is connected with the director.
(2)References to a person connected with a manager do not include a person who is also a manager of the issuer in question.
3(1) This paragraph defines what is meant by references to members of a manager's family.
(2)The members of a manager's family are—
(a)the manager's spouse or civil partner;
(b)any relative of the manager who, on the date of the transaction in question, has shared the same household as the manager for at least 12 months;
(c)the manager's children or step-children under the age of 18.
4(1) This paragraph defines what is meant by a manager being “associated” with a body corporate.
(2)A manager is associated with a body corporate if, but only if—
(a)the manager, or a person connected with the manager, is a director or senior executive who has the power to make management decisions affecting the future development and business prospects of the body corporate; or
(b)the manager and the persons connected with the manager together—
(i)are interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital, or
(ii)are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.
(3)The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply for the purposes of this paragraph.
(4)References in this paragraph to voting power the exercise of which is controlled by a manager include voting power whose exercise is controlled by a body corporate controlled by the manager.
(5)Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this paragraph.
5(1) This paragraph defines what is meant by a manager “controlling” a body corporate.
(2)A manager is taken to control a body corporate if, but only if—
(a)the manager or a person connected with the manager—
(i)is interested in any part of the equity share capital of that body, or
(ii)is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and
(b)the manager, the persons connected with the manager and the other managers of the issuer in question, together—
(i)are interested in more than 50% of that share capital, or
(ii)are entitled to exercise or control the exercise of more than 50% of that voting power.
(3)The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply for the purposes of this paragraph.
(4)References in this paragraph to voting power the exercise of which is controlled by a manager include voting power whose exercise is controlled by a body corporate controlled by the manager.
(5)Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this paragraph.
6 For the purposes of paragraphs 4 and 5 (associated bodies corporate and control of a body corporate)—
(a)a body corporate with which a manager is associated is not treated as connected with that manager unless it is also connected with that manager by virtue of sub-paragraph (1)(c) or (d) of that paragraph (connection as trustee or partner); and
(b)a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a manager is associated is not treated as connected with a manager by reason only of that fact.]