Uncertificated or in uncertificated 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...

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...

This Practice Note sets out an introduction to, and overview of, CREST, covering: what CREST is and the idea of uncertificated securities the legal framework the advantages of CREST and what companies must do to allow their securities to be held in CREST how uncertificated securities are held and transferred within CREST, and a brief introduction to the concept of depository interests It does not address how various shareholder and corporate actions are undertaken in CREST, nor practical guidance on the CREST processes around shareholder voting on resolutions, alterations of share capital, dividends, open offers, rights issues and takeovers. What is CREST? CREST is a central securities depository, run by Euroclear UK & International Limited (Euroclear), for the holding and transfer of dematerialised securities. It supplies core infrastructure for the electronic holding, transfer and related servicing of (or dematerialised settlement for) equities, debt securities and other financial instruments admitted to the system (participating securities). In broad...

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...