Companies Act 2014 section 258

Circumstances in which person is to be regarded as having disclosable interest in shares or debentures

Section 258 defines the various circumstances in which a person is treated as having a disclosable interest in shares or debentures for the purposes of the disclosure regime.

• A person has a disclosable interest if they contract to purchase shares or debentures, are the registered holder or joint holder, or can exercise or control rights attached to the holding even without being on the register.
• A person is also treated as having an interest where a body corporate holds the shares and that body corporate or its directors act on the person's directions, or the person controls one third or more of its voting power — effectively catching shadow directors and controlling individuals.
• Rights to call for delivery of shares, rights to acquire an interest, or obligations to take an interest — whether conditional or absolute and other than under a trust — also give rise to a disclosable interest.
• Trust beneficiaries are caught where the trust property includes shares or debentures, even if the beneficiary would not otherwise be regarded as having an interest; and the concept of voting power excludes powers that arise only in specified circumstances, while control of one third of voting power in one body corporate can cascade through to voting power held by that body corporate in another.