Section 154: Meaning of “relevant interest”

154. Meaning of “relevant interest” (1) For the purposes of section 155, a director of a company has a relevant interest in a share issued by a company (whether or not the director is registered in the share register as the holder of it) if the director— (a) is a beneficial owner of the share; (b) has the power to exercise any right to vote attached to the share; (c) has the power to control the exercise of any right to vote attached to the share; (d) has the power to acquire or dispose of the share; (e) has the power to control the acquisition or disposition of the share by another person; or (f) under, or by virtue of, any trust, agreement, arrangement or understanding relating to the share (whether or not that person is a party to it)— (i) may at any time have the power to exercise any right to vote attached to the share; (ii) may at any time have the power to control the exercise of any right to vote attached to the share; (iii) may at any time have the power to acquire or dispose of, the share; or (iv) may at any time have the power to control the acquisition or disposition of the share by another person. (2) Where a person would (if that person were a director of the company) have a relevant interest in a share by virtue of subsection (1) and— (a) that person or its directors are accustomed or under an obligation, whether legally enforceable or not, to act in accordance with the directions, instructions, or wishes of a director of the company in relation to— (i) the exercise of the right to vote attached to the share; [Issue 1] C35 – 98 Revised Laws of Mauritius (ii) the control of the exercise of any right to vote attached to the share; (iii) the acquisition or disposition of the share; or (iv) the exercise of the power to control the acquisition or disposition of the share by another person; (b) a director or the company has the power to exercise the right to vote attached to 20 per cent or more of the shares of that person; (c) a director of the company has the power to control the exercise of the right to vote attached to 20 per cent or more of the shares of that person; (d) a director of the company has the power to acquire or dispose of 20 per cent or more of the shares of that person; or (e) a director of the company has the power to control the acquisition or disposition of 20 per cent or more of the shares of that person, that director has a relevant interest in the share. (3) A person who has, or may have, a power referred to in any of the paragraphs (b) to (f) of subsection (1), has a relevant interest in a share regardless of whether the power— (a) is express or implied; (b) is direct or indirect; (c) is legally enforceable or not; (d) is related to a particular share or not; (e) is subject to restraint or restriction or is capable of being made subject to restraint or restriction; (f) is exercisable presently or in the future; (g) is exercisable only on the fulfilment of a condition; (h) is exercisable alone or jointly with another person or persons. (4) A power referred to in subsection (1) exercisable jointly with another person or persons is deemed to be exercisable by either or any of those persons. (5) A reference to a power includes a reference to a power that arises from, or is capable of being exercised as the result of, a breach of any trust, agreement, arrangement, or understanding, or any of them, whether or not it is legally enforceable.