Regulation 28 Registration by a participating issuer of transfers of securities upon conversion into certificated formI1

United Kingdom

(1)

Paragraphs (2) to (5) apply where relevant units of a security are transferred by means of a relevant system to a person who is to hold them thereafter in certificated form.

(2)

Subject to paragraphs (3) and (4), a participating issuer shall (where appropriate) register a transfer of title to relevant units of a security on an issuer register of securities in accordance with an Operator-instruction.

(3)

A participating issuer shall refuse to register a transfer of title to relevant units of a security in accordance with an Operator-instruction if he has actual notice that the transfer is—

(a)

prohibited by order of a court in the United Kingdom;

(b)

prohibited or avoided by or under an enactment;

(c)

a transfer to a deceased person; or

(d)

where the participating issuer is constituted under the law of Scotland, prohibited by or under an arrestment.

(4)

A participating issuer may refuse to register a transfer of title to relevant units of a security in accordance with an Operator-instruction if the instruction requires a transfer of units—

(a)

to an entity which is not a natural or legal person;

(b)

to a minor (which, in relation to a participating issuer constituted under the law of Scotland, shall mean a person under 16 years of age);

(c)

to be held jointly in the names of more persons than is permitted under the terms of the issue of the security; or

(d)

where, in relation to the Operator-instruction. the participating issuer has actual notice from the Operator of any of the matters specified in regulation 35(5)(a)(i) to (iii).

(5)

A participating issuer shall notify the Operator by issuer-instruction whether he has registered a transfer in response to an Operator-instruction to do so.

(6)

A participating issuer shall not register a transfer of title to relevant units of a security on an issuer register of securities unless he is required to do so—

(a)

by an Operator-instruction;

(b)

by an order of a court in the United Kingdom; or

(c)

by or under an enactment.

(7)

A unit of a security is a relevant unit for the purposes of this regulation if, immediately before the transfer in question, it was held by the transferor in uncertificated form.

F1(8)

If a participating issuer refuses to register under paragraph (2) a transfer of securities in any of the circumstances specified in paragraphs (3) and (4), the participating issuer shall, within 2 months of the date on which the Operator-instruction was received by the participating issuer, send to the transferee notice of the refusal.

(9)

Such sanctions as apply to a company and its officers in the event of a default in complying with F2subsections (1) and (2) of section 771 of the 2006 Act shall apply to a participating issuer and his officers in the event of a default in complying with that subsection as applied by paragraph (8).

Annotations

Textual amendments

F1: Reg. 28(8) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(13)(a)
F2: Words in reg. 28(9) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 (S.I. 2009/1889), regs. 1(2), 2(13)(b)

Commencement

I1: Reg. 28 in force at 26.11.2001, see reg. 1