PART 4Protected Cell Companies

CHAPTER 9Shares and shareholders

SECTION 3Share certificates

Share certificates110

1

A protected cell company must prepare share certificates in accordance with this regulation except where—

a

the protected cell company’s instrument of incorporation states that share certificates will not be issued and contains provisions as to other procedures for evidencing a person’s entitlement to shares; or

b

a person has indicated to the protected cell company in writing that the person does not wish to receive a share certificate.

2

A protected cell company must prepare share certificates in respect of—

a

any new shares issued on behalf of the core or a cell;

b

shares transferred by a transferor to the transferee;

c

shares retained by a person transferring part of a shareholding to a transferee;

d

shares for which a certificate has already been issued but where it appears to the protected cell company that the share certificate needs to be replaced as a result of it having been lost, stolen, destroyed or having become damaged or worn out.

3

A protected cell company must ensure that share certificates prepared in accordance with paragraph (1) are ready for delivery before the end of a period of 2 months beginning with the following day—

a

in a case falling within sub-paragraph (a) of paragraph (2), the day on which the shares were issued;

b

in a case falling within sub-paragraph (b) or (c) of paragraph (2), the day on which the transfer documents (within the meaning given by regulation 120) are received by the protected cell company;

c

in a case falling within (d) of paragraph (2), the day on which it first appears to the protected cell company that the share certificate needs to be replaced.

4

Certificates need to be prepared in the circumstances referred to in sub-paragraphs (c) and (d) of paragraph (2) only if the protected cell company has received—

a

a request for a new certificate;

b

the old certificate (if there is one);

c

such indemnity as the protected cell company may require; and

d

such reasonable sum as the protected cell company may require in respect of the expenses incurred by it in complying with the request.