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Lord Inglewood: My Lords, I am grateful to the noble Lord, Lord Donoughue, for those remarks.

On Question, Motion agreed to.

COMMONS AMENDMENTS

172

Schedule 2, page 91, line 10, at end insert--


'( ) in paragraph (b) of the definition of "control" for "by virtue of the rules regulating that or any other body" there is substituted "by whatever means and whether directly or indirectly",'.
173

Page 91, line 25, at end insert--


'( ) After sub-paragraph (1) there is inserted--
"(1A) For the purpose of determining the persons who are the associates of a body corporate for the purposes of this Schedule--
(a) an individual shall be regarded as an associate of a body corporate if he is a director of that body corporate, and
(b) a body corporate and another body corporate shall be regarded as associates of each other if one controls the other or if the same person controls both."'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 172 and 173. I have already spoken to them with Amendment No. 171.

Moved, That the House do agree with the Commons in their Amendments Nos. 172 and 173.--(Lord Inglewood.)

On Question, Motion agreed to.

COMMONS AMENDMENT

174

Schedule 2, page 91, leave out line 26 and insert--


'(3) For sub-paragraph (3) there is substituted--
"(3) For the purposes of this Schedule a person controls a body corporate if--

18 Jul 1996 : Column 1031


(a) he holds, or is beneficially entitled to, more than 50 per cent. of the equity share capital in the body, or possesses more than 50 per cent. of the voting power in it, or'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 174.

Moved, That the House do agree with the Commons in their Amendment No. 174.--(Lord Inglewood.)

[Amendment No. 174A, as an amendment to Commons Amendment No. 174, not moved.]

On Question, Motion agreed to.

COMMONS AMENDMENT

175

Schedule 2, page 91, line 30, leave out 'secure' and insert 'achieve the result'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 175.

Moved, That the House do agree with the Commons in their Amendment No. 175.--(Lord Inglewood.)

On Question, Motion agreed to.

COMMONS AMENDMENT

176

Schedule 2, page 91, line 31, at end insert 'or


(c) he holds, or is beneficially entitled to, 50 per cent of the equity share capital in that body, or possesses 50 per cent of the voting power in it, and an arrangement exists between him and any other participant in the body as to the manner in which any voting power in the body possessed by either of them is to be exercised, or as to the omission by either of them to exercise such voting power.
(3A) For the purposes of sub-paragraph (3)(c)--
(a) "arrangement" includes any agreement or arrangement, whether or not it is, or is intended to be, legally enforceable, and
(b) a person shall be treated--
(i) as holding, or being beneficially entitled to, any equity share capital which is held by a body corporate which he controls or to which such a body corporate is beneficially entitled, and
(ii) as possessing any voting power possessed by such a body corporate."'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 176. I spoke to this amendment with Amendment No. 171.

Moved, That the House do agree with the Commons in their Amendment No. 176.--(Lord Inglewood.)

[Amendments Nos. 176A to 176L, as amendments to Commons Amendment No. 176, not moved.]

On Question, Motion agreed to.

COMMONS AMENDMENT

177

Schedule 2, page 91, line 32, at end insert--


'( ) For sub-paragraph (6) there is substituted--
"(6) In this Schedule any reference to a participant with more than a 20 per cent. interest in a body corporate is a reference to a person who--

18 Jul 1996 : Column 1032


(a) holds or is beneficially entitled to more than 20 per cent. of the shares in that body, or
(b) possesses more than 20 per cent. of the voting power in that body.
(7) Sub-paragraph (6) shall have effect subject to the necessary modifications in relation to other references in this Schedule--
(a) to an interest of more than a specified percentage in a body corporate, or
(b) to an interest of a specified percentage or more in a body corporate.
(8) Any reference in this Schedule to a person who is over a particular age is a reference to a person who has attained that age'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendment No. l77.

Moved, That the House do agree with the Commons in their Amendment No. 177.--(Lord Inglewood.)

[Amendments Nos. 177A and 177B, as amendments to Commons Amendment No. 177, not moved.]

As an amendment to Commons Amendment No. 177.

177C

Line 18, at end insert--


(".--(1) Paragraph 2 of Part I of Schedule 2 is amended as follows.
(2) At the beginning of sub-paragraph (1) there is inserted "Subject to sub-paragraph (1A)".
(3) After sub-paragraph (1) there is inserted--
"(1A) For the purposes of this Schedule, a person's holding of shares, or possession of voting power, in a body corporate shall be disregarded if, or to the extent that--
(a) he holds the shares--
(i) as a nominee,
(ii) as a custodian (whether under a trust or by a contract), or
(iii) under an arrangement pursuant to which he has issued, or is to issue, depositary receipts, as defined by section 220(1) of the Companies Act 1985, in respect of the shares concerned, and
(b) he is bound (whether by contract or otherwise) not to exercise the voting rights in respect of the shares or not to exercise them otherwise than in accordance with the instructions of another.
(1B) For the purposes of sub-paragraph (1A)(b), voting rights which a person is entitled to exercise or of which he is entitled to control the exercise only in certain circumstances shall be taken into account only when those circumstances have arisen and for long as they continue to obtain."").

MANUSCRIPT AMENDMENTS TO AMENDMENT No. 177C

177D

Line 9, at end insert ("concerned")


177E

Line 17, leave out from ("is") to end of line 20 and insert ("not entitled to exercise or control the exercise of voting rights in respect of the shares concerned")


177F

Line 21, after ("(1A(b)") insert--


("(a) a person is not entitled to exercise or control the exercise of voting rights in respect of shares if he is bound (whether by contract or otherwise) not to exercise the voting rights, or not to exercise them otherwise than in accordance with the instructions of another, and

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(b)")

Lord Inglewood: My Lords, before moving Amendment No. 177C as an amendment to Commons Amendment No. 177, I beg to move manuscript Amendments Nos. 177D to 177F.

I think I owe the House an apology for causing a lot of this complication. I commend the manuscript amendments.

On Question, manuscript Amendments Nos. 177D to 177F, as amendments to Amendment No. 177C, agreed to.

Lord Inglewood: My Lords, I beg to move, as an amendment to Commons Amendment No. 177, Amendment No. 177C.

On Question, Amendment No. 177C, as amended, as an amendment to Commons Amendment No. 177, agreed to.

On Question, Commons Amendment No. 177, as amended, agreed to.

COMMONS AMENDMENT

178

Page 91, line 32, at end insert--


'1A. For paragraph 3 of Part I of Schedule 2 there is substituted--
"3. For the purposes of this Schedule the following persons shall be treated as connected with a particular person--
(a) a person who controls that person,
(b) an associate of that person or of a person falling within paragraph (a), and
(c) a body which is controlled by that person or by an associate of that person."'.

Lord Inglewood: My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 178. I have already spoken to this amendment with Commons Amendment No. 171. I commend the amendment.

Moved, That the House do agree with the Commons in their Amendment No. 178.--(Lord Inglewood.)

On Question, Motion agreed to.


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