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5.—(1) Except in the case of any transfer of shares referred to in paragraph 4 above, the company may not register any transfer unless the transfer documents relating to that transfer have been delivered to the company.
(2) No share certificate shall be required to be delivered by virtue of sub-paragraph (1) above in any case where shares are transferred by a nominee of a recognised investment exchange who is designated for the purposes of regulation 41(6) above in the rules of the investment exchange in question.
(3) In these Regulations “transfer documents”, in relation to any transfer of registered shares, means—
(a)a stock transfer within the meaning of the Stock Transfer Act 1963(1) which complies with the requirements of that Act as to the execution and contents of a stock transfer or such other instrument of transfer as is authorised by, and completed and executed in accordance with any requirements in, the company’s instrument of incorporation;
(b)except in a case falling within paragraph (3) or (4) of regulation 41 above, a share certificate relating to the shares in question;
(c)in a case falling within paragraph (3) of that regulation above, such other evidence of title to those shares as is required by the instrument of incorporation of the company; and
(d)such other evidence (if any) as the company may require to prove the right of the transferor to transfer the shares in question.
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