The Uncertificated Securities Regulations 1992

1. Introductory Text

2. 1. Citation and commencement

3. PART I INTERPRETATION AND DELEGATION OF FUNCTIONS

   1. 2. Interpretation

   2. 3. Delegation of functions

4. PART II THE OPERATOR, CONTROLLERS AND APPROVED PERSONS

   1. CHAPTER I THE OPERATOR

      1. 4. Operation of the system

      2. 5. Commencement of operation of system

      3. 6. Powers of Secretary of State to give directions

      4. 7. Operator’s report

      5. 8. Powers of Secretary of State to substitute new Operator

   2. CHAPTER II CONTROLLERS

      1. company Controllers

         1. 9. Company controllers

         2. 10. Company controllers: authorisation and duties

         3. 11. Duty of company to facilitate communications

         4. 12. Company controllers: further provisions

         5. 13. Commercial controllers Commercial controllers: authorisation and duties

         6. 14. Replacement of commercial controller

   3. CHAPTER III APPROVED PERSONS

      1. 15. Approved persons

5. PART III RECORDING AND TRANSFER OF TITLE

   1. 16. The appropriate register

   2. 17. Evidential value of the appropriate register

   3. 18. Transfers to be only in accordance with Regulations

   4. 19. Transfer of title

   5. 20. Definition of a proper instruction to register

   6. 21. Execution of instructions to register by a company

6. PART IV ENTITLEMENT

   1. CHAPTER I ENTITLEMENT

      1. 22. Entitlement to a unit of a security

      2. 23. Entitlement as an interest in shares for the purposes of the 1985 Act

      3. 24. The Operator’s record of entitlements

      4. 25. Company’s record of entitlements

      5. 26. Location and inspection of records of entitlements

   2. CHAPTER II ENTITLEMENTS AND ACCOUNT HOLDERS

      1. 27. Account holders

      2. 28. Controller’s record of account holders

      3. 29. Insufficiency of entitlements

   3. CHAPTER III TRANSFERS OF ENTITLEMENTS

      1. 30. Transfer of entitlement

      2. 31. Notifications of transactions

      3. 32. Consent to transfers of entitlements by controllers

   4. CHAPTER IV Off-Market Transfers Where One Controller involved

      1. 33. Instruction to controller to hold for another

      2. 34. Conditional instructions by way of security (England and Wales and Northern Ireland)

7. PART V REGISTRATION AND THE APPROPRIATE REGISTER

   1. CHAPTER I Registration and Controllers

      1. 35. Controller’s duty to issue proper instructions

      2. 36. Controller’s duty to cancel standing instructions to register or transfer

      3. 37. Multiple instructions by controllers

      4. 38. Consequences of refusal of registration

      5. 39. Amendment of particulars

      6. 40. Company to inform persons of controllers holding entitlements

   2. CHAPTER II Maintenance of the Appropriate Register

      1. 41. Maintenance of the appropriate register

      2. 42. Transfer where transferor identified

      3. 43. Register events

      4. 44. Fixed register dates

      5. 45. General calls for instructions

      6. 46. Right of controllers to trigger general call for instructions

   3. CHAPTER III Winding Up

      1. 47. Commencement of winding up

8. PART VI UNCERTIFICATED SECURITIES

   1. CHAPTER I Uncertificated Securities: General Provisions

      1. 48. Exclusion of enactments and rule of law

      2. 49. Implied terms in contracts for the transfer of uncertificated securities

      3. 50. Trustees holding units of an uncertificated security

   2. CHAPTER II Transmission by Operation of Law

      1. 51. Transmission &c by operation of law

   3. CHAPTER III Injunctions, Intedicts and other Orders

      1. 52. Injunctions, interdicts and other Orders

   4. CHAPTER IV Restrictions Avoiding Transfer

      1. 53. Restrictions avoiding the transfer of title to securities arising from an enactment

9. PART VII FURTHER PROVISIONS WITH RESPECT TO THE OPERATOR, CONTROLLERS, AND OTHER PARTICIPANTS

   1. 54. Operator’s management of the system

   2. 55. Communications effected by the Operator’s part of the system or by the Operator

   3. 56. Lists of commercial controllers and approved persons

   4. 57. Duty of participants acting on behalf of others

   5. 58. Appointment of agents

   6. 59. Persons acting in more than one capacity

   7. 60. Bodies corporate, partnerships and individuals as controllers

   8. 61. Controller’s default nominee

   9. 62. Special provisions applicable to controller holding for market nominee

   10. 63. Arrangements for service to be made by the Operator

   11. 64. Service of process on participants and the Operator

   12. 65. Statements of account

   13. 66. Informal information as to account holders

10. PART VIII FURTHER PROVISIONS WITH RESPECT TO THE PROCEDURES, RECORDS AND REGISTERS

    1. THE PROCEDURES

       1. 67. No notice of trusts

       2. 68. Priority between communications

       3. 69. Powers of attorney (England and Wales and Northern Ireland)

    2. RECORDS AND REGISTERS

       1. 70. Use of codes in records and messages &c

       2. 71. Maintenance of records

       3. 72. Rectification of errors in records and registers

       4. 73. Rectification of record or register by the court

11. PART IX CREATION OF UNCERTIFICATED SECURITIES INTRODUCTORY

    1. 74. Securities: conversion into, and issue in, uncertificated form

    2. CHAPTER I CONVERSION OF CERTIFICATED SECURITIES

       1. 75. Conversion of certificated securities into uncertificated form

       2. 76. Duties of Operator with respect to conversion

       3. 77. Delivery of conversion certificate to registrar of companies

    3. CHAPTER II ISSUE OF A SECURITY IN UNCERTIFICATED FORM

       1. 78. Issue of uncertificated securities

       2. 79. Duty of company to make adequate preparations and arrangements

       3. 80. Duty of Operator to satisfy itself over company’s preparations

    4. CHAPTER III CONVERSION AND ISSUE: MISCELLANEOUS PROVISIONS

       1. 81. General duties and powers of Operator in admitting securities into the system

       2. 82. Further provisions

12. PART X CONVERSION OF UNCERTIFICATED SECURITIES INTO CERTIFICATED FORM

    1. 83. Introductory

    2. 84. Conversion

    3. 85. Notice to the Operator and controllers

    4. 86. General call for instructions and issue of certificates

    5. 87. Duty of directors to convert in certain cases

    6. 88. Compulsory conversion of uncertificated securities into certificated form

    7. 89. Conversion: further provisions

13. PART XI SPECIAL PROVISIONS FOR CERTAIN SECURITIES OR INTERESTS IN SECURITIES

    1. CHAPTER I SPECIAL PROVISIONS RELATING TO CERTAIN SECURITIES

       1. 90. Debentures Certain issues of debentures not to be capable of being subject to the Regulations

       2. 91. Disapplication of requirement to attach certificate

       3. 92. Requirements to endorse certificates Disapplication of requirements to endorse certificate

    2. CHAPTER II INTERESTS IN UNITS OF A SECURITY

       1. 93. Interests in units of a security

14. PART XII ADMISSION AND SUPERVISION OF PARTICIPANTS

    1. 94. Admission by the Operator

    2. 95. Admission procedure

    3. 96. Refusal of admission, termination of participation and power, to impose restrictions

    4. 97. Provision of information

    5. 98. Auditors

15. PART XIII INVESTIGATIONS AND COMPLAINTS

    1. 99. Complaints Commissioner

    2. 100. Functions of the Complaints Commissioner

    3. 101. Reports on complaints to be evidence

    4. 102. Periodic reports

    5. 103. Reference to the tribunal

    6. 104. Elections with respect to compensation and amounts recoverable

16. PART XIV COMPENSATION

    1. 105. The compensation scheme

17. PART XV MISCELLANEOUS AND GENERAL PROVISIONS

    1. 106. Fees

    2. 107. Financial provision by a company to company controllers

    3. 108. Competition scrutiny

    4. 109. Competition directions

    5. 110. Investigations

    6. 111. Indemnity rules

    7. 112. Power to make rules

    8. 113. Information required to he given by these Regulations

    9. 114. Data protection

    10. 115. Restriction of Rehabilitation of Offenders Act 1974

    11. 116. Duties to be actionable

    12. 117. Operator’s exemption from liability for damages

    13. 118. Breach of duty not to avoid transactions

    14. 119. Memorandum and articles of a company to he subject to the provisions of Regulations

    15. 120. Terms of issue of securities

    16. 121. Consequential provisions

    17. 122. Transitional provisions

    18. 123. Application to Northern Ireland

18. Signature

19. 1. SCHEDULE 1

       COMPANY CONTROLLERS: FURTHER PROVISIONS

       1. 1. Transfers of entitlements held by a primary company controller effected by the company

       2. 2. Transfers of entitlements held, by an alternative company controller at the direction of the company

       3. 3. Effect of transfer of entitlements

    2. SCHEDULE 2

       MAINTENANCE OF APPROPRIATE REGISTER: GENERAL PROVISIONS

       1. 1. Register of members

       2. 2. Register of debenture holders

    3. SCHEDULE 3

       REGISTER EVENTS

    4. SCHEDULE 4

       FORM OF CONVERSION CERTIFICATE: CERTIFICATED SECURITY INTO UNCERTIFICATED SECURITY

    5. SCHEDULE 5

       FURTHER PROVISION WITH RESPECT TO CONVERSION OF CERTIFICATED AND ISSUE OF UNCERTIFICATED SECURITIES

       1. PART I CONVERSION

          1. 1. Instruments of transfer received late

          2. 2. Communications received early

          3. 3. Pledged securities (England and Wales and Northern Ireland)

          4. 4. Existing certificates

          5. 5. Existing agreements for transfer

          6. 6. Existing rights to transfer and existing transmissions by operation of law

          7. 7. Existing restrictions on transfer

          8. 8. Existing prohibitions 011 transfer

          9. 9. Application of provisions in memoranda and articles and terms of issue

       2. PART II ISSUE

          1. 10. Communications received early

    6. SCHEDULE 6

       FORM OF CONVERSION CERTIFICATE: UNCERTIFICATED SECURITY INTO CERTIFICATED SECURITY

    7. SCHEDULE 7

       FURTHER PROVISION WITH RESPECT TO CONVERSION OF UNCERTIFICATED INTO CERTIFICATED SECURITIES

       1. 1. Communications received

       2. 2. Conditional instructions in connection with the giving of security

       3. 3. Existing agreements for transfer

       4. 4. Existing restrictions on transfer

       5. 5. Existing prohibitions on transfer

    8. SCHEDULE 8

       CONSEQUENTIAL AND FURTHER PROVISIONS

       1. 1. Entitlement as an interest in a share

       2. 2. References to instruments of transfer and their execution

       3. 3. Contents of annual return

       4. 4. Share warrants to hearer

       5. 5. Overseas brand registers

       6. 6. Requirements to deliver up certificate

       7. 7. Registration of controller’s default nominee

       8. 8. Cancellation &c of a unit of a security

       9. 9. Modifications of Part XIIIA of the 1985 Act

       10. 10. Relationship of Regulations to 1985 Act

    9. SCHEDULE 9

       TRANSITIONAL PROVISIONS

       1. 1. Existing resolutions

       2. 2. Inconsistent provisions of existing instruments

    10. SCHEDULE 10

        ADAPTATIONS IN RESPECT OF NORTHERN IRELAND

20. Explanatory Note