Statutory Instruments
COMPANIES
Made
26th June 2000
Coming into force
1st July 2000
Whereas a draft of these Regulations has been approved by resolution of each House of Parliament.
1.—(1) These Regulations may be cited as the Uncertificated Securities (Amendment) Regulations 2000 and shall come into force on 1st July 2000.
(2) In these Regulations “the Principal Regulations” means the Uncertificated Securities Regulations 1995(3)
2.—(1) The Principal Regulations are amended by paragraphs (2) to (8) of this Regulation
(2) In Regulation 27(2) insert as paragraph (d)—
“(d)where the unit of the participating security is held by a system-member and immediately prior to its conversion into uncertificated form the unit was transferable by means of an exempt transfer within the meaning of the Stock Transfer Act 1982(4), that the participating issuer has received from the Operator notification that (subject to the participating issuer recording the unit on the relevant register of securities as being held by the system-member in uncertificated form) title to the unit may be transferred by means of the relevant system”
(3) In Regulation 29, insert as paragraph (11)—
“(11) Nothing in this regulation shall be taken, in respect of any authority, to modify or derogate from the protections to a donee or third person given by or under any enactment or to prohibit a donee or third person so protected from accepting any of the matters specified in paragraph (4)”
(4) After Regulation 36, insert as Regulations 36A, 36B and 36C—
36A For the purpose of determining under these Regulations whether a person has actual notice of a fact, matter or thing that person shall not under any circumstances be taken to be concerned to establish whether or not it exists or has occurred
36B In respect of a participating security which is specified in Schedule 4 or whose terms of issue provide that its units may only be held in uncertificated form and title to them may only be transferred by means of a relevant system, nothing in these Regulations shall require a participating issuer or its officers to maintain a register which records how many units of the participating security are held in certificated form or to change a unit of such a participating security from uncertificated form to certificated form or vice versa
36C No transfer of a participating security may be effected through the medium of the CGO Service, and in this regulation CGO Service means the computer-based system established under the Stock Transfer Act 1982”
(5) In Regulation 37, insert as paragraph (3)—
“(3) Any action for default in compliance with or contravention of any regulation referred to in paragraph (1) in respect of a security for which the Bank of England by or under any enactment is registrar shall be brought against the Bank of England”
(6) After Regulation 38 insert Regulation 38A—
38A Regulations 19(4), 23(9), 26(4) and 27(8) shall not apply to any of the following or its officers—
(a)the Crown;
(b)any person acting on behalf of the Crown;
(c)the Bank of England; or
(d)in respect of a security which immediately before it became a participating security was transferable by exempt transfer within the meaning of the Stock Transfer Act 1982, a participating issuer”
(7) In Schedule 1, insert—
(a)after paragraph 12, paragraphs 12A and 12B—
“12A For the purposes of paragraph 12(a)(ii), once authority is granted pursuant to a system charge (within the meaning of regulation 3 of the Financial Markets and Insolvency Regulations 1996(5)) a limit of such authority shall not be imposed or changed without the consent of the donee of that authority
12B Nothing in paragraph 12 or 12A shall be taken, in respect of an authority, to modify or derogate from the protections given by or under any enactment to a donee of the authority or a third person”
(b)after paragraph 13, paragraph 13A—
“13A Paragraph 13 shall not apply to any participating security specified in Schedule 4 or whose terms of issue provide that its units may only be held in uncertificated form and title to them may only be transferred by means of a relevant system”
(c)in paragraph 15, after sub-paragraph (1), sub-paragraph (1A)—
“(1A) Nothing in paragraph 15(1) shall prevent the generation of an Operator—instruction in accordance with procedures agreed between the Operator and the transferor to enable the transfer by means of a relevant system of uncertificated units of a security which immediately before their conversion into uncertificated form were transferable by exempt transfer within the meaning of the Stock Transfer Act 1982”
(8) In the Schedules insert as Schedule 4—
A strip in relation to any stock or bond within the meaning of section 47(1B) of the Finance Act 1942(6)”
Jim Dowd
David Jamieson
Two of the Lords Commissioners of Her Majesty’s Treasury
26th June 2000
(This note is not part of the Regulations)
These Regulations amend the Uncertificated Securities Regulations 1995 to allow for securities which have been transferable through the medium of the CGO Service being transferred instead in accordance with those Regulations by means of a relevant system operated by an Operator, currently only CRESTCo Limited.
The securities affected are the securities specified in the list in Schedule 1 to the Stock Transfer Act 1982 (c. 41). Relevant amendments to the Schedule have been made by S.I. 1985/1144 (amended by S.I. 1990/1027), 1987/1294, 1988/232, 1989/880, 1990/1211, 1990/2547 and 1991/1145.
Regulations 2(2) and 2(7)(c) insert provisions to enable securities to be migrated from the CGO Service to a relevant system operated by an Operator.
Regulations 2(3) and 2(7)(a) insert provisions relating to the protections of a donee of an authority and a third person.
Regulation 2(4) inserts provisions relating to the determination of actual notice, the disabling of transfers of participating securities under the CGO Service and, together with Regulation 2(7)(b), securities which may only be held in uncertificated form.
Regulation 2(5) inserts a provision for the Bank of England to be liable for certain defaults in respect of securities for which it is registrar by or under any enactment.
Regulation 2(6) inserts a provision which gives exemption from liability under certain regulations to the Crown, any person acting on its behalf, the Bank of England and in respect of a security which has migrated from the CGO Service to a relevant system operated by an Operator, a participating issuer.
Regulation 2(8) inserts a new schedule listing securities affected by new provisions inserted by Regulations 2(4) and 2(7)(b).
1989 c. 40 section 207 was amended by the Bank of England Act 1998, section 35.
S.I. 1992/1315.
S.I. 1996/1469.
1942 c. 21, section 47(1B) was inserted by the Finance Act 1996 (c. 8) section 202(2).