The Uncertificated Securities Regulations 2001

Regulation 51

SCHEDULE 7 MINOR AND CONSEQUENTIAL AMENDMENTS

Part 1 Primary Legislation

The National Debt Act 1870

1.  In section 3 of the National Debt Act 1870(1), for the definition of “Stockholder” there shall be substituted—

““Stockholder” means a person holding stock, being entered as such in—

(a)

a register kept by the Bank of England or the Bank of Ireland under regulation 1 of the Government Stock Regulations 1965; or

(b)

a register kept by the Operator of a relevant system under the Uncertificated Securities Regulations 2001 (and “Operator” and “relevant system” shall have the same meanings as they have in those Regulations):”.

The National Debt (Stockholders Relief) Act 1892

2.  In subsection (1) of section 2 of the National Debt (Stockholders Relief) Act 1892(2), for the word “inscribed” there shall be substituted “entered in a relevant register”.

The Finance (No. 2) Act 1915

3.  In section 48 of the Finance (No. 2) Act 1915(3)—

(a) after “Director of Savings,” there shall be inserted “to the Operator of any relevant system”; and

(b) after “by that person” there shall be inserted “; and in this section “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001”.

The Finance Act 1916

4.  In section 67 of the Finance Act 1916(4)—

(a) after “Director of Savings,” there shall be inserted “the Operator of any relevant system”; and

(b) at the end of that section there shall be added “; and in this section “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001”.

The Finance Act 1949

5.  In section 48 of the Finance Act 1949(5)—

(a) in subsection (1), after “Bank of England” where it first appears there shall be inserted “or the Operator of any relevant system”;

(b) in the proviso to subsection (1)—

(i) for “the Bank of England shall not” there shall be substituted “neither the Bank of England nor any such Operator shall”; and

(ii) for “to the Bank” there shall be substituted “to the Bank, or to that Operator as the case may be,”;

(c) in subsection (2), after “Bank of England” there shall be inserted “or the Operator, as the case may be,”; and

(d) after subsection (4) the following subsection shall be added—

“(5) In this section, “Operator” and “relevant system” have the same meanings as they have in the Uncertificated Securities Regulations 2001.”.

The Finance (No. 2) Act 1975

6.  In section 73 of the Finance (No. 2) Act 1975(6)—

(a) in subsection (4), after “means” in the definition of “the Bank” there shall be inserted “(subject to subsection (4A))”; and

(b) after subsection (4) the following subsection shall be added—

“(4A) In the case of units of stock which are recorded on a register kept by the Operator of a relevant system—

(a) the reference to the Bank in subsection (1) so far as it relates to paragraph (c) of that subsection; and

(b) the references to the Bank in subsections (2) and (3) so far as they apply for the purposes of that paragraph,

shall be taken to be references to that Operator; and in this subsection “Operator” and “relevant system” have the same meanings as in the Uncertificated Securities Regulations 2001.”.

The Companies Act 1985

7.  In subsection (1)(b) of section 182 of the 1985 Act, after “simplified process)” there shall be inserted “and to regulations made under section 207 of the Companies Act 1989 (which enable title to securities to be evidenced and transferred without a written instrument).”.

8.  In subsection (1) of section 183 of that Act, after “Stock Transfer Act 1982” there shall be inserted “or is in accordance with regulations made under section 207 of the Companies Act 1989.”.

9.  In section 209(9B)(b) of the 1985 Act, for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

10.  In subsection (4) of section 380 of the 1985 Act, after paragraph (k) the following paragraphs shall be added—

“(l) a resolution of the directors passed by virtue of regulation 16(2) of the Uncertificated Securities Regulations 2001 (which allows title to a company’s shares to be evidenced and transferred without written instrument); and

(m) a resolution of a company passed by virtue of regulation 16(6) of the Uncertificated Securities Regulations 2001 (which prevents or reverses a resolution of the directors under regulation 16(2) of those Regulations).”.

The Financial Services Act 1986

11.  In subsection (1) of section 180 of the 1986 Act, after paragraph (n) the following paragraph shall be added—

“(nn) to an Operator approved under the Uncertificated Securities Regulations 2001 if the information is necessary to ensure the proper functioning of a relevant system within the meaning of those Regulations in relation to defaults and potential defaults by market-participants;”.

12.  In the 1986 Act, in—

(a) paragraph 16A(a) of Schedule 1;

(b) Note (3) to that paragraph; and

(c) subparagraph (5B)(a) of paragraph 18 of Schedule 1,

for “Uncertificated Securities Regulations 1995” in each place where it occurs there shall be substituted “Uncertificated Securities Regulations 2001”.

The Banking Act 1987

13.  In the Banking Act 1987(7), in—

(a) paragraph 11B in the first column of the Table in section 84(1);

(b) section 84(11)(e),

for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

Part 2 Subordinate Legislation

The Government Stock Regulations 1965

14.  In the 1965 Regulations—

(a) in regulation 1(3), for “Subject (in the case of stock which is a participating security) to any provision made by or under the 1995 Regulations, in” there shall be substituted “In”;

(b) in regulation 2(1), for “Subject to Regulation 5 of the Stock Transfer (Gilt-edged Securities) (CGO Service) Regulations 1985 and (in the case of stock which is a participating security) any provision made by or under the 1995 Regulations, every” there shall be substituted “Every”;

(c) in regulation 3B(2), for “the register” there shall be substituted—

“(a) a register kept under regulation 1(1) or (1A) hereof; or

(b) a register kept by the Operator of a relevant system under the 2001 Regulations,”;

(d) in regulation 4(8)—

(i) the words “and Regulation 4B” shall be omitted from paragraph (1);

(ii) after paragraph (4) there shall be inserted—

“(5) Units of stock which are recorded on a register kept by the Operator of a relevant system under the 2001 Regulations shall be transferable in no other manner than by means of that system in accordance with those Regulations.

(6) A strip shall be transferable in no other manner than by means of a relevant system operated by an Operator in accordance with the 2001 Regulations.”;

(e) in regulation 5, for “Subject (in the case of stock which is a participating security) to any provision made by or under the 1995 Regulations, the” there shall be substituted “The”;

(f) in regulation 10—

(i) for “Subject (in the case of stock which is a participating security) to any provision made by or under the 1995 Regulations, the” there shall be substituted “The”; and

(ii) there shall be omitted the words from “or, in the case of an exempt transfer” to the end;

(g) in regulation 14(6), 15(4) and 16(4)—

(i) there shall be omitted the words “to Regulation 4B and”; and

(ii) for “the 1995 Regulations” there shall be substituted “the 2001 Regulations”;

(h) in regulation 23(1), for ““the 1995 Regulations” means the Uncertificated Securities Regulations 1995 as amended from time to time;” there shall be substituted ““the 2001 Regulations” means the Uncertificated Securities Regulations 2001 as amended from time to time;”;

(i) in regulation 23(1), the definitions of “the CGO Service”; “CGO Service member”; and “an exempt transfer” shall be omitted; and

(j) in regulation 23(1A), for “the 1995 Regulations” there shall be substituted “the 2001 Regulations”.

The Local Authority (Stocks and Bonds) Regulations 1974

15.  In the 1974 Regulations—

(a) in regulation 1(3)—

(i) for ““the 1995 Regulations” means the Uncertificated Securities Regulations 1995 as amended from time to time;” there shall be substituted ““the 2001 Regulations” means the Uncertificated Securities Regulations 2001 as amended from time to time;”; and

(ii) the definitions of “the CGO Service”; “CGO Service member”; “the CGO Service Regulations”; and “exempt transfer” shall be omitted;

(b) in regulation 6(1), for “Subject to regulation 6A below the” there shall be substituted “The”;

(c) in regulation 7—

(i) in paragraph (1)(a), for “paragraph (5)” there shall be substituted “paragraph (1A)”;

(ii) after paragraph (1) there shall be inserted as a new paragraph—

“(1A) Units of stock, or of bonds, which are recorded on a register kept by the Operator of a relevant system under the 2001 Regulations shall be transferable in no other manner than by means of that system in accordance with those Regulations.”; and

(iii) in paragraph (3), there shall be omitted “and any record of a transfer effected through the medium of the CGO Service,” and “or, as the case may be, the exempt transfer”; and

(d) in regulation 13(2)—

(i) for “Subject (in the case of stock or a bond which is a participating security) to any provision made by or under the 1995 Regulations, the” there shall be substituted “The”; and

(ii) there shall be omitted the words from “or, in the case of an exempt transfer” to the end.

The Exchange of Securities (General) Rules 1979

16.  In the Exchange of Securities (General) Rules 1979(9)—

(a) in rule 3, the definitions of “the CGO Service”; “CGO Service member”; and “an exempt transfer” shall be omitted; and

(b) in rule 6—

(i) for paragraph (1A) there shall be substituted—

“(1A) Where the acceptance relates to a holding of uncertificated units of a security and at the time of acceptance that holding is transferable by means of a relevant system in accordance with the Uncertificated Securities Regulations 2001 as amended from time to time—

(a) paragraph (1)(c) of this Rule shall not apply, and

(b) the acceptance may be made by such means of electronic communication, and subject to such conditions, as the Treasury may approve for that purpose.”; and

(ii) there shall be inserted as a new paragraph after paragraph (1A)—

“(1B) In paragraph (1A), the expressions “uncertificated units of a security” and “relevant system” shall have the same meanings as they have in the Uncertificated Securities Regulations 2001.”.

The Companies (Registers and other Records) Regulations 1985

17.  In the Companies (Registers and other Records) Regulations 1985(10)—

(a) in regulation 1—

(i) in paragraph (2), at the end of the definition of “register” there shall be inserted “or regulation 20 of the 2001 Regulations”; and

(ii) at the end of paragraph (2) there shall be inserted—

““the 2001 Regulations” means the Uncertificated Securities Regulations 2001; and expressions defined in the 2001 Regulations shall have the same meaning in these Regulations.”;

(b) at the end of regulation 2 there shall be inserted as new paragraphs—

“(5) This regulation applies with respect to an issuer of register members and a record of uncertificated shares which is kept by a company by recording the matters in question otherwise than in legible form—

(a) as it applies to a register of members under the Act which is kept in like fashion; and

(b) as if references to the Act were references to the 2001 Regulations.

(6) This Regulation applies with respect to an index kept by virtue of paragraph 7 of Schedule 4 to the 2001 Regulations which is kept by a company by recording the matters in question otherwise than in legible form—

(a) as it applies to an index of a register of members under the Act which is kept in like fashion; and

(b) as if references to the Act were references to the 2001 Regulations.”;

(c) at the end of regulation 3 there shall be inserted as a new paragraph—

“(6) In the case of a company which is a participating issuer, references in this regulation to the register of members shall be taken to be a reference to the company’s issuer register of members and record of uncertificated shares.”; and

(d) in regulation 6—

(i) in paragraph (1), after “the Act” there shall be inserted “or the 2001 Regulations”; and

(ii) after paragraph (2) there shall be inserted as a new paragraph—

“(2A) In the case of a company which is a participating issuer, paragraph (2) shall apply as if—

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

(b) the reference to the index of the register of members were a reference to an index kept by virtue of paragraph 7 of Schedule 4 to the 2001 Regulations.”.

The Stamp Duty Reserve Tax Regulations 1986

18.  In the Stamp Duty Reserve Tax Regulations 1986(11), in the definition of “the Treasury Regulations” in regulation 2, for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

The Companies (Registers and other Records) Regulations (Northern Ireland) 1986

19.  In the Companies (Registers and other Records) Regulations (Northern Ireland) 1986 (12)—

(a) in regulation 1—

(i) at the end of the definition of “register” in paragraph (2) there shall be inserted “or regulation 20 of the 2001 Regulations”; and

(ii) at the end of paragraph (2) there shall be inserted—

““the 2001 Regulations” means the Uncertificated Securities Regulations 2001; and expressions defined in the 2001 Regulations shall have the same meaning in these Regulations.”;

(b) at the end of regulation 3 there shall be inserted as new paragraphs—

“(5) This Regulation applies with respect to an issuer register of members and a record of uncertificated shares which is kept by a company by recording the matters in question otherwise than in legible form—

(a) as it applies to a register of members under the Order which is kept in like fashion; and

(b) as if references to the Order were references to the 2001 Regulations.

(6) This Regulation applies with respect to an index kept by virtue of paragraph 7 of Schedule 4 to the 2001 Regulations which is kept by a company by recording the matters in question otherwise than in legible form—

(a) as it applies to an index of a register of members under the Order which is kept in like fashion; and

(b) as if references to the Order were references to the 2001 Regulations.”;

(c) at the end of regulation 4 there shall be inserted as a new paragraph—

“(6) In the case of a company which is a participating issuer, references in this regulation to the register of members shall be taken to be a reference to the company’s issuer register of members and record of uncertificated shares.”;

(d) in regulation 7—

(i) in paragraph (1), after “the Order” there shall be inserted “or the 2001 Regulations”; and

(ii) after paragraph (2) there shall be inserted as a new paragraph—

“(2A) In the case of a company which is a participating issuer, paragraph (2) shall apply as if—

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

(b) the reference to the index of the register of members were a reference to an index kept by virtue of paragraph 7 of Schedule 4 to the 2001 Regulations.”.

The Financial Markets and Insolvency Regulations 1996

20.  In the Financial Markets and Insolvency Regulations 1996(13)—

(a) in regulation 2(1)—

(i) in the definition of “register of securities”, for “a register maintained by the issuer, whether by virtue of the 1995 Regulations or otherwise” there shall be substituted “a register, whether maintained by virtue of the Uncertificated Securities Regulations 2001 or otherwise”;

(ii) the definition of “the 1995 Regulations” shall be omitted;

(iii) in the definition of “relevant nominee”, for “paragraph 19(d) of Schedule 1 to the 1995 Regulations” there shall be substituted “paragraph 25(f) of Schedule 1 to the Uncertificated Securities Regulations 2001”;

(iv) in the definition of “transfer”, for “the generation of an Operator-instruction requiring a participating issuer to register a system-member on the relevant register of securities as the holder of those units;” there shall be substituted “the registration of a transfer of title to those units in the relevant Operator register of securities;”; and

(v) in the full-out to regulation 2(1), for “the 1995 Regulations” there shall be substituted “the Uncertificated Securities Regulations 2001”;

(b) in regulation 2(2)(a), for “regulation 19 of the 1995 Regulations” there shall be substituted “regulation 20, 21 or 22 of the Uncertificated Securities Regulations 2001”; and

(c) in regulation 5(a)(ii), for “regulation 25(1)(a) or 25(2)(a) of the 1995 Regulations” there shall be substituted “regulation 31(2)(b) or 31(4)(b) of the Uncertificated Securities Regulations 2001”.

The Stock Transfer (Addition and Substitution of Forms) Order 1996

21.  In the Stock Transfer (Addition and Substitution of Forms) Order 1996(14), in paragraph (2) of article 1, for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

The Financial Services Act 1986 (Exemption) Order 1996

22.  In the Financial Services Act 1986 (Exemption) Order 1996(15), in paragraph (3) of article 1, for “Uncertificated Securities Regulations 1995” in both places where it occurs there shall be substituted “Uncertificated Securities Regulations 2001”.

The Stamp Duty Reserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999

23.  In the Stamp Duty Reserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999(16), in the definition of “foreign securities” in regulation 2, for “Uncertificated Securities Regulations 1995” there shall be substituted “Uncertificated Securities Regulations 2001”.

The Open-Ended Investment Companies Regulations 2001

24.  In the Open-Ended Investment Companies Regulations 2001—

(a) in regulation 2(1), the definitions of “certificated form”, “participating issuer”, “participating security”, “uncertificated form” and “uncertificated unit of a security” shall be omitted;

(b) for regulation 50(2) there shall be substituted—

“(2) Paragraph (1) has effect subject to any requirements contained in FSA rules.”; and

(c) in paragraph 2(1) of Schedule 3, the words “Subject to sub-paragraph (2)” shall be omitted.

(1)

1870 c. 71.

(2)

1892 c. 39; section 2 was substituted by section 108(1) of the Finance Act 1997 (c. 16).

(3)

1915 c. 89; the relevant amendment to section 48 was made by section 108(1) of the Post Office Act 1969 (c. 48).

(4)

1916 c. 24; section 67 was amended by section 108(1) of the Post Office Act 1969.

(5)

1949 c. 47.

(6)

1975 c. 45.

(7)

1987 c. 22; relevant amending instrument is S.I. 1996/1669.

(8)

Paragraph (1) of regulation 4 was numbered as such by article 2 of S.I. 1981/1004 and amended by regulation 4 of S.I. 1985/1146 and regulation 2 of S.I. 2000/1681; paragraphs (2) to (4) of regulation 4 were inserted by article 2 of S.I. 1981/1004, regulation 4 of S.I. 1985/1146 and regulation 4 of S.I. 1997/1709 respectively.

(9)

S.I. 1979/1678; relevant amending instruments are S.I. 1985/1147; S.I. 1998/2505; S.I. 1999/1207 and S.I. 2000/1516.

(10)

S.I. 1985/724.

(11)

S.I. 1986/1711; relevant amending instrument is S.I. 1997/2430.

(12)

S.R. (N.I.) 1986 No. 306.

(13)

S.I. 1996/1469.

(14)

S.I. 1996/1571.

(15)

S.I. 1996/1587.

(16)

S.I. 1999/2383.