Revised Laws of Saint Lucia (2021)

91.   Interest in securities

  1.  

    (1)   A person shall be deemed to have an interest in a security where a body corporate has an interest in a security and—

    1.  

      (a)     the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person in relation to that security;

    1.  

      (b)     that person has a controlling interest in the body corporate; or

    1.  

      (c)     that person is, or the associates of that person or that person and his or her associates are, entitled to exercise or control the exercise of not less than 15% of the votes attached to the voting shares in the body corporate.

  1.  

    (2)   For the purposes of subsection (1)(c), a person is an associate of another person if the first-mentioned person is—

    1.  

      (a)     a company which, by virtue of section 143, is deemed to be related to that other person;

    1.  

      (b)     a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation, whether formal or informal, to act in relation to the security referred to in subsection (1);

    1.  

      (c)     a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that security;

    1.  

      (d)     a body corporate which is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that security; or

    1.  

      (e)     a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is accustomed or under an obligation, whether formal or informal, to act in relation to that security.

  1.  

    (3)   A person shall be deemed to have an interest in a security in any one or more of the following circumstances where that person—

    1.  

      (a)     has entered into a contract to purchase a security;

    1.  

      (b)     has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or herself or to his or her order, whether the right is exercisable presently or in the future and whether on the fulfillment of a condition or not;

    1.  

      (c)     has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable presently or in the future and whether on the fulfillment of a condition or not; or

    1.  

      (d)     is entitled, otherwise than by reason of his or her having been appointed a proxy or representative to vote at a meeting of members of a body corporate or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he is the registered holder.

  1.  

    (4)   A person shall be deemed to have an interest in a security if that security is held jointly with another person.

  1.  

    (5)   Where any property held in trust consists of or includes securities in which a person knows, or has reasonable grounds for believing, that he has an interest, he or she or shall be deemed to have interest in those securities.

  1.  

    (6)   The following shall not constitute an interest in a security for the purpose of this Part—

    1.  

      (a)     an interest in a security if the interest is that of a person who holds the security as bare trustee;

    1.  

      (b)     an interest in a security of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;

    1.  

      (c)     an interest of a person in a security being an interest held by him by reason of his or her holding a prescribed office; and

    1.  

      (d)     a prescribed interest in a security being an interest of such person, or of the persons included in such class of persons, as is prescribed.