Regulation 27 Conversion of securities into uncertificated form

(1)

A participating issuer shall not change a unit of a participating security from certificated form to uncertificated form except in the circumstances specified in paragraph (2).

(2)

The circumstances referred to in paragraph (1) are—

(a)

where the unit of the participating security is held by a system-member, that the participating issuer has received—

(i)

a request in writing in the form required by the rules made and practices instituted by an Operator in order to comply with paragraph 13 of Schedule 1 to register the system-member as holding the unit in uncertificated form; and

(ii)

subject to paragraph (4), the certificate relating to the certificated unit which is to be converted into uncertificated form;

(b)

where the unit of the participating security is to be registered on a register of securities in the name of a system-member following a transfer of the unit to him from a person other than the nominee of a recognised investment exchange, that the participating issuer—

(i)

subject to paragraph (3), has received by means of the Operator-system a proper instrument of transfer in favour of the system-member relating to the unit to be transferred;

(ii)

subject to paragraph (4), has received by means of the Operator-system the certificate relating to the certificated unit which is to be transferred and converted into uncertificated form; and

(iii)

may accept by virtue of the rules made and practices instituted by an Operator in order to comply with paragraph 13 of Schedule 1 that the system-member to whom the unit is to be transferred wishes to hold it in uncertificated form; and

(c)

where the unit of the participating security is to be registered on a register of securities in the name of a system-member following a transfer of the unit to him from a nominee of a recognised investment exchange, that the participating issuer—

(i)

has received a proper instrument of transfer in favour of the system-member from the nominee relating to the unit to be transferred; and

(ii)

(3)

The requirement in paragraph (2)(b)(i) that the participating issuer shall have received an instrument of transfer relating to the unit of the participating security shall not apply in a case where for a transfer of a unit of that security no instrument of transfer is required.

(4)

The requirements in paragraphs (2)(a)(ii) and (2)(b)(ii) that the participating issuer shall have received a certificate relating to the unit of the participating security shall not 17 apply in a case where the system-member or transferor (as the case may be) does not have a certificate in respect of the unit to be converted into uncertificated form because no certificate has yet been issued to him.

(5)

In the circumstances specified in paragraph (2)(a), on receipt of the request referred to in paragraph (2)(a)(i) and (except where paragraph (4) applies) the certificate referred to in paragraph (2)(a)(ii), the participating issuer shall, within two months—

(a)

enter on the register of securities that the system-member holds the unit in uncertificated form; and

(b)

send the Operator an issuer-instruction informing him of the entry on the relevant register of securities.

(6)

In the circumstances specified in paragraph (2)(b), on receipt of the instrument of transfer referred to in paragraph (2)(b)(i) (except where paragraph (3) applies) and the certificate referred to in paragraph (2)(b)(ii) (except where paragraph (4) applies), the participating issuer shall—

(a)

upon recording that the system-member holds the unit, enter on the register of securities that he holds the unit in uncertificated form; and

(b)

within 2 months thereafter, send the Operator an issuer-instruction informing him of the entry on the register of securities.

(7)

In the circumstances specified in paragraph (2)(c), on receipt of the instrument of transfer referred to in paragraph (2)(c)(i), the participating issuer shall—

(a)

upon recording that the system-member holds the unit, enter on the register of securities that he holds the unit in uncertificated form; and

(b)

within 2 months thereafter, send the Operator an issuer-instruction informing him of the entry on the register of securities.

(8)

Such sanctions as apply to a company in the event of a default by it in complying with subsection (5) of section 183 of the 1985 Act shall apply to a participating issuer in the event of a default by him in complying with paragraph (5), (6) or (7).

(9)

In this regulation “recognised investment exchange” has the same meaning as in the 1986 Act.