No. S 138
Companies Act
(Chapter 50)
Companies (Exemption from Notification of Substantial Shareholding) Order 2004
In exercise of the powers conferred by section 80(3) of the Companies Act, the Minister for Finance hereby makes the following Order:
Citation and commencement
1.    This Order may be cited as the Companies (Exemption from Notification of Substantial Shareholding) Order 2004 and shall come into operation on 1st April 2004.
Exemption from Division 4 of Part IV of Act
2.—(1)  The Minister hereby exempts the following persons from Division 4 of Part IV of the Act:
(a)any person, being the holder of a capital markets services licence or an exempt person, who acts as a securities lending intermediary in a securities lending transaction where the securities are transferred to and out of the person’s securities account within 2 business days; and
(b)any substantial shareholder, not being a person referred to in sub-paragraph (a), who lends his securities to any borrower pursuant to a securities lending arrangement, subject to the condition specified in sub-paragraph (2).
(2)  The condition referred to in sub-paragraph (1)(b) is there is in force between the substantial shareholder and the borrower an agreement for the lending of the securities which provides that the substantial shareholder shall —
(a)retain all beneficial interests in the securities; and
(b)be in a position to exercise any of his rights as a shareholder of the securities.
(3)  In this paragraph —
“borrower” includes a securities lending intermediary;
“capital markets services licence” and “exempt person” have the same meanings as in section 2(1) of the Securities and Futures Act (Cap. 289);
“securities”, in relation to a securities lending transaction, means the shares that are the subject of the securities lending transaction.

Made this 25th day of March 2004.

Permanent Secretary,
Ministry of Finance,
[F14.1.0032 V12; AG/LEG/SL/50/2002/1/Vol.6]