The Uncertificated Securities Regulations 2001

SUPERVISION U.K.

Withdrawal of approval U.K.

F1 7.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 Reg. 7 omitted (27.3.2019) by virtue of The Uncertificated Securities (Amendment and EU Exit) Regulations 2019 (S.I. 2019/679), regs. 1(2), 4(6) (with regs. 10-12)

Compliance orders and directions U.K.

8.—(1) This regulation applies if it appears to the [F2 Bank of England] that—

(a) any requirement of Schedule 1 is not satisfied, or is likely not to be satisfied, in relation to an Operator; or

(b) an Operator has failed to comply with any obligation imposed on him by or under these Regulations.

(2) The [F2 Bank of England] may—

(a) make an application to the court; or

(b) subject to paragraph (4), direct the Operator to take specified steps for the purpose of securing—

(i) that the relevant requirement of Schedule 1 is satisfied in relation to the Operator; or

(ii) the Operator’s compliance with any obligation of the kind in question.

(3) If on any application by the [F2 Bank of England] under paragraph (2)(a) the court is satisfied that the relevant requirement of Schedule 1 is not satisfied or is likely not to be satisfied, or, as the case may be, that the Operator has failed to comply with the obligation in question, it may order the Operator to take such steps as the court directs for securing that the requirement is satisfied or that the obligation is complied with.

(4) Schedule 3 shall have effect as regards the procedure to be followed before giving a direction under paragraph (2)(b).

(5) A direction under paragraph (2)(b) is enforceable, on the application of the [F2 Bank of England], by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988(1).

(6) The jurisdiction conferred by paragraph (3) shall be exercisable by the High Court and the Court of Session.

(7) The fact that a rule made or condition imposed by an Operator has been altered in response to a direction given by the [F2 Bank of England] under paragraph (2)(b) or an order of the court under paragraph (3) does not prevent it from being subsequently altered or revoked by the Operator.

Textual Amendments

F2 Words in reg. 8 substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(7) (with reg. 3)

Commencement Information

I1 Reg. 8 in force at 26.11.2001, see reg. 1

Injunctions and restitution orders U.K.

9.—(1) If on the application of the [F3 Bank of England] the court is satisfied—

(a) that there is a reasonable likelihood that any person will contravene a relevant rule; or

(b) that any person has contravened a relevant rule, and that there is a reasonable likelihood that the contravention will continue or be repeated,

the court may make an order restraining (or in Scotland an interdict prohibiting) the contravention.

(2) If on the application of the [F3 Bank of England] the court is satisfied—

(a) that any person has contravened a relevant rule; and

(b) that there are steps which could be taken for remedying the contravention,

the court may make an order requiring that person and any other person who appears to the court to have been knowingly concerned in the contravention to take such steps as the court may direct to remedy it.

(3) No application shall be made by the [F3 Bank of England] under paragraph (1) or (2) in respect of a relevant rule unless it appears to [F4 it] that the Operator of the relevant system is unable or unwilling to take appropriate steps to restrain the contravention or to require the person concerned to take such steps as are mentioned in paragraph (2)(b).

(4) If on the application of the [F3 Bank of England] the court is satisfied that any person may have—

(a) contravened a relevant rule; or

(b) been knowingly concerned in the contravention of a relevant rule,

the court may make an order restraining (or in Scotland an interdict prohibiting) him from disposing of, or otherwise dealing with, any assets of his which it is satisfied he is reasonably likely to dispose of or otherwise deal with.

(5) The court may, on the application of the [F3 Bank of England], make an order under paragraph (6) if it is satisfied that a person has contravened a relevant rule, or been knowingly concerned in the contravention of such a rule, and—

(a) that profits have accrued to him as a result of the contravention; or

(b) that one or more persons have suffered loss or been otherwise adversely affected as a result of the contravention.

(6) The court may order the person concerned to pay to the [F3 Bank of England] such sum as appears to the court to be just having regard—

(a) in a case within subparagraph (a) of paragraph (5), to the profits appearing to the court to have accrued;

(b) in a case within subparagraph (b) of that paragraph, to the extent of the loss or other adverse effect; or

(c) in a case within both of those subparagraphs, to the profits appearing to the court to have accrued and to the extent of the loss or other adverse effect.

(7) Subsections (3) to (5) and (8) of section 382 of the 2000 Act shall apply in relation to an application of the [F3 Bank of England] under paragraph (5) as they have effect in relation to an application of [F5 the appropriate regulator] under subsection (1) of that section; and in those subsections as they so apply—

(a) the references to subsections (1) and (2) shall be taken to be references to paragraphs (5) and (6) respectively;

(b) the references to paragraphs (a) and (b) of subsection (1) shall be taken to be references to subparagraphs (a) and (b) respectively of paragraph (5).

(8) The jurisdiction conferred by this regulation shall be exercisable by the High Court and the Court of Session.

(9) Nothing in this regulation affects the right of any person other than the [F3 Bank of England] to bring proceedings in respect of matters to which this regulation applies.

(10) In this regulation, “relevant rule” means any provision of the rules of an Operator to which the person in question is subject and which regulate the carrying on by that person of business of any of the following kinds—

(a) dealing in investments as principal;

(b) dealing in investments as agent;

(c) arranging deals in investments;

(d) managing investments;

(e) safeguarding and administering investments;

(f) sending dematerialised instructions;

[F6 (fa) managing a UCITS;

(fb) acting as trustee or depositary of a UCITS;

(fc) managing an AIF;

(fd) acting as trustee or depositary of an AIF;]

(g) establishing etc. a collective investment scheme;

(h) advising on investments; or

(i) agreeing to carry on any of the activities mentioned in paragraphs (a) to (h).

(11) In paragraph (2), references to remedying a contravention include references to mitigating its effect.

(12) Paragraph (10) shall be read with—

(a) section 22 of the 2000 Act;

(b) any relevant order under that section; and

(c) Schedule 2 to that Act.

[F7 (13) In this regulation, the “appropriate regulator” means whichever of the Prudential Regulation Authority or the Financial Conduct Authority is the appropriate regulator under

section 382 of the 2000 Act.]

Textual Amendments

F3 Words in reg. 9 substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(8)(a) (with reg. 3)

F4 Word in reg. 9(3) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(8)(b) (with reg. 3)

F5 Words in reg. 9(7) substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 73(b)(i)

F6 Reg. 9(10)(fa)-(fd) inserted (22.7.2013) by The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 2 para. 15

F7 Reg. 9(13) inserted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 73(b)(ii)

Commencement Information

I2 Reg. 9 in force at 26.11.2001, see reg. 1

Provision of information by Operators U.K.

10.— [F8 (1) The Bank of England may, in writing, require an Operator to give it such information or documents as it may specify.]

[F9 (2) The Bank of England may also, in writing, require an Operator to give it, at such times or in respect of such periods as it may specify, such information or documents relating to that Operator as it may specify.]

(3) Any information [F10 or documents] required to be given under this regulation shall be only such as the [F11 Bank of England] may reasonably require for the exercise of [F12 its] functions under these Regulations.

(4) The [F13 Bank of England] may require information to be given by a specified time, in a specified form and to be verified in a specified manner.

(5) If an Operator—

(a) alters or revokes any of his rules or guidance; or

(b) makes new rules or issues new guidance,

he shall give written notice to the [F14 Bank of England] without delay.

Textual Amendments

F8 Reg. 10(1) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(a) (with reg. 3)

F9 Reg. 10(2) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(b) (with reg. 3)

F10 Words in reg. 10(3) inserted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(c)(i) (with reg. 3)

F11 Words in reg. 10(3) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(c)(ii) (with reg. 3)

F12 Word in reg. 10(3) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(c)(iii) (with reg. 3)

F13 Words in reg. 10(4) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(d) (with reg. 3)

F14 Words in reg. 10(5) substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(9)(d) (with reg. 3)

Commencement Information

I3 Reg. 10 in force at 26.11.2001, see reg. 1

Delegation of Treasury functions U.K.

F15 11.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F15 Regs. 11A, 11B substituted for reg. 11 (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(10) (with reg. 3)

[F15 Reports by skilled persons U.K.

11A.— (1) This regulation applies where the Bank of England has required or could require an Operator to provide information or produce documents under regulation 10.

(2) The Bank of England may—

(a) by notice in writing given to the Operator, require the Operator to provide it with a report on any matter relating to such information or documents, or

(b) itself appoint a person to provide it with a report on any matter relating to such information or documents.

(3) When acting under paragraph (2)(a), the Bank of England may require the report to be in such form as may be specified in the notice.

(4) The Bank of England must give notice of an appointment under paragraph (2)(b) to the Operator.

(5) The person appointed to make a report—

(a) must be a person appearing to the Bank of England to have the skills necessary to make a report on the matter concerned, and

(b) where the appointment is to be made by the Operator, must be a person nominated or approved by the Bank of England.

(6) It is the duty of—

(a) the Operator, and

(b) any person who is providing (or who has at any time provided) services to the Operator in relation to the matter concerned,

to give the person appointed to prepare a report all such assistance as the appointed person may reasonably require.

(7) The obligation imposed by paragraph (6) is enforceable, on the application of the Bank of England, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

(8) The Bank of England may make rules providing for the expenses incurred by it in relation to an appointment under sub-paragraph (2)(b) to be payable as a fee by the Operator concerned.

(9) Any fee which is owed to the Bank of England under rules made pursuant to paragraph (8) may be recovered as a debt due to the Bank of England.

Textual Amendments

F15 Regs. 11A, 11B substituted for reg. 11 (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(10) (with reg. 3)

Appointment of persons to carry out general investigations etc. U.K.

11B.— (1) If it appears to the Bank of England that it is desirable in the interests of the exercise of its functions under these Regulations, the Bank of England may appoint one or more competent persons (“the investigator”) to conduct an investigation on its behalf into—

(a) the nature, conduct or state of the business of an Operator;

(b) a particular aspect of that business; or

(c) the ownership or control of an Operator.

(2) An investigator may require the Operator who is the subject of the investigation—

(a) to attend before the investigator at a specified time and place to answer questions; or

(b) otherwise to provide such information as the investigator may require.

(3) An investigator may also require any person to produce at a specified time and place any specified documents or documents of a specified description.

(4) A requirement under paragraph (2) or (3) may be imposed only so far as the investigator concerned reasonably considers the question, provision of information or production of the document to be relevant for the purposes of the investigation.]

Textual Amendments

F15 Regs. 11A, 11B substituted for reg. 11 (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(10) (with reg. 3)

International obligations U.K.

F16 12.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F16 Reg. 12 omitted (27.3.2019) by virtue of The Uncertificated Securities (Amendment and EU Exit) Regulations 2019 (S.I. 2019/679), regs. 1(2), 4(7) (with regs. 10-12)

[F17 Prevention of excessive regulatory provision] U.K.

F18 13.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F17 Words in reg. 13 heading substituted (1.4.2013) by The Uncertificated Securities (Amendment) Regulations 2013 (S.I. 2013/632), regs. 1, 2(12)(a) (with reg. 3)

F18 Reg. 13 omitted (27.3.2019) by virtue of The Uncertificated Securities (Amendment and EU Exit) Regulations 2019 (S.I. 2019/679), regs. 1(2), 4(8) (with regs. 10-12)

(1)

1988 c. 36.