Section 8. Interests in shares

1. This section shall have effect for the purposes of sections 56, 59, Subdivision 7 of Division 1 of Part III and section 219 respectively.

2. Where any property held in trust consists of or includes shares in which a person knows or has reasonable grounds for believing that he has an interest in the shares, he shall be deemed to have such interest.

3. A right does not constitute an interest in a share where—

   • the right is being issued or offered to the public for subscription or purchase of interest under the Interest Schemes Act 2016;

   • the public was invited to subscribe for or purchase such a right, and the right was so subscribed for or purchased;

   • such right is held by the management company and was issued for the purpose of an offer to the public under the Interest Schemes Act 2016; or

   • such right is a right which has been prescribed, after consultation with the Minister charged with the responsibility for finance, as not being an interest in a share.

4. A person shall be deemed to have an interest in a share where a body corporate has an interest in a share and—

   • the body corporate is, or its directors are accustomed, or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person in relation to that share;

   • that person has a controlling interest in the body corporate; or

   • that person or his associates, or that person and his associates are entitled to exercise or control the exercise of not less than twenty per centum of the votes attached to the voting shares in the body corporate.

5. For the purposes of paragraph (4)(c), a person is an associate of another person if the person is—

   • a corporation which is a related corporation;

   • a person in accordance with whose directions, instructions or wishes that other person is accustomed, or is under an obligation, whether formal or informal, to act in relation to the share referred to in subsection (4);

   • a person who is accustomed, or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that share;

   • a body corporate which is, or the directors of which are, accustomed or under an obligation whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or

   • a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is accustomed or under an obligation whether formal or informal, to act in relation to that share.

6. A person shall be deemed to have an interest in a share in any one or more of the following circumstances where he—

   • has entered into a contract to purchase a share;

   • has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

   • has the right to acquire a share or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

   • is entitled, otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder.

   • A person shall be deemed to have an interest in a share if that share is held jointly with another person.

7. For the purpose of determining whether a person has an interest in a share, it is immaterial that the interest cannot be related to a particular share.

8. For the purposes of this section, an interest in a share shall be disregarded as an interest if it is—

   • an interest of a person who holds the share as bare trustee;

   • an interest of a person whose ordinary business includes the lending of money or the giving of financing if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money or the giving of financing;

   • an interest of a person being an interest held by him by reason of his holding a prescribed office; and

   • a prescribed interest being an interest of such person, or of the persons included in such class of persons, as is prescribed.

9. An interest in a share shall not be disregarded by reason only of—

   • its remoteness;

   • the manner in which it arose;

   • the fact that the exercise of a right conferred by the interest is, or is capable of being made subject to restraint or restriction; or

   • the fact that it is held by, or in the name of, a central depository or its nominee company under the Securities Industry (Central Depositories) Act 1991 [Act 453].