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Register of shareholdings of directors etc.
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81. (1) An ICAV shall keep a register showing, in relation to each director and secretary of the ICAV, the number, description and amount of any shares in or debentures of—
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(a) the ICAV, or
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(b) any other body corporate which is the ICAV’s subsidiary or holding company, or a subsidiary of the ICAV’s holding company,
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which are held by, or in trust for, him or her, his or her spouse or any child of his or hers of which he or she has any right to become the holder (whether on payment or not).
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(2) The register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other’s wholly-owned subsidiaries and its or their nominees.
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(3) Subject to subsection (4), where any shares or debentures have to be, or cease to be, recorded in the register in relation to any director or secretary by reason of a transaction entered while he or she is a director or secretary the register shall also show the date of, and price or other consideration for, the transaction.
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(4) Where there is an interval between the agreement for any such transaction and the completion of it, the date shall be that of the agreement.
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(5) The nature and extent of the interest or right in or over any shares or debentures recorded in relation to a director or secretary in the register shall, if he or she so requires, be indicated in the register.
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(6) The ICAV shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.
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(7) Subject to subsection (8), the register shall be kept at the same office as the register of members is kept, and shall be open to inspection during business hours (subject to such reasonable restrictions as the ICAV may by its instrument of incorporation or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) by any member or holder of debentures of the ICAV.
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(8) The register shall also be produced at the commencement of the ICAV’s annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.
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(9) Any member or holder of debentures of the ICAV may require a copy of the register, or of any part thereof, on payment of €10, or such less sum as the ICAV may determine.
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(10) The ICAV shall cause any copy so required by any person to be sent to that person within 10 days after the day on which the requirement is received by the ICAV.
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(11) If default is made in complying with subsection (7), the ICAV and any officer of it who is in default commits a category 3 offence.
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(12) If default is made in complying with subsection (1) or (2), or if any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the ICAV and any officer of it who is in default commits a category 3 offence.
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(13) To ensure compliance with the provisions of this section the High Court may by order compel an inspection of the register or direct that the copies required shall be sent to the persons requiring them.
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(14) For the purposes of this section—
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(a) any person in accordance with whose directions or instructions the directors of an ICAV are accustomed to act shall be deemed to be a director of the ICAV;
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(b) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which the person has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust;
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(c) a person shall be deemed to hold, or to have an interest or right in or over any shares or debentures if a body corporate other than the ICAV holds them or has that interest or right in or over them, and either—
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(i) that body corporate or its directors are accustomed to act in accordance with the person’s directions or instructions; or
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(ii) the person is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of that body corporate.
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