Regulation 88 Compulsory conversion of uncertificated securities into certificated form
If it appears to the Secretary of State that:
there has been a persistent failure by a company to perform its functions under these Regulations with respect to an uncertificated security;
the company proposes to amend its memorandum and articles of association or otherwise the terms of issue of the security concerned so as to require particulars to be contained in a proper instruction to register which cannot be accommodated by the facilities available to operate the system or (in the case of any additional provision made in the company’s memorandum or articles of association) or otherwise in a manner inconsistent with the terms of these Regulations; or
the Operator is incapable (for any reason) of adequately performing its own functions with respect to an uncertificated security of a company,
he may issue a direction for the conversion of that security into certificated form in accordance with the following provisions of this regulation. Such a direction shall state a date upon which the security is to be converted into certificated form and shall be served on the company and the Operator.
The Secretary of State shall, if it is practicable to do so, afford a company at least 10 working days notice of his intention to issue a direction under paragraph (1)(a) or (b) and shall consider, in deciding whether to issue such a direction, any representations made by the company within that period.
Within two working days of the receipt of a direction under this regulation, the Operator shall notify every commercial and alternative company controller of its issue and of the date of conversion.
It is the duty of a company, having received a direction under this regulation, to notify every primary company controller of its issue and the date of conversion.
The company shall issue a general call for instructions, specifying the date specified in the direction (or such later date as the company may select, not being more than 5 working days after the date so specified) as the date by reference to which the appropriate register is to be updated.
As from the date stated in the direction, the security concerned shall cease to be an uncertiticated security; paragraph (5) of regulation 84 shall apply with any necessary modifications.
Paragraphs (2) to (4) of regulation 86 shall apply in connection with proper instructions to register received by virtue of paragraph (4) as they apply to such instructions received by virtue of paragraph (1) of that regulation.
It is the duty of the company (on receipt of such a direction) to inform the holders of the security of its issue and publish the fact that conversion has occurred in such manner as reasonably appears to the company to be calculated to draw the fact of the conversion to the attention of any person who may be affected by it.