5Relevant interests in securities

##### 5 Relevant interests in securities (1) Subject to this section, a person has a relevant interest in securities if: (a) in the case of securities that carry a right to vote at a meeting of a body corporate or unincorporate, that person has power: (i) to exercise, or to control the exercise of, that right to vote; or (ii) to dispose of, or to exercise control over the disposal of, those securities; and (b) in the case of securities to which paragraph (a) does not apply—that person has power to dispose of, or to exercise control over the disposal of, those securities. (2) It is immaterial for the purposes of this section whether the power of a person: (a) to exercise, or to control the exercise of, a right to vote carried by securities; or (b) to dispose of, or to exercise control over the disposal of, securities; is express or implied or formal or informal, is exercisable alone or jointly with another person or other persons, cannot be related to a particular security, or is, or is capable of being made, subject to restraint or restriction, and any such power exercisable jointly with another person or other persons shall, for those purposes, be deemed to be exercisable by either or any of those persons. (3) A reference in this section to power or control includes a reference to power or control that is direct or indirect or is, or is capable of being, exercised as a result of, or by means of, or in breach of, or by revocation of, trusts, agreements, arrangements, understandings and practices or any of them, whether or not they are enforceable, and a reference in this section to a controlling interest includes a reference to such an interest as gives control. (4) Without limiting the generality of subsections (1), (2) and (3), where a body corporate has, or is by virtue of this section to be deemed to have, power: (a) to exercise, or to control the exercise of, a right to vote carried by securities; or (b) to dispose of, or to exercise control over the disposal of, securities; and: (c) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to the exercise of the power; or (d) a person has a controlling interest in the body corporate; that person shall, for the purposes of this section, be deemed to have the same power in relation to those securities as the body corporate has or is to be deemed to have. (5) Where a body corporate has, or is by virtue of this section (other than this subsection) to be deemed to have, power: (a) to exercise, or to control the exercise of, the right to vote carried by securities; or (b) to dispose of, or to exercise control over the disposal of, securities; a person (in this subsection referred to as the relevant person) shall, for the purposes of this section, be deemed to have the same power in relation to those securities as the body corporate has, or is to be deemed to have, if: (c) the relevant person has; (d) a person associated with the relevant person has; (e) persons associated with the relevant person together have; or (f) the relevant person and a person or persons associated with the relevant person together have; the power to exercise, or to control the exercise of, the voting power attached to not less than the prescribed percentage of the voting shares in the body corporate. (6) Where a person: (a) has entered into an agreement with respect to securities; (b) has a right relating to securities, whether the right is enforceable presently or in the future and whether on the fulfilment of a condition or not; or (c) has an option with respect to securities; and, on performance of the agreement, enforcement of the right or exercise of the option, that person would have a relevant interest in those securities, he shall, for the purposes of this section, be deemed to have that relevant interest in those securities. (7) For the purposes of this section, where a body corporate is to be deemed, by virtue of subsection (6), to have a relevant interest in securities and: (a) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to the exercise of, or the control of the exercise of, any right to vote attached to those securities, or in relation to the disposal of, or the exercise of control over the disposal of, those securities; (b) a person has a controlling interest in the body corporate; or (c) a person has power to exercise, or to control the exercise of, the voting power attached to not less than the prescribed percentage of the voting shares in the body corporate; that person shall be deemed to have a relevant interest in those securities. (8) A relevant interest in securities shall be disregarded if: (a) the ordinary business of the person who has the relevant interest includes the lending of money and he has authority to exercise his powers as the holder of the relevant interest only by reason of a security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money, not being a transaction entered into with a person associated with the first‑mentioned person; (b) the relevant interest is that of a person who has it by reason of his holding a prescribed office; (c) the securities are subject to a trust, the relevant interest is that of a trustee and: (i) a beneficiary is to be deemed, by virtue of subsection (6), to have a relevant interest in the securities by virtue of a presently enforceable and unconditional right referred to in paragraph (b) of that subsection; or (ii) the trustee is a bare trustee; (d) the ordinary business of the person who has the relevant interest includes dealing in securities and he has authority to exercise his powers as the holder of the relevant interest only by reason of instructions given to him by or on behalf of another person to dispose of those securities on behalf of the other person in the ordinary course of business; or (e) the relevant interest is that of a person who has it by reason only of his having been appointed as a proxy or representative to vote at a particular meeting of members, or of a class of members, of a body corporate or unincorporate, not being an appointment in return for the making of which the person or a person associated with the person provided valuable consideration. (9) For the purposes of subparagraph (8)(c)(ii), a trustee shall not be taken not to be a bare trustee by reason only of the fact that the trustee is entitled in his capacity as a trustee to be remunerated out of the income or property of the trust. (9A) A person may, by virtue of this section, be taken or deemed, for the purposes of this Act, to have a relevant interest in securities issued or made available by the person. (10) A relevant interest in securities shall not be disregarded by reason only of: (a) its remoteness; or (b) the manner in which it arose. (11) The regulations may provide that relevant interests or particular classes of relevant interests, or relevant interests held by particular persons or by particular classes of persons, in securities, or in particular classes of securities, shall, in such circumstances and subject to such conditions (if any) as are specified in the regulations, be disregarded for the purposes of the provisions of this Act or for the purposes of such of those provisions as are specified in the regulations. (12) A reference in this section to the prescribed percentage is a reference to 20% or, where a lesser percentage is prescribed by regulations in force for the time being for the purposes of section 11 of the Companies (Acquisition of Shares) Act 1980, a reference to that lesser percentage.