The Financial Services Act 1986 (Uncertificated Securities) (Extension of Scope of Act) Order 1996

Amendments to the Act

2.—(1) After paragraph 16 of Schedule 1 to the Act there shall be added the following—

“Sending dematerialised instructions etc.

16A.   Sending on behalf of another person dematerialised instructions relating to an investment by means of a relevant system in respect of which an Operator is approved under the Uncertificated Securities Regulations 1995(1), or offering or agreeing to do so, or causing on behalf of another person such instructions to be sent by such means or offering or agreeing to do so.

Notes

(1) This paragraph does not apply to a person by reason of his sending, or causing the sending of, instructions on behalf of—

(a) a participating issuer or settlement bank acting in its capacity as such; or

(b) an offeror making a takeover offer,

or by reason of his offering or agreeing to do so.

(2) For the purposes of this paragraph a person shall be taken to cause, or to offer or agree to cause, the sending of a dematerialised instruction only if he is a system-participant.

(3) In this paragraph—

• “dematerialised instruction”, “participating issuer”, “relevant system”, “settlement bank”,“system-participant” and “Operator” have the meanings given by regulation 3 of the Uncertificated Securities Regulations 1995; and

• “offeror” and “takeover offer” have the meanings given by section 428 of the Companies Act 1985(2).”

(2) After sub-paragraph (5) of paragraph 18 of Schedule 1 to the Act there shall be added the following—

“(5A) Paragraph 16A does not apply to a body corporate by reason of its sending, or causing the sending of, dematerialised instructions relating to an investment or offering or agreeing to do so if—

(a) the person on whose behalf the instructions are, or are to be, sent or caused to be sent is a body corporate in the same group; and

(b) the investment to which the instructions relate, or will relate, is one in respect of which a body corporate in the same group is registered as the holder on the appropriate register of securities, or will be so registered as a result of the instructions.

(5B) In sub-paragraph (5A) “register of securities” has the meaning given by regulation 3 of the Uncertificated Securities Regulations 1995.”

(3) After sub-paragraph (4) of paragraph 22 of Schedule 1 to the Act there shall be added the following—

“(4A) Paragraph 16A does not apply to a person by reason of his sending, or causing the sending of, dematerialised instructions relating to an investment held by him as trustee or as personal representative, or by reason of his offering or agreeing to do so.”

(4) After sub-paragraph (2) of paragraph 27 of Schedule 1 to the Act there shall be added the following—

“(3) Paragraph 16A does not apply to any offer made by an overseas person to or agreement made by him with a person in the United Kingdom if the offer or agreement is the result of—

(a) an approach made to the overseas person by or on behalf of the person in the United Kingdom which either has not been in any way solicited by the overseas person, or has been solicited by him in a way which has not contravened section 56 or 57 of this Act; or

(b) an approach made by the overseas person which has not contravened either of those sections.”

(1)

S.I. 1995/3272.

(2)

1985 c. 6.