Companies Act 1985 - Model 212 Notice
Section 212 of the Companies Act 1985 gives a public company the
power to investigate the ownership of its shares. Companies do this by
sending a written notice (the 212 notice) to any person or company
whom they have reasonable cause to believe has, or had, an “interest”
(eg. owns, controls or has certain rights over shares) in their relevant
share capital at some time during the three years immediately preceding
the date of issue of the 212 notice. The recipient of the notice is then
required to inform the company making the enquiry whether they have or
had such an interest and if so what the nature of the interest is/was. The
recipient may also be required to inform the company of anyone else
whom they know to have, or have had, an interest in the shares in
question.
The Companies Act does not specify a set format for such notices.
However, the Department of Trade and Industry is aware that there is a
demand for some form of guidance as to what could usefully be included
in these notices. The DTI have therefore produced the attached “model”
212 notice, which companies can adapt for their own purposes.
It must be emphasised that this is not a statutory form and
companies do not have to use this format; neither do they have to
ask all of the questions that are included in the model.
Company Law and Investigations Directorate
Department of Trade and Industry
March 2000
212 Notice
Addressee
Your Address
can be dispensed with if on
headed paper
Dear
Interests in our
(type)
shares
We, require you pursuant to section 212 of the Companies Act 1985, to
provide us, in writing (including by telex or fax), within
(number)
days of
the date of this letter, the following information concerning your interest (within
the meaning of ss. 203-205 and s. 208 of the Act), if any, in our
(type)
shares:-
(i) The number of shares in which you have an interest [as at the date of your
reply to this letter] (your “current interest”) and the number of shares in which
you have had an interest at