xmlns:atom="http://www.w3.org/2005/Atom" xmlns:atom="http://www.w3.org/2005/Atom"

Regulation 23(4)

SCHEDULE 4U.K.KEEPING OF REGISTERS AND RECORDS OF PARTICIPATING SECURITIES

InterpretationU.K.

1.  In this Schedule—U.K.

“uncertificated shares” means shares title to which may be transferred by means of a relevant system; and “certificated shares” means shares which are not uncertificated shares; and

“uncertificated stock” means stock title to which may be transferred by means of a relevant system; and “certificated stock” means stock which is not uncertificated stock.

Commencement Information

I1Sch. 4 para. 1 in force at 26.11.2001, see reg. 1

Registers of MembersU.K.

2.—(1) Every participating issuer which is a company shall enter in its issuer register of members—U.K.

(a)the names and addresses of the members;

(b)the date on which each person was registered as a member; and

(c)the date at which any person ceased to be a member.

(2) With the names and addresses of the members there shall be entered a statement—

(a)of the certificated shares held by each member, distinguishing each share by its number (so long as the share has a number) and, where the company has more than one class of issued shares, by its class; and

(b)of the amount paid or agreed to be considered as paid on the certificated shares of each member.

(3) Where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the issuer register of members shall show the amount and class of the certificated stock held by each member, instead of the amount of shares and the particulars relating to shares specified in subparagraph (2).

(4) Subject to subparagraph (5), [F1section 113 of the 2006 Act] shall not apply to a company which is a participating issuer, other than as respects any overseas branch register.

(5) [F2Section 113(7) and (8) of the 2006 Act] shall apply to a participating issuer which is a company which makes default in complying with this paragraph and every officer of it who is in default as if such a default were a default in complying with [F2section 113] of that Act.

(6) An entry relating to a former member of the company may be removed from the issuer register of members after the expiration of [F310 years] beginning with the day on which he ceased to be a member.

(7) For the purposes of this paragraph references to an issuer register of members shall not be taken to include an overseas branch register.

Textual Amendments

Commencement Information

I2Sch. 4 para. 2 in force at 26.11.2001, see reg. 1

3.  [F4Section 123 of the 2006 Act] shall apply to a participating issuer which is a private company limited by shares as if references therein to the company’s register of members were references to its issuer register of members.

Textual Amendments

Commencement Information

I3Sch. 4 para. 3 in force at 26.11.2001, see reg. 1

4.—(1) In relation to every participating issuer which is a company, an Operator of a relevant system shall, in respect of any class of shares which is a participating security for the purposes of that system, enter on an Operator register of members—U.K.

(a)the names and addresses of the members who hold uncertificated shares in the company;

(b)with those names and addresses a statement of the uncertificated shares held by each member and, where the company has more than one class of issued uncertificated shares, distinguishing each share by its class; and

(c)where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the Operator register of members shall show the amount and class of uncertificated stock held by each member, instead of the amount of shares and the particulars relating to shares specified in subparagraph (b).

(2) An entry relating to a member of a company who has ceased to hold any uncertificated shares in the company may be removed from the Operator register of members after the expiration of [F510 years] beginning with the day on which he ceased to hold any such shares.

(3) For the purposes of this paragraph references to an Operator register of members shall not be taken to include an overseas branch register.

(4) Members of a company who hold shares in uncertificated form may not be entered as holders of those shares on an overseas branch register.

Textual Amendments

Commencement Information

I4Sch. 4 para. 4 in force at 26.11.2001, see reg. 1

Records of uncertificated sharesU.K.

5.—(1) Every participating issuer which is a company shall enter in its record of uncertificated shares—U.K.

(a)the same particulars, so far as practicable, as are required by paragraph 4(1) to be entered in the Operator register of members; and

(b)a statement of the amount paid or agreed to be considered as paid on the uncertificated shares of each member.

(2) A company to which this paragraph applies shall, unless it is impracticable to do so by virtue of circumstances beyond its control, ensure that the record of uncertificated shares is regularly reconciled with the Operator register of members.

(3) Provided that it has complied with subparagraph (2), a company shall not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance upon the assumption that the particulars entered in any record of uncertificated shares which the company is required to keep by these Regulations accord with the particulars entered in its Operator register of members.

(4) [F6Section 113(7) and (8) of the 2006 Act] shall apply to a participating issuer which is a company which makes default in complying with this paragraph and every officer of it who is in default as if such a default were a default in complying with [F6section 113] of that Act.

Textual Amendments

Commencement Information

I5Sch. 4 para. 5 in force at 26.11.2001, see reg. 1

Location of issuer register of members and records of uncertificated shares, and ancillary mattersU.K.

6.—(1) Subject to subparagraph (2), a company’s issuer register of members and its record of uncertificated shares shall be [F7kept available for inspection] at its registered office [F8or at a place specified in regulations made under section 1136 of the 2006 Act] U.K.

F9(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F9(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

but the issuer register of members must not be [F7kept available for inspection], in the case of a company registered in England and Wales, at any place elsewhere than in England and Wales or, in the case of a company registered in Scotland, at any place elsewhere than in Scotland.

(2) A company’s issuer register of members and its record of uncertificated shares shall at all times be [F7kept available for inspection] at the same place.

(3) Subject as follows, every participating issuer which is a company shall send notice F10... to the registrar of companies of the place where its issuer register of members and its record of uncertificated shares are [F7kept available for inspection], and of any change in that place, provided that any notice sent by such a company in accordance with [F11section 114(2) of the 2006 Act], and which has effect on the coming into force of these Regulations, shall be treated as being a notice sent in compliance with this subparagraph.

(4) The notice need not be sent if the issuer register of members and the record of uncertificated shares have at all times since they came into existence been [F7kept available for inspection] at the company’s registered office.

(5) Subject to subparagraph (6), [F12section 114 of the 2006 Act] shall not apply to a company which is a participating issuer.

(6) [F13Section 114 (6) of the 2006 Act] shall apply to a participating issuer which is a company which makes default in complying with subparagraph (2) at any time, or makes default for 14 days in complying with subparagraph (3), and every officer of it who is in default as if such a default were a default in complying with [F13section 114(2)] of that Act.

Textual Amendments

Commencement Information

I6Sch. 4 para. 6 in force at 26.11.2001, see reg. 1

7.—(1) Every participating issuer which is a company having more than 50 members shall, unless the particulars required by paragraph 2(1) to be entered in the issuer register of members are kept in such a form as to constitute in themselves an index, keep an index of the names of the members of the company and shall, within 14 days after the date on which any alteration is made in the issuer register of members or the Operator register of members, make any necessary alteration in the index.U.K.

(2) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the issuer register of members and, in the case of a member who holds uncertificated shares in the company, in the record of uncertificated shares, to be readily found.

(3) The index shall be at all times [F14kept available for inspection] at the same place as the issuer register of members and the record of uncertificated shares.

(4) Subject to subparagraph (5), [F15section 115 of the 2006 Act] shall not apply to a company which is a participating issuer.

(5) [F16Section 115(5) and (6)] of the 1985 Act shall apply to a participating issuer which is a company which makes default in complying with this paragraph and every officer of it who is in default as if such a default were a default in complying with [F16section 115] of that Act.

Textual Amendments

Commencement Information

I7Sch. 4 para. 7 in force at 26.11.2001, see reg. 1

8.  [F17Section 122 of the 2006 Act] shall apply to a company which is a participating issuer as if references in that section to the company’s register of members were references instead to its issuer register of members.

Textual Amendments

Commencement Information

I8Sch. 4 para. 8 in force at 26.11.2001, see reg. 1

9.  [F18Sections 115 to 118 of the 2006 Act] shall apply to a company which is a participating issuer as if—

(a)references in those provisions to the company’s register of members were references to its issuer register of members and its record of uncertificated shares; and

(b)references in [F19section 116] to the company’s [F20index of members’ names] were references to the index required to be kept by paragraph 7,

and references to [F21the 2006 Act in the Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 and the Companies (Fees for Inspection and Copying of Company Records) Regulations 2008] shall be construed accordingly.

Textual Amendments

Commencement Information

I9Sch. 4 para. 9 in force at 26.11.2001, see reg. 1

10.  Where under [F22paragraph 6(1)], a company’s issuer register of members and record of uncertificated shares is [F23kept available for inspection] at the office of some person other than the company, and by reason of any default of his the company fails to comply with—U.K.

or with any requirement of [F25the 2006 Act] as to the production of the register of members or any part thereof, that other person is liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under [F26section 118(3) of the 2006 Act] extends to the making of orders against that other and his officers and servants.

Textual Amendments

Commencement Information

I10Sch. 4 para. 10 in force at 26.11.2001, see reg. 1

11.  Where, under [F27section 125 of the 2006 Act], the court orders rectification of the register of members of a company which is a participating issuer, it shall not order the payment of any damages under subsection (2) of that section to the extent that such rectification relates to the company’s Operator register of members and does not arise from an act or omission of the Operator on the instructions of that company or from fraud or other wilful default, or negligence, on the part of that company.U.K.

Textual Amendments

Commencement Information

I11Sch. 4 para. 11 in force at 26.11.2001, see reg. 1

Registers of [F28general] public sector securitiesU.K.

Textual Amendments

12.—(1) Where an Operator of a relevant system is required to maintain an Operator register of [F29general] public sector securities, that register shall comprise the following particulars which the Operator shall enter on it, namely—U.K.

(a)the names and addresses of the persons holding units of the relevant participating security in uncertificated form; and

(b)how many units of that security each such person holds in that form.

[F30(2) The following provisions of the 2004 Regulations shall not apply in respect of units of general UK Government securities held in uncertificated form—

(3) The following provisions of the 1974 Regulations shall not apply in respect of units of [F31general] local authority securities held in uncertificated form—

Textual Amendments

Commencement Information

I12Sch. 4 para. 12 in force at 26.11.2001, see reg. 1

Records of uncertificated [F32general] public sector securitiesU.K.

Textual Amendments

13.—(1) The participating issuer shall enter in a record of uncertificated [F33general] public sector securities the same particulars, so far as is practicable, as are required by paragraph 12(1) to be entered in the relevant Operator register of [F33general] public sector securities.U.K.

(2) In respect of every participating security which is a [F34general] UK Government security, the record of uncertificated [F33general] public sector securities shall be kept [F35by the Registrar of Government Stock].

(3) The participating issuer shall, unless it is impracticable to do so by virtue of circumstances beyond his control, ensure that the record of uncertificated [F33general] public sector securities is regularly reconciled with the Operator register of [F33general] public sector securities.

(4) Provided that he has complied with subparagraph (3), a participating issuer shall not be liable in respect of any act or thing done or omitted to be done by him or on his behalf in reliance upon the assumption that the particulars entered in any record of uncertificated [F33general] public sector securities which he is required to keep by these Regulations accord with the particulars entered in the Operator register of [F33general] public sector securities to which the record relates.

(5) The provisions of the Bankers' Books Evidence Act 1879(1) shall apply for the purpose of proving any entry in the record of uncertificated [F33general] public sector securities as if the participating issuer were a bank and a banker within the meaning of that Act, and as if such entry in the record, or, where the information recorded therein is not in readable form and is later transcribed into readable form, the transcribed version of such entry, were an entry in a banker’s book.

Textual Amendments

Commencement Information

I13Sch. 4 para. 13 in force at 26.11.2001, see reg. 1

Registers of corporate securitiesU.K.

14.—(1) Where an Operator of a relevant system is required to maintain an Operator register of corporate securities, that register shall comprise the following particulars which the Operator shall enter on it, namely—U.K.

(a)the names and addresses of the persons holding units of the relevant participating security in uncertificated form; and

(b)how many units of that security each such person holds in that form.

(2) [F36Sections 743 to 748 of the 2006 Act] shall not apply to any part of an Operator register of corporate securities.

Textual Amendments

Commencement Information

I14Sch. 4 para. 14 in force at 26.11.2001, see reg. 1

Records of uncertificated corporate securitiesU.K.

15.—(1) A participating issuer shall enter in a record of uncertificated corporate securities the same particulars, so far as practicable, as are required by paragraph 14(1) to be entered in the relevant Operator register of corporate securities.U.K.

(2) A participating issuer to which this paragraph applies shall, unless it is impracticable to do so by virtue of circumstances beyond its control, ensure that the record of uncertificated corporate securities is regularly reconciled with the Operator register of corporate securities.

(3) Provided that it has complied with subparagraph (2), a participating issuer shall not be liable in respect of any act or thing done or omitted to be done by it or on its behalf in reliance upon the assumption that the particulars entered in any record of uncertificated corporate securities which the participating issuer is required to keep by these Regulations accord with the particulars entered in any Operator register of corporate securities relating to it.

(4) In the case of a participating issuer which is a company, the record of uncertificated corporate securities shall be kept at the same place as the part of any register of debenture holders maintained by the company would be required to be kept.

(5) [F37Sections 744(1) to (4) and 746 of the 2006 Act] shall apply in relation to a record of uncertificated corporate securities maintained by a participating issuer which is a company, so far as that record relates to debentures, [F38as they apply] or would apply to any register of debenture holders maintained by the company; and references to [F39the 2006 Act in the Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 and the Companies (Fees for Inspection and Copying of Company Records) Regulations 2008] shall be construed accordingly.

(6) Any provision of an enactment or instrument which requires a register of persons holding securities (other than shares or public sector securities) to be open to inspection shall also apply to the record of uncertificated corporate securities relating to any units of those securities which are participating securities.

Textual Amendments

Commencement Information

I15Sch. 4 para. 15 in force at 26.11.2001, see reg. 1

MiscellaneousU.K.

16.—F40(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

(2) [F41Every register which an Operator is required to maintain by virtue of these Regulations] [F42(other than an Operator register of eligible debt securities)] which relates to securities issued by a company shall be deemed to be kept—

(a)in the case of a company registered in England and Wales, in England and Wales; or

(b)in the case of a company registered in Scotland, in Scotland.

Textual Amendments

Commencement Information

I16Sch. 4 para. 16 in force at 26.11.2001, see reg. 1

17.—(1) An entry in a register of securities or in a record of securities relating to a person who no longer holds the securities which are the subject of the entry may be removed from the register or the record (as the case may be) after the expiration of 20 years beginning with the day on which the person ceased to hold any of those securities.U.K.

(2) Subparagraph (1) does not apply in respect of an entry in a register of members.

Commencement Information

I17Sch. 4 para. 17 in force at 26.11.2001, see reg. 1

18.  [F43Sections 1134, 1135 and 1138 of the 2006 Act] shall apply—

(a)to any register, record or index required to be kept by any person in accordance with these Regulations as they apply to any register, record or index required by the Companies Acts to be kept by a company; and

(b)to an Operator and its officers as they apply to a company and its officers.

Textual Amendments

Commencement Information

I18Sch. 4 para. 18 in force at 26.11.2001, see reg. 1

19.—(1) Such sanctions as apply to a company and its officers in the event of a default in complying with [F44section 113 of the 2006 Act] shall apply to an Operator and his officers in the event of a default in complying with paragraph 4, 12 or 14.U.K.

(2) Such sanctions as apply to the registrar, within the meaning of the 1974 Regulations, in the event of a default in complying with regulation 5 of those Regulations shall apply to a participating issuer and his officers in the event of a default in complying with paragraph 13 in respect of a local authority security [F45falling within paragraph (a)(i) of the definition of “local authority security].

F46(2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) Such sanctions as apply in the event of a default in complying with the requirement to maintain a register imposed by the relevant enactment or instrument referred to in regulation 22(1) shall apply to—

(a)a participating issuer other than a company; and

(b)a participating issuer which is a company, in relation to so much of the record of uncertificated corporate securities as does not relate to debentures,

and his officers in the event of a default in complying with paragraph 15.

(4) Subparagraphs (2) and (3) shall not apply to any of the following or its officers—

(a)the Crown;

(b)any person acting on behalf of the Crown;

[F47(c)the Bank of England;

(d)the Registrar of Government Stock;

(e)any previous Registrar of Government Stock; or

(f)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.]

Textual Amendments

Commencement Information

I19Sch. 4 para. 19 in force at 26.11.2001, see reg. 1

20.  An officer of a participating issuer shall be in default in complying with, or in contravention of paragraph 2, 5, 6, 7, 13 or 15, or [F48section 1138 of the 2006 Act] as applied by paragraph 18, if, and only if, he knowingly and wilfully authorised or permitted the default or contravention.U.K.

Textual Amendments

Commencement Information

I20Sch. 4 para. 20 in force at 26.11.2001, see reg. 1

21.  An officer of an Operator shall be in default in complying with, or in contravention of, the provisions referred to in paragraph 19(1) of this Schedule, or of [F49section 1138 of the 2006 Act] as applied by paragraph 18, if, and only if, he knowingly and wilfully authorised or permitted the default or contravention.U.K.

Textual Amendments

Commencement Information

I21Sch. 4 para. 21 in force at 26.11.2001, see reg. 1

(1)

42 & 43 Vict c. 11.