The Uncertificated Securities Regulations 2001

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Notices to minority shareholdersU.K.

42.—(1) Paragraphs (2) to (4) shall apply in relation to any uncertificated units of a security (other than a wholly dematerialised security) to which a notice given under [F1section 979 of the [F22006 Act]] relates, in place of the provisions of [F3section 981(7)] of that Act.

(2) Immediately on receipt of a copy sent under [F4section 981(6)(a) of the [F22006 Act]] of a notice given under [F5section 979] relating to uncertificated units of a participating security (whether or not it also relates to certificated units of the security), a company which is a participating issuer shall—

(a)by issuer-instruction—

(i)inform the Operator that the copy notice has been received, and

(ii)identify the holding of uncertificated units of the participating security to which the notice relates; and

(b)enter the name of the relevant system-member on an issuer register of securities as the holder of those uncertificated units.

(3) On receipt of an issuer-instruction under paragraph (2)(a), the Operator shall delete any entry in an Operator register of securities which shows the relevant system-member as the holder of the uncertificated units of the participating security to which the notice relates.

(4) On registration on an issuer register of securities (in accordance with paragraph (2)(b)) of the relevant system-member as the holder of the uncertificated units of the participating security to which the notice relates, the participating issuer—

(a)shall be under the same obligation to enter the offeror on that register as the holder of those units, in place of the relevant system-member, as it would be if it had received an Operator-instruction under regulation 28(2) requiring it to register a transfer of title to those units in that manner; and regulation 28(9) shall have effect accordingly; and

(b)where the terms of issue of the security in question provide for a certificate to be issued, shall issue to the offeror a certificate in respect of those units.

(5) [F6Subsection (1) of section 776 of the 2006 Act] shall apply in relation to the issue of a certificate by a participating issuer pursuant to paragraph (4)(b) as it applies in relation to the completion and having ready for delivery by a company of share certificates, debentures or certificates of debenture stock; and in that subsection as it so applies the reference to the date on which a transfer is lodged with the company shall be a reference to the date on which the participating issuer receives the copy notice sent under [F7section 981(6)(a) of the [F22006 Act]].

(6) Such sanctions as apply to a company and its officers in the event of a default in complying with [F8subsection (1) of section 776 of the 2006 Act] shall apply to a participating issuer and his officers in the event of a default in complying with paragraph (4)(b) in accordance with the requirements laid down in paragraph (5).

(7) Paragraphs (8) to (11) shall apply in relation to any units of a wholly dematerialised security to which a notice given under [F9section 979 of the [F22006 Act]] relates, in place of the provisions of [F10section 981(7)] of that Act.

(8) Immediately on receipt of a copy sent under [F11section 981(6)(a) of the [F22006 Act]] of a notice given under [F12section 979] relating to units of a wholly dematerialised security, a company which is a participating issuer shall—

(a)by issuer-instruction—

(i)inform the Operator that the copy notice has been received; and

(ii)identify the holding of units of the wholly dematerialised security to which the notice relates; and

(b)by a further issuer-instruction, inform the Operator of the name of the transferee.

(9) On receipt of an issuer-instruction under paragraph (8)(a), the Operator shall delete any entry in an Operator register of securities which shows the relevant system-member as the holder of the units to which the notice relates.

(10) On receipt of an issuer-instruction under paragraph (8)(b), the Operator shall enter the transferee on the relevant Operator register of securities as the holder of the units to which the notice relates, in place of the relevant system-member.

(11) Where an Operator deletes an entry in an Operator register of securities pursuant to paragraph (9)—

(a)the units of the wholly dematerialised security to which the notice relates shall notwithstanding that deletion, continue to be regarded as uncertificated units for the purposes of these Regulations until the Operator enters the transferee on the relevant Operator register of securities as the holder of those units;

(b)subject to—

(i)subparagraph (c) or (d), as the case may be; and

(ii)any enactment or rule of law,

the relevant system-member shall, notwithstanding that deletion, retain title to the units of the wholly dematerialised security to which the notice relates until the transferee is entered on the relevant Operator register of securities pursuant to paragraph (10);

(c)in the case of a security constituted under the law of England and Wales or Northern Ireland, the transferee shall acquire an equitable interest in the units of the wholly dematerialised security to which the notice relates;

(d)in the case of a security constituted under the law of Scotland, the relevant system-member shall hold the units of the wholly dematerialised security to which the notice relates on trust for the benefit of the transferee.

(12) Such sanctions as apply to a company and its officers in the event of a default in complying with [F13subsections (1) and (2) of section 771 of the 2006 Act] shall apply—

(a)to a participating issuer and his officers in the event of a default in complying with paragraph (2)(b) or (8); and

(b)to an Operator and his officers in the event of a default in complying with paragraph (3), (9) or (10).

(13) For the purposes of this regulation—

(a)“offeror” has the meaning [F14in section 991(1) of the [F22006 Act];]

(b)“relevant system-member” means the system-member identified in the copy notice sent under [F15section 981(6)(a) of the [F22006 Act]] as the holder of the uncertificated units, or as the case may be the units of the wholly dematerialised security, to which the notice relates; and

(c)“transferee” means the offeror or, if the offeror is not a system-member, the system-member in whose name the units of the wholly dematerialised security to which the notice given under [F16section 979 of the [F22006 Act]] relates are to be registered on the Operator register of securities.

(14) The reference in [F17section 987(8) of the [F22006 Act] to section 981(7)] shall be taken to include a reference to the provisions of paragraphs (4), (8) and (9).

Textual Amendments

F1Words in reg. 42(1) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(2)(a)

F2Words in reg. 42 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(19)(a)

F3Words in reg. 42(1) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(2)(b)

F4Words in reg. 42(2) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(3)(a)

F5Words in reg. 42(2) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(3)(b)

F6Words in reg. 42(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(19)(b)

F7Words in reg. 42(5) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(4)

F8Words in reg. 42(6) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(19)(c)

F9Words in reg. 42(7) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(5)(a)

F10Words in reg. 42(7) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(5)(b)

F11Words in reg. 42(8) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 3 para. 9(6)(a)