Certificated/in certificated form meaning

There are several situations in which a company’s shares may change hands at times, the most frequent being a disposal of the shares by way of sale transactions. Other scenarios include a transfer arising on the creation or enforcement of security, or effected as a gift. It is likewise possible for a company to purchase its own shares, and for shares to be transmitted by operation of law (eg following the death or bankruptcy of a holder). This Practice Note concentrates on the standard steps required to implement a transfer of certificated shares on a sale that is not a buy-back transaction in practice. Certificated shares, uncertificated shares and their transfer Company shares may exist in certificated or uncertificated form. They are held in certificated form where the company has issued, or ought to have issued, a paper share certificate for the holding concerned. They are held in uncertificated form where the shares are recorded electronically; in that case the company need not, and will not, have issued...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT are set, in 2027, to be replaced by a single, self-assessed levy on securities, the securities transfer charge (STC), which will be paid and reported via a new online portal service. The core design of the STC will broadly mirror the proposals for that regime set out in the consultation carried out in 2023. Finance Bill 2026 (FB 2026) creates a power, commencing on Royal Assent, to permit secondary legislation so that taxpayers can pilot the new digital service by self-assessing their stamp taxes on securities liabilities and submitting transactions electronically through a digital system. For more detailed information on the modernisation of stamp taxes on securities, see News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes, Tax update spring 2025—Stamp taxes on shares modernisation, Tax update spring 2025—Tax analysis—Stamp and transfer taxes, TAMD 2023—Stamp taxes on shares modernisation, TAMD 2023—consultation—stamp taxes on shares and Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer...

This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is implemented through CREST. For broader information on rights issues and the matters that listed or AIM companies should evaluate when proposing a rights issue, see Practice Notes: Rights...

Important—this provisional allotment letter (pal) is of value and is negotiable. Your prompt attention is required. This invitation lapses at [ insert time ] on [ insert date ]. The full pal must be produced at the time of payment. Should you be uncertain about any part of this pal, or unsure what steps to take, you should seek your own financial advice without delay from your stockbroker, bank manager, solicitor, accountant, or another suitably qualified independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (fsma), or, if you are located outside the United Kingdom, from an appropriate qualified independent financial adviser duly authorised within your jurisdiction. If you dispose of, transfer, or have already disposed of or otherwise transferred all of your ordinary shares (other than ex-rights) held in certificated form before [ Insert time ] on [ Insert date ], please send this pal together with form x (form of renunciation) on page [ Insert page number ], completed immediately, to the buyer...

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/Manual, certificated or uncertificated form and CREST sponsored member, plus the Registrars and Registrar of Companies. Scheme mechanics span the Scheme Document and Explanatory Statement, Forms of Proxy, Effective/Effective Date, Voting and Scheme Record Times, Scheme Shareholders/Shares,...

Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include corporations. Liability of members: each member’s liability...