- Laws of Fiji

Last Updated: 24 June 2022

[COM 213] Notice to Registrar of substantial interest213

213

(1) Unless exempted by the Registrar in writing, a person must provide the information referred to in subsection (4) in the prescribed form if—

(a)the person begins to have or ceases to have a substantial interest in a listed company or listed managed investment scheme;
(b)the person has a substantial interest in a listed company or listed managed investment scheme and there is a movement in their interest equivalent to at least 1% of the total number of voting shares in the company or voting interests in a listed managed investment scheme; or
(c)the person makes an offer under a registered bidder’s statement.

(2) For the purposes of this section, there is a “movement of at least 1%” in a person’s holding if the percentage worked out using the following formula increases or decreases by one or more percentage points from the percentage they last disclosed under this Part in relation to the company or scheme—

Person’s and related body corporates’ votesTotal votes in company or managed investment scheme × 100

where—

person’s and related body corporates’ votes: is the total number of votes attached to all the voting shares in the company or interests in the managed investment scheme (if any) that the person or a related body corporate has a relevant interest in; and

total votes in company or managed investment scheme: is the total number of votes attached to all voting shares in the company or interests in the managed investment scheme.

(3) A person to whom subsection (1) applies must provide the information referred to in subsection (4) within 3 working days after the person becomes aware of the information to—

(a)the listed company or manager of a listed managed investment scheme;
(b)the Registrar;
(c)the Reserve Bank; and
(d)the relevant securities exchange.

(4) The following information must be provided in the prescribed form for the purposes of subsections (1) and (3) —

(a)the person’s name and address;
(b)details of his or her interest in the voting shares in the company or voting interests in the managed investment scheme;
(c)details of any agreement through which he or she has an interest in voting shares in the company or voting interests in the managed investment scheme;
(d)the name of each related body corporate which has an interest in voting shares in the company or voting interests in the managed investment scheme, together with details of the nature of their relationship, the interest of the related body corporate in voting shares in the company or voting interests in the managed investment scheme and any agreement through which the related body corporate has the interest in voting shares in the company or voting interests in the managed investment scheme;
(e)if the information is being provided because of a movement in their interest, the size and date of that movement;
(f)if the information is being provided because a person has ceased to be a related body corporate, the name of the related body corporate; and
(g)any other particulars prescribed pursuant to regulations made under this Act.