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The Uncertificated Securities Regulations 2001

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  1. Introductory Text

  2. PART 1 CITATION, COMMENCEMENT, AND INTERPRETATION

    1. 1.Citation and commencement

    2. 2.Purposes and basic definition

    3. 3.Interpretation

  3. PART 2 THE OPERATOR

    1. APPROVAL AND COMPLIANCE

      1. 4.Applications for approval

      2. 5.Grant and refusal of approval

      3. 6.Fees charged by the Treasury

    2. SUPERVISION

      1. 7.Withdrawal of approval

      2. 8.Compliance orders and directions

      3. 9.Injunctions and restitution orders

      4. 10.Provision of information by Operators

      5. 11.Delegation of Treasury functions

      6. 12.International obligations

      7. 13.Prevention of restrictive practices

  4. PART 3 PARTICIPATING SECURITIES

    1. PARTICIPATION BY ISSUERS

      1. 14.Participation in respect of shares

      2. 15.This regulation applies to a class of shares if a...

      3. 16.(1) This regulation applies to a class of shares if...

      4. 17.(1) A class of shares in relation to which, immediately...

      5. 18.Interpretation of regulations 15, 16 and 17

      6. 19.Participation in respect of securities other than shares

    2. KEEPING OF REGISTERS AND RECORDS

      1. 20.Entries on registers and records in respect of shares

      2. 21.Entries on registers and records in respect of general public sector securities

      3. 22.Entries on registers and records in respect of other securities

      4. 23.General provisions concerning keeping registers and records

      5. 24.Effect of entries on registers

      6. 25.Rectification of registers of securities

      7. 26.Closing registers

      8. 27.Registration by an Operator of transfers of securities

      9. 28.Registration by a participating issuer of transfers of securities upon conversion into certificated form

      10. 29.Registration to be in accordance with regulations 27 and 28

      11. 30.Registration of linked transfers

      12. 31.Position of a transferee prior to entry on an issuer register of securities

    3. CONVERSIONS AND NEW ISSUES

      1. 32.Conversion of securities into certificated form

      2. 33.Conversion of securities into uncertificated form

      3. 34.New issues in uncertificated form

  5. PART 4 DEMATERIALISED INSTRUCTIONS ETC.

    1. 35.Properly authenticated dematerialised instructions, etc.

    2. 36.Liability for forged dematerialised instructions, induced amendments to Operator registers of securities, and induced Operator-instructions

  6. PART 5 MISCELLANEOUS AND SUPPLEMENTAL

    1. MISCELLANEOUS

      1. 37.Construction of references to transfers etc.

      2. 38.Certain formalities and requirements not to apply

      3. 39.Fees charged by Operators

      4. 40.Trusts, trustees and personal representatives etc.

      5. 41.Notices of meetings etc.

      6. 42.Notices to minority shareholders

      7. 43.Irrevocable powers of attorney

      8. 44.Actual notice

      9. 45.Participating securities issued in uncertificated form

    2. DEFAULTS AND CONTRAVENTIONS

      1. 46.Breaches of statutory duty

      2. 47.Liability of officers for contraventions

      3. 48.Exemption from liability

    3. NORTHERN IRELAND

      1. 49.Application to Northern Ireland

    4. TRANSITORY PROVISIONS, AMENDMENTS AND REVOCATIONS

      1. 50.Transitory provisions

      2. 51.Minor and consequential amendments

      3. 52.Revocations

  7. Signature

    1. SCHEDULE 1

      REQUIREMENTS FOR APPROVAL OF A PERSON AS OPERATOR

      1. Arrangements and resources

        1. 1.An Operator must have adequate arrangements and resources for the...

      2. Financial resources

        1. 2.An Operator must have financial resources sufficient for the proper...

      3. Promotion and maintenance of standards

        1. 3.An Operator must be able and willing to promote and...

      4. Operation of the relevant system

        1. 4.(1) Except in the circumstances referred to in subparagraph (2),...

      5. System security

        1. 5.(1) A relevant system must be so constructed and operate...

      6. System capabilities

        1. 6.A relevant system must ensure that the Operator-system can send...

        2. 7.Before an Operator registers a transfer of title to uncertificated...

        3. 8.Before an Operator-instruction to a participating issuer to register a...

        4. 9.A relevant system must enable an Operator to comply with...

        5. 10.A relevant system must maintain adequate records of all dematerialised...

        6. 11.A relevant system must— (a) enable each system-member to obtain...

        7. 12.A relevant system must be able to permit each participating...

        8. 13.A relevant system must be able to establish, where there...

        9. 14.A relevant system must ensure that the Operator-system is able...

        10. 15.A relevant system must— (a) enable a system-member—

        11. 16.For the purposes of paragraph 15(a)(ii), once authority is granted...

        12. 17.Nothing in paragraph 15 or 16 shall be taken, in...

        13. 18.A relevant system must enable system-members— (a) to change the...

        14. 19.Paragraph 18 shall not apply to any wholly dematerialised security....

      7. Operating procedures

        1. 20.A relevant system must comprise procedures which provide that it...

        2. 21.(1) Subject to subparagraphs (2) to (5), a relevant system...

        3. 22.(1) Subject to subparagraph (2), a relevant system must comprise...

        4. 23.A relevant system must comprise procedures which ensure that, where...

        5. 24.A relevant system must comprise procedures which—

      8. Rules and practices

        1. 25.An Operator’s rules and practices— (a) must bind system-members and...

        2. 26.An Operator’s rules and practices must require—

        3. 27.An Operator must have rules which require system-users and former...

    2. SCHEDULE 2

      PREVENTION OF RESTRICTIVE PRACTICES

      1. Examination of rules and practices

        1. 1.(1) The Treasury shall not approve a person as Operator...

      2. Modification of paragraph 1 where delegation order is made

        1. 2.(1) This paragraph applies instead of paragraph 1 where the...

      3. Reports by the Office of Fair Trading

        1. 3.(1) The Treasury shall before deciding— (a) whether to refuse...

      4. Investigations by the Office of Fair Trading

        1. 4.(1) For the purpose of investigating any matter with a...

      5. Enforcement

        1. 4A.(1) The court may, on an application by the OFT...

        2. 4B.(1) A person commits an offence if he intentionally alters,...

        3. 4A.Enforcement

        4. 4B.(1) A person commits an offence if he intentionally alters,...

      6. Exemptions from the Fair Trading Act 1973

        1. 5.(1) For the purpose of determining whether a monopoly situation...

      7. Exemptions from the Competition Act 1998

        1. 6.(1) The Chapter I prohibition does not apply to —...

      8. Supplementary provisions

        1. 7.(1) Any direction given under this Schedule shall, on the...

    3. SCHEDULE 3

      PROCEDURE FOR REFUSAL OR WITHDRAWAL OF APPROVAL AS AN OPERATOR, OR FOR GIVING DIRECTIONS, ETC.

      1. 1.Before— (a) refusing an application for approval as an Operator...

      2. 2.A notice under paragraph 1 shall— (a) state why the...

      3. 3.Before the end of the period for making representations—

      4. 4.The period for making representations is— (a) two months beginning—...

      5. 5.In deciding whether to refuse the application, withdraw the approval,...

      6. 6.When the Treasury have decided whether to refuse the application,...

      7. 7.If the Treasury consider it essential to do so, they...

      8. 8.If the Treasury have, in relation to a particular matter,...

    4. SCHEDULE 4

      KEEPING OF REGISTERS AND RECORDS OF PARTICIPATING SECURITIES

      1. Interpretation

        1. 1.In this Schedule— “uncertificated shares” means shares title to which...

      2. Registers of Members

        1. 2.(1) Every participating issuer which is a company shall enter...

        2. 3.Section 352A of the 1985 Act shall apply to a...

        3. 4.(1) In relation to every participating issuer which is a...

      3. Records of uncertificated shares

        1. 5.(1) Every participating issuer which is a company shall enter...

      4. Location of issuer register of members and records of uncertificated shares, and ancillary matters

        1. 6.(1) Subject to subparagraph (2), a company’s issuer register of...

        2. 7.(1) Every participating issuer which is a company having more...

        3. 8.Section 355 of the 1985 Act shall apply to a...

        4. 9.Section 356 of, and paragraph 25 of Schedule 13 to,...

        5. 10.Where under paragraph 6(1)(b), a company’s issuer register of members...

        6. 11.Where, under section 359 of the 1985 Act, the court...

      5. Registers of general public sector securities

        1. 12.(1) Where an Operator of a relevant system is required...

      6. Records of uncertificated general public sector securities

        1. 13.(1) The participating issuer shall enter in a record of...

      7. Registers of corporate securities

        1. 14.(1) Where an Operator of a relevant system is required...

      8. Records of uncertificated corporate securities

        1. 15.(1) A participating issuer shall enter in a record of...

      9. Miscellaneous

        1. 16.(1) Every register which an Operator is required to maintain...

        2. 17.(1) An entry in a register of securities or in...

        3. 18.Sections 722 and 723(1) and (2) of the 1985 Act...

        4. 19.(1) Such sanctions as apply to a company and its...

        5. 20.An officer of a participating issuer shall be in default...

        6. 21.An officer of an Operator shall be in default in...

    5. SCHEDULE 5

      ADAPTATIONS IN RESPECT OF NORTHERN IRELAND

    6. SCHEDULE 6

      TRANSITORY PROVISIONS

      1. 1.Prior to the day on which section 19 of the...

      2. 2.The definition of “securities” in regulation 3(1) shall be modified...

      3. 3.Regulation 5 shall be modified by the substitution for paragraph...

      4. 4.Regulation 7 shall be modified by— (a) the insertion in...

      5. 5.Regulation 8 shall be modified by— (a) the substitution for...

      6. 6.In regulation 9— (a) paragraph (7) shall be modified by...

      7. 7.Regulation 11(1) shall be modified to read—

      8. 8.In paragraph 5(7) of Schedule 1— (a) paragraph (a) of...

      9. 9.Schedule 2 shall be modified by— (a) the substitution for...

    7. SCHEDULE 7

      MINOR AND CONSEQUENTIAL AMENDMENTS

      1. Part 1 Primary Legislation

        1. The National Debt Act 1870

          1. 1.In section 3 of the National Debt Act 1870, for...

        2. The National Debt (Stockholders Relief) Act 1892

          1. 2.In subsection (1) of section 2 of the National Debt...

        3. The Finance (No. 2) Act 1915

          1. 3.In section 48 of the Finance (No. 2) Act 1915—...

        4. The Finance Act 1916

          1. 4.In section 67 of the Finance Act 1916—

        5. The Finance Act 1949

          1. 5.In section 48 of the Finance Act 1949—

        6. The Finance (No. 2) Act 1975

          1. 6.In section 73 of the Finance (No. 2) Act 1975—...

        7. The Companies Act 1985

          1. 7.In subsection (1)(b) of section 182 of the 1985 Act,...

          2. 8.In subsection (1) of section 183 of that Act, after...

          3. 9.In section 209(9B)(b) of the 1985 Act, for “Uncertificated Securities...

          4. 10.In subsection (4) of section 380 of the 1985 Act,...

        8. The Financial Services Act 1986

          1. 11.In subsection (1) of section 180 of the 1986 Act,...

          2. 12.In the 1986 Act, in— (a) paragraph 16A(a) of Schedule...

        9. The Banking Act 1987

          1. 13.In the Banking Act 1987, in— (a) paragraph 11B in...

      2. Part 2 Subordinate Legislation

        1. The Government Stock Regulations 1965

          1. 14.In the 1965 Regulations— (a) in regulation 1(3), for “Subject...

        2. The Local Authority (Stocks and Bonds) Regulations 1974

          1. 15.In the 1974 Regulations— (a) in regulation 1(3)—

        3. The Exchange of Securities (General) Rules 1979

          1. 16.In the Exchange of Securities (General) Rules 1979—

        4. The Companies (Registers and other Records) Regulations 1985

          1. 17.In the Companies (Registers and other Records) Regulations 1985—

        5. The Stamp Duty Reserve Tax Regulations 1986

          1. 18.In the Stamp Duty Reserve Tax Regulations 1986, in the...

        6. The Companies (Registers and other Records) Regulations (Northern Ireland) 1986

          1. 19.In the Companies (Registers and other Records) Regulations (Northern Ireland)...

        7. The Financial Markets and Insolvency Regulations 1996

          1. 20.In the Financial Markets and Insolvency Regulations 1996—

        8. The Stock Transfer (Addition and Substitution of Forms) Order 1996

          1. 21.In the Stock Transfer (Addition and Substitution of Forms) Order...

        9. The Financial Services Act 1986 (Exemption) Order 1996

          1. 22.In the Financial Services Act 1986 (Exemption) Order 1996, in...

        10. The Stamp Duty Reserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999

          1. 23.In the Stamp Duty Reserve Tax (UK Depository Interests in...

        11. The Open-Ended Investment Companies Regulations 2001

          1. 24.In the Open-Ended Investment Companies Regulations 2001—

  9. Explanatory Note

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