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PART IIU.K. SPECIFIED ACTIVITIES

Chapter IXU.K.Sending Dematerialised Instructions

The activitiesU.K.

Sending dematerialised instructionsU.K.

45.—(1) Sending, on behalf of another person, dematerialised instructions relating to a security [F1or a contractually based investment] is a specified kind of activity, where those instructions are sent by means of a relevant system [F2within the meaning of the 2001 Regulations].

(2) Causing dematerialised instructions relating to a security [F3or a contractually based investment] to be sent [F4on behalf of another person] by means of such a system is also a specified kind of activity where the person causing them to be sent is a system-participant.

(3) In this Chapter—

[F5(a)“the 2001 Regulations” means the Uncertificated Securities Regulations 2001;]

(b)“dematerialised instruction", F6..., “settlement bank" and “system-participant" have the meaning given by regulation 3 of the [F72001] Regulations.

ExclusionsU.K.

Instructions on behalf of participating issuersU.K.

46.  There is excluded from article 45 the act of sending, or causing to be sent, a dematerialised instruction where the person on whose behalf the instruction is sent or caused to be sent is a participating issuer within the meaning of the [F82001] Regulations.

Instructions on behalf of settlement banksU.K.

47.  There is excluded from article 45 the act of sending, or causing to be sent, a dematerialised instruction where the person on whose behalf the instruction is sent or caused to be sent is a settlement bank in its capacity as such.

Instructions in connection with takeover offersU.K.

48.—(1) There is excluded from article 45 of the act of sending, or causing to be sent, a dematerialised instruction where the person on whose behalf the instruction is sent or caused to be sent is an offeror making a takeover offer.

(2) In this article—

(a)“offeror" means, in the case of a takeover offer made by two or more persons jointly, the joint offers or any of them;

(b)“takeover offer" means—

(i)an offer to acquire shares (which in this sub-paragraph has the same meaning as in [F9section 974 of the Companies Act 2006]) in a body corporate incorporated in the United Kingdom which is a takeover offer within the meaning of [F10Chapter 3 of Part 28] of that Act (or would be such an offer if that Part of that Act applied in relation to any body corporate);

(ii)an offer to acquire all or substantially all the shares, or all the shares of a particular class, in a body corporate incorporated outside the United Kingdom; or

(iii)an offer made to all the holders of shares, or shares of a particular class, in a body corporate to acquire a specified proportion of those shares;

but in determining whether an offer falls within paragraph (ii) there are to be disregarded any shares which the offeror or any associate of his (within the meaning of [F11section 988 of the Companies Act 2006]) holds or has contracted to acquire; and in determining whether an offer falls within paragraph (iii) the offeror, any such associate and any person whose shares the offeror or any such associate has contracted to acquire is not to be regarded as a holder of shares.

Instructions in the course of providing a networkU.K.

49.  There is excluded from article 45 the act of sending, or causing to be sent, a dematerialised instruction as a necessary part of providing a network, the purpose of which is to carry dematerialised instructions which are at all time properly authenticated (within the meaning of the [F122001] Regulations).

Other exclusionsU.K.

50.  Article 45 is also subject to the exclusions in articles 66 (trustees etc.)[F13, 69 (groups and joint enterprises)[F14F15... [F16, 72AA (managers of [F17UK UCITS] and AIFs) and 72H (insolvency practitioners)]]].