The Uncertificated Securities Regulations 1995

Purposes and basic definitions

2.—(1) These Regulations enable title to units of a security to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument, and make provision for certain supplementary and incidental matters; and in these Regulations “relevant system” means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters.

(2) Where title to a unit of a security is evidenced otherwise than by a certificate by virtue of these Regulations, the transfer of title to such a unit of a security shall be subject to these Regulations.

(3) Part II of these Regulations has effect for the purpose of securing—

(a) that the Operator of a relevant system is a person approved for the purpose by the Treasury; and

(b) that a person is only approved if it appears to the Treasury that certain requirements are satisfied with respect to that person, the relevant system and his rules and practices.

(4) Part III of these Regulations has effect for the purpose—

(a) of enabling companies and other persons to become participating issuers in relation to a relevant system, that is to say, persons who permit—

(i) the holding of units of securities issued by them in uncertificated form; and

(ii) the transfer by means of the system of title to units of such of the securities issued by them as are held in that form; and

(b) of establishing the duties and obligations of participating issuers in relation to uncertificated units of a security with respect to the keeping of registers, the registration of transfers and other matters.

(5) Part IV of these Regulations has effect for the purpose of securing—

(a) in certain circumstances—

(i) that the persons expressed to have sent instructions by means of a relevant system which are properly authenticated, and the persons on whose behalf those instructions are expressed to have been sent, are prevented from denying to the persons to whom those instructions are addressed that certain information relating to them is correct; and

(ii) that the persons to whom the instructions referred to in subparagraph (a)(i) are addressed may accept that certain information relating to them is correct; and

(b) in certain circumstances that persons suffering loss are compensated by the person approved under Part II of these Regulations.