Regulation 2 Interpretation

In these Regulations—

• “the Act” means the Companies Act 1989;

• “business day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom under the Banking and Financial Dealings Act 1971^f1;

• “issue”, in relation to an uncertificated unit of a security, means to confer on a person title to a new unit;

• “register of securities”—

  1. (a)

     in relation to shares, means a register of members; and

  2. (b)

     in relation to units of a security other than shares, means a register maintained by the issuer, whether by virtue of the 1995 Regulations or otherwise, of persons holding the units;

• “the 1995 Regulations” means the Uncertificated Securities Regulations 1995^f2;

• “relevant nominee” means a system-member who is a subsidiary undertaking of the Operator designated by him as such in accordance with such rules and practices as are mentioned in paragraph 19(d) of Schedule 1 to the 1995 Regulations;

• “settlement bank” means a person who has contracted with an Operator to make payments in connection with transfers, by means of a relevant system, of title to uncertificated units of a security and of interests of system-beneficiaries in relation to such units;

• “system-beneficiary” means a person on whose behalf a system-member or former system-member holds or held uncertificated units of a security;

• “system-charge” means a charge of a kind to which regulation 3(2) applies;

• “system-member” means a person who is permitted by an Operator to transfer by means of a relevant system title to uncertificated units of a security held by him; and “former system-member” means a person whose participation in the relevant system is terminated or suspended;

• “transfer”, in relation to title to uncertificated units of a security, means 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; and in relation to an interest of a system-beneficiary in relation to uncertificated units of a security, means the transfer of the interest to another system-beneficiary by means of a relevant system; and

For the purposes of these Regulations, a person holds a unit of a security if—

A reference in any of these Regulations to a numbered regulation shall be construed as a reference to the regulation bearing that number in these Regulations.

A reference in any of these Regulations to a numbered paragraph shall, unless the reference is to a paragraph of a specified regulation, be construed as a reference to the paragraph bearing that number in the regulation in which the reference is made.