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← Companies Act 1981

Companies Act 1981 s 72

Companies Act 1981 s 72

s 72 Supplementary provisions

(1) Where a person authorises any other person (“ the agent ”) to acquire or dispose of, on his behalf, interests in shares comprised in relevant share capital of a public company, he shall secure that the agent notifies him immediately of acquisitions or disposals of interests in shares so comprised effected by the agent which will or may give rise to any obligation on his part to make a notification under section 63 of this Act with respect to his interest in that share capital. (2) An obligation to make any notification imposed on any person by any provision of sections 63 to 65 of this Act shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address, and in a case where he is a director of the company, is expressed to be given in fulfilment of that obligation. (3) A person who— (a) fails to fulfil, within the proper period, an obligation to make any notification required by any provision of section 63 of this Act; or (b) in purported fulfilment of any such obligation makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false ; or (c) fails to fulfil, within the proper period, an obligation to give any other person any notice required by section 68 of this Act; or (d) fails without reasonable excuse to comply with subsection (1) above ; shall be guilty of an offence under this section. (4) A person who is guilty of an offence under this section shall be liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both; and Companies Act 1981 c. 62 (b) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum, or both. (5) It shall be a defence for a person charged with an offence under subsection (3)(c) above to prove that it was not possible for him to give the notice to that other person required by section 68 within the proper period, and either— (a) that it has not since become possible for him to give the notice so required ; or (b) that he gave that notice as soon after the end of that period as it became possible for him to do so. (6) Where a person is convicted of an offence under this section, other than an offence relating to his ceasing to be interested in shares in any company, the Secretary of State may direct that the shares in relation to which the offence was committed shall, until further order, be subject to the restrictions imposed by section 174 of the 1948 Act. (7) Subsection (6) above shall apply in relation to shares in any company notwithstanding any power contained in the memorandum or articles of the company enabling it to impose similar restrictions on the shares in question itself. (8) Subsections (3) to (7) of section 174 of the 1948 Act shall apply in relation to any shares subject to the restrictions imposed by that section by virtue of an order under this section as those subsections apply where the restrictions are imposed by virtue of an order under that section. (9) Proceedings in respect of an offence under this section shall not, in England and Wales, be instituted except by, or with the consent of, the Secretary of State or the Director of Public Prosecutions.

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