http://www.legislation.gov.uk/id/uksi/2017/1212

http://www.legislation.gov.uk/uksi/2017/1212/regulation/121

The Risk Transformation Regulations 2017

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Statute Law Database

FINANCIAL SERVICES AND MARKETS

2023-08-23

Expert Participation

2023-07-11

These Regulations make provision for transformer vehicles, within the meaning given by section 284A of the Financial Services and Markets Act 2001 (c. 8; section 284A was inserted by section 31 of the Bank of England and Financial Services Act 2016 (c. 14)). They are to be read with the Risk Transformation (Tax) Regulations 2017. Collectively, these Regulations facilitate and regulate the issue of insurance linked securities in the United Kingdom.

The Risk Transformation Regulations 2017

Regulations

Financial Services and Markets Act 2023

Sch. 1

Pt. 2

s. 1(4)

s. 86(3)

The Risk Transformation Regulations 2017

PART 4Protected Cell Companies

CHAPTER 9Shares and shareholders

SECTION 5Share transfers

Transfers121

1

A protected cell company may not register a transfer of shares unless—

a

the transfer documents relating to the transfer have been delivered to the protected cell company; or

b

title to the shares has been transmitted by operation of law.

2

Where transfer documents relating to a share transfer are delivered to a protected cell company, the protected cell company must amend the register of shareholders and index accordingly.

3

But a protected cell company may refuse to register a transfer of shares where—

a

a person holding shares issued on behalf of a part of the protected cell company is required to hold less or more than a specified number of shares issued on behalf of that part and the transfer would result in the transferor or transferee breaching that requirement;

b

the transfer would contravene a provision of the protected cell company's instrument of incorporation or a provision of law (including any law that is for the time being in force in a country or territory outside of the United Kingdom); or

c

the transferee fails to provide the protected cell company with such evidence as the protected cell company may reasonably require to satisfy the protected cell company that the transferee is a qualified investor within the meaning given by regulation 10.

4

A protected cell company—

a

may only refuse to register a transfer pursuant to sub-paragraph (a) or (b) of paragraph (3) during the period of 21 days commencing with the date the transfer documents are delivered to the protected cell company; and

b

must give the transferee written notice of a refusal to register a transfer of shares, unless the giving of such a notice would contravene a provision of law (including any law that is for the time being in force in a country or territory outside of the United Kingdom).

5

A transfer of shares by the personal representative of a deceased person is valid as if the personal representative had been the holder of the deceased person's shares at the time of the execution of the instrument of transfer.