Regulation 23(4)
1. In this Schedule—
“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.
2.—(1) Every participating issuer which is a company shall enter in its issuer register of members—
(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), section 352 of the 1985 Act shall not apply to a company which is a participating issuer, other than as respects any overseas branch register.
(5) Section 352(5) 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 section 352 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 20 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.
3. Section 352A of the 1985 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.
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—
(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 20 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.
5.—(1) Every participating issuer which is a company shall enter in its record of uncertificated shares—
(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) Section 352(5) 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 section 352 of that Act.
6.—(1) Subject to subparagraph (2), a company’s issuer register of members and its record of uncertificated shares shall be kept at its registered office, except that—
(a)if the work of making up the issuer register of members or the record of uncertificated shares is done at another office of the company, they may be kept there; and
(b)if the company arranges with some other person for the making up of the issuer register of members or the record of uncertificated shares to be undertaken on its behalf by that other, they may be kept at the office of the other at which the work is done;
but the issuer register of members must not be kept, 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 kept at the same place.
(3) Subject as follows, every participating issuer which is a company shall send notice in the prescribed form to the registrar of companies of the place where its issuer register of members and its record of uncertificated shares are kept, and of any change in that place, provided that any notice sent by such a company in accordance with section 353(2) of the 1985 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 kept at the company’s registered office.
(5) Subject to subparagraph (6), sections 353 and 357 of the 1985 Act shall not apply to a company which is a participating issuer.
(6) Section 353(4) of the 1985 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 section 353(2) of that Act.
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.
(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 kept at the same place as the issuer register of members and the record of uncertificated shares.
(4) Subject to subparagraph (5), section 354 of the 1985 Act shall not apply to a company which is a participating issuer.
(5) Section 354(4) 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 section 354 of that Act.
8. Section 355 of the 1985 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.
9. Section 356 of, and paragraph 25 of Schedule 13 to, the 1985 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 section 356 to the company’s index of members were references to the index required to be kept by paragraph 7,
and references to the 1985 Act in the Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991(1) shall be construed accordingly.
10. Where under paragraph 6(1)(b), a company’s issuer register of members and record of uncertificated shares is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with—
paragraph 6(2) (record of uncertificated shares to be kept with issuer register of members);
paragraph 6(3) (notice to registrar);
paragraph 7(3) (index to be kept with issuer register of members and record of uncertificated shares); or
section 356 of the 1985 Act (inspection),
or with any requirement of the 1985 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 section 356(6) of the 1985 Act extends to the making of orders against that other and his officers and servants.
11. Where, under section 359 of the 1985 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.
12.—(1) Where an Operator of a relevant system is required to maintain an Operator register of public sector securities, that register shall comprise the following particulars which the Operator shall enter on it, namely—
(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) The following provisions of the 1965 Regulations shall not apply in respect of units of UK Government securities held in uncertificated form—
regulations 1 to 3;
regulations 3C to 3E;
regulations 5 to 13;
regulations 17 and 18; and
regulations 19 to 22.
(3) The following provisions of the 1974 Regulations shall not apply in respect of units of local authority securities held in uncertificated form—
regulations 5 and 6;
regulations 8 to 14;
regulation 16; and
regulation 21.
13.—(1) The participating issuer shall enter in a record of uncertificated 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 public sector securities.
(2) In respect of every participating security which is a UK Government security, the record of uncertificated public sector securities shall be kept in the office of the Chief Registrar of the Bank of England.
(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 public sector securities is regularly reconciled with the Operator register of 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 public sector securities which he is required to keep by these Regulations accord with the particulars entered in the Operator register of public sector securities to which the record relates.
(5) The provisions of the Bankers' Books Evidence Act 1879(2) shall apply for the purpose of proving any entry in the record of uncertificated 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.
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—
(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) Sections 190 and 191 of the 1985 Act shall not apply to any part of an Operator register of corporate securities.
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.
(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) Section 191(1), (2), (4) and (5) of the 1985 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, as it applies or would apply to any register of debenture holders maintained by the company; and references to the 1985 Act in the Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991 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.
16.—(1) Every register which an Operator is required to maintain by virtue of these Regulations shall be kept in the United Kingdom.
(2) Provided that it is kept in the United Kingdom, any such register 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.
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.
(2) Subparagraph (1) does not apply in respect of an entry in a register of members.
18. Sections 722 and 723(1) and (2) of the 1985 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.
19.—(1) Such sanctions as apply to a company and its officers in the event of a default in complying with section 352 of the 1985 Act shall apply to an Operator and his officers in the event of a default in complying with paragraph 4, 12 or 14.
(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.
(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;
(c)the Bank of England; or
(d)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.
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 section 722(2) of the 1985 Act as applied by paragraph 18, if, and only if, he knowingly and wilfully authorised or permitted the default or contravention.
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 section 722(2) of the 1985 Act as applied by paragraph 18, if, and only if, he knowingly and wilfully authorised or permitted the default or contravention.
S.I. 1991/1998.
42 & 43 Vict c. 11.