Companies Act 2014 section 263

Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.

Section 263 sets out the fourth and fifth cases in which a director or secretary of a company must notify their company about the grant, exercise or assignment of subscription rights over shares or debentures within the same corporate group, including where such events involve a spouse, civil partner or child.

• Directors and secretaries must notify their company in writing when they (or a spouse, civil partner or child) are granted or exercise a right to subscribe for shares or debentures of another group company, or when they enter into a contract to sell shares or debentures, or assign subscription rights
• The notification must include the nature of the event, the number or amount and class of shares or debentures involved, and the consideration payable
• Where the director or secretary is unaware of the event at the time it occurs — for example because it was carried out on their behalf by an agent or because the grantor did not inform them immediately — the duty to notify only arises once they become aware, though in any proceedings it is presumed that no such exceptional circumstance applies unless proven otherwise
• No notification duty arises if the aggregate interest of the director or secretary together with their spouse, civil partner and children in shares of the body corporate concerned falls within the threshold set out in section 260(f)(i), meaning where a share option of one per cent or less is granted by a parent company to a director it need not be reported