The Uncertificated Securities Regulations 1992

• (a) the board of directors or a duly authorised committee of the same have authorised (in a resolution complying with paragraph (6)) the signature of the certificate on or after a specified date and the certificate is signed on or after that date;

• (b) the Secretary of State has consented to the system commencing operation under regulation 5; and

• (c) the Operator has agreed to the conversion of the security and any conditions attached to that agreement have been satisfied.

• (3) It is the duty of a company, prior to the conversion of a security, to:

• (a) make adequate preparations and arrangements for the effecting of the conversion of the security (in particular by preparing or causing to be prepared a record of entitlements to take effect from the moment of conversion) and the carrying out of its functions under these Regulations in connection with the security (in particular by making arrangements for the keeping of a record of entitlements); and

• (b) ensure the requirements set out in paragraph (4) have been complied with.

It is the duty of any company controller appointed with respect to the security to co-operate with the company in making the preparations and arrangements referred to in sub-paragraph (a).

• (4) The requirements referred to in paragraph (3)(b) are:

• (a) the company must at some time have passed an enabling resolution;

• (b) conversion of the security must have been authorised by a relevant resolution of the holders of the security at least two months prior to the date on which the security is converted, unless the terms on which the security has been issued authorise the conversion of the security into an uncertificated security or the security is shares of the company in circumstances where the company has only one class of shares and the resolution which constitutes the enabling resolution in addition authorised the conversion of the shares into uncertificated form; and

• (c) the required publicity must have been given to the proposal to convert, unless, the security being a security in relation to which certificates are in issue, the company has collected in, or received indemnities in respect of, all certificates in issue with respect to the security.

• (5) For the purposes of paragraph (4):

• (a) a relevant resolution is:

• (i) where the security concerned is shares, or any class of shares, an extraordinary resolution passed by the holders of the shares or shares of that class;

• (ii) in any other case: —a resolution passed by the holders of not less than three quarters of the units of the security, or, —in the case of a resolution put at a meeting of the holders at which a poll is not demanded, a resolution passed by not less than three quarters of the holders of the units of the security who (being entitled to do so) vote on the resolution, whether in person or (where permitted) by proxy, provided that no resolution shall be treated as a relevant resolution for this purpose if, in addition to conversion, it deals with any other business;

• (b) the required publicity is the publication of a notice which includes the relevant statements on at least three occasions prior to the date on which conversion of the security is effected in such manner and on such occasions as the Operator may direct.

For the purposes of sub-paragraph (b), the relevant statements are:

• (i) where the notice is published prior to the passing of any resolution required by paragraph (4)(b), a statement that it is proposed that the security (identifying it) of the company (naming it) be converted into an uncertificated security to which these Regulations will apply and that a resolution will shortly be put to the holders of the security for their approval of the con-version;

• (ii) where the notice is published after the passing of that resolution, or no resolution is required, a statement that it is proposed that the security (identifying it) of the company (naming it) will shortly be converted into an uncertificated security to which these Regulations will apply and that persons holding by way of security certificates to units of the security concerned should as soon 'as possible take steps to preserve their security under the provisions of these Regulations; the date for last receipt of instruments of transfer under paragraph

• (6) shall also be stated if known; and

• (iii) (in either case) if the notice is to be the final notice of conversion, a statement of that fact.

Also for the purposes of sub-paragraph (b), a notice is none the less published by a company if it is published by the Operator, including where it is included in a notice published by the Operator relating to a number of companies.

• (6) A resolution of the directors, or a duly authorised committee of the same, authorising signature of a certificate with respect to a security under paragraph (2)(a) shall specify a date (referred to below as the “relevant date”) after which no further proper instruments of transfer received with respect to the security will be acted upon prior to conversion, being a date not less than 3 working days and not more than 10 working days before the date specified in the resolution as the date on or after which the certificate of conversion may be signed.

Subject to paragraph (8) or to any direction issued by the Operator, no proper instrument of transfer with respect to the security which is to be converted received by the company after the relevant date may be registered by the company in the appropriate register (paragraph 1 of Part I of Schedule 5 applies to such instruments).

• (7) The commencement of the operation of a record of entitlements with respect to a security by the Operator shall be conclusive evidence that the conditions set out in paragraph (2)(a) and (c) have been complied with with respect to that security (except in any proceedings for damages against any person for breach of a duty imposed by this regulation).

• (8) If the certificate of conversion has not been signed within three working days of the date specified in the resolution of the directors under paragraph (2)(a), the resolution shall lapse and the prohibition on registration of transfers under paragraph (6) shall cease. The directors may pass such further resolutions under paragraph (2)(a) as are required until conversion is effected.

Duties of Operator with respect to conversion

76

• (1) It is the duty of the Operator not to agree to the conversion of any security unless the Operator is reasonably satisfied that the company has made adequate arrangements and preparations with respect to the conversion and for the carrying out of its functions under these Regulations in respect of that security.

• (2) The Operator may make its agreement subject to conditions.

Delivery of conversion certificate to registrar of companies

77

• (1) The company shall deliver to the registrar of companies for registration a certified copy of the certificate signed under regulation 75(1) by which conversion of any security was effected, within 7 working days of the date on which it was signed.

• (2) Section 380(6) of the 1985 Act applies to a failure to comply with the provisions of this regulation as it does to a failure to comply with section 380(2) or (3) of that Act.

• (3) In this regulation “certified copy” means a copy certified as a true copy by a notary, notary public or other person authorised by law, in the jurisdiction where the company is incorporated, to administer oaths or authenticate documents.

CHAPTER II — ISSUE OF A SECURITY IN UNCERTIFICATED FORM

Issue of uncertificated securities

78

• (1) A company:

• (a) shall issue units of a security in uncertiticated form if the units are to form part of a security that is already in issue in uncertificated form; or

• (b) may issue units of a security in such form if they form a new security and the conditions referred to in paragraph (2) have been complied with.

Any issue of units of a security in certificated form where they are to form part of an existing uncertificated security shall be void and vice versa.

• (2) The conditions referred to in paragraph (1)(b) are that:

• (a) the Operator has agreed to the units proposed to be issued being issued in uncertificated form and any conditions attached to such agreement have been satisfied; and

• (b) the Secretary of State has consented to the system commencing operation under regulation 5.

If these conditions are not satisfied, the units concerned shall be treated as having been issued in certificated form, but commencement of the operation of a record of entitlements with respect to the security by the Operator shall be conclusive evidence that the condition referred to in sub-paragraph (a) has been complied with with respect to that security, except in any proceedings for damages for breach of a duty imposed by this regulation.

• (3) It is in addition the duty of a company not to issue a new security in uncertificated form unless the company has at some time passed an enabling resolution.

• (4) Where units of a security are to be issued in uncertificated form and are to form part of a security that is already in issue in uncertificated form, the appropriate register may be amended at any time so as to record the holders of the units issued.

Duty of company to make adequate preparations and arrangements

79

It is the.duty of a company proposing to issue a new security in uncertificated form or to issue units of a security in such form to make, prior to the issue:

• (a) adequate preparations and arrangements for the carrying out of its functions under these Regulations in connection with the security (in particular by making arrangements for the keeping of a record of entitlements with respect to the security or the units); and

• (b) adequate preparations and arrangements for the issue of the units, whether of the new security or of an existing security, in particular (in the case of a new security) by preparing a record of entitlements to take effect as its record of entitlements for the security from the moment of issue.

Duty of Operator to satisfy itself over company’s preparations

80

• (1) Where regulation 78(2)(a) applies, the Operator shall not agree to the issue of units of a security proposed to be issued by a company in uncertificated form unless the Operator is reasonably satisfied that the company has made adequate arrangements and preparations with respect to the issue and for the carrying out of its functions under these Regulations with respect to the security to be issued.

• (2) The Operator may make its agreement subject to conditions.

CHAPTER III — CONVERSION AND ISSUE: MISCELLANEOUS PROVISIONS

General duties and powers of Operator in admitting securities into the system

81

• (1) Where the function of admitting securities into the system is delegated to it, it is the duty of the Operator not to agree to the conversion of any security into, or issue of any security in, uncertificated form unless it has made adequate arrangements for the carrying out of its own functions under these Regulations, so far as that security is concerned or makes its agreement subject to the completion of those arrangements. Such arrangements shall include crediting, in a record of entitlements for the security, the Operator as a controller acting under regulation 62 and any alternative company controller with any entitlements the Operator is instructed by the company to credit them with.

• (2) The Operator shall not be required to agree to the conversion of a security into, or issue of a new security in, uncertificated form if, in the Operator’s opinion, the security is unsuitable, by reason (in the case of shares) of the terms of the company’s memorandum or articles of association or (in the case of any securities) of the terms governing its issue, to be an uncertificated security given the facilities available for the operation of the system or any additional provision made in the company’s memorandum or articles of association, or (as the case may be) in any other terms of issue of the security, under regulation 120.

• (3) The Secretary of State, where the function of admitting securities into the system has been delegated to the Operator, may direct the Operator:

• (a) to agree to the conversion or issue of a security in uncertificated form (subject to such conditions being imposed as he may direct) upon the application of any person aggrieved by a refusal of the Operator to so agree, if in his opinion the Operator’s decision is arbitrary or otherwise without adequate justification; or

• (b) to abandon any condition it has imposed on its agreement to the conversion of a security into or issue of any security in uncertificated form, if in his opinion the condition is arbitrary or otherwise without adequate justification.

Further provisions

82

• (1) Upon the conversion of a security into, or the issue of units of a security in, uncertificated form, a controller recorded on a record of entitlements prepared for the security as having an entitlement to a unit of the security converted or issued shall there-upon have that entitlement save that where, and for as long as, the sum of the entitlements on the Operator’s and company’s records of entitlements exceeds the units of a security in issue, the question whether the controller has the entitlement is in addition to be deter-mined by ascertaining whether the controller would have been recorded with it if the excess had not arisen.

• (2) Schedule 5 to these Regulations makes further provision with respect to the con-version of a security into, or issue of units of a security in, uncertiticated form.

PART X — CONVERSION OF UNCERTIFICATED SECURITIES INTO CERTIFICATED FORM

Introductory

83

The provisions of this Part apply:

• (a) where it is proposed to convert an uncertificated security into a certificated security; and

• (b) to require, in certain cases, uncertificated securities to be so converted.

Conversion

84

• (1) Conversion may be effected by two directors or one director and the secretary signing a certificate of conversion in the form set out in Schedule 6 (with any necessary modifications).

• (2) No such certificate of conversion shall have effect unless:

• (a) its signature has been authorised by a resolution of the board of directors of the company or a duly authorised committee of the same; and

• (b) conversion of the security in question has been authorised by a relevant resolution of the holders of the security.

A resolution passed for the purposes of (b) shall specify the date on or after which conversion is proposed to be effected, being a date not less than 30 working days after the date of the meeting at which the resolution is passed; the certificate of conversion shall be signed on, or as soon as reasonably practicable after, the date so specified, but shall be ineffective if signed on any earlier date.

• (3) It is the duty of the directors of a company or a duly authorised committee of the same not to authorise the signature of a conversion certificate under this regulation unless the required publicity has been given of the date on which conversion is proposed to be effected.

• (4) Subject to paragraph (2), upon the signature of the certificate the security concerned shall cease to be an uncertificated security.

• (5) Upon conversion, regulation 119(1) shall cease to apply, and (in the case of shares) any provision of the company’s memorandum and articles of association which is inconsistent with any provision of the 1985 Act as to the transfer and registration of certificated securities of the type in question shall cease to have effect, by virtue of the provisions of section 14 of that Act.

• (6) For the purposes of this regulation:

• (a) a relevant resolution is:

• (i) (in the case of shares) a special resolution of the holders of the shares or (in the case of a particular class of shares) an extraordinary resolution passed by the class; or

• (ii) (in any other case) a resolution passed:

• by the holders of not less than three quarters of the units of the security, or,

• in the case of a resolution put at a meeting of the holders at which a poll is not demanded, by not less than three quarters of the holders of the units of the security

who (being entitled to do so) vote on the resolution, whether in person or (where permitted) by proxy; and

• (b) the required publicity is the publication of a notice on at least two occasions prior to the date on which conversion is proposed to be effected, in such manner and on such occasions as the Operator may direct, to the effect that conversion of the security (identifying it) of the company (naming it) from uncertificated to certificated form will be effected on or shortly after a specified date, being the date set out in the relevant resolution.

Notice to the Operator and controllers

85

• (1) A company shall deliver to the Operator a copy of any relevant resolution under regulation 84(2)(b) within 2 working days of its being passed.

• (2) The Operator shall as soon as reasonably practicable select a date to be the last date on which transfers of entitlements to units of the security in question in uncertificated form under the system shall be effective and by which any instructions received under regulation 33 must have been acted upon, being a date not less than 5 working days before the date specified in the resolution authorising the conversion. Forthwith upon selecting such date the Operator shall inform all commercial and alter-native company controllers, together with the company or any person appointed as agent for primary company controllers under regulation 11, of the date selected. It shall also publish the date in such manner as may reasonably be expected, in the opinion of the Operator, to cause it to come to the attention of any person likely to be affected by the conversion.

• (3) A company shall also deliver a copy of such a conversion resolution to each primary company controller with respect to the security concerned within 5 working days of the passing of the resolution. Upon its being notified of the date selected by the Operator under the last paragraph, the company shall notify all the primary company controllers (with respect to the security) of that date.

General call for instructions and issue of certificates

86

• (1) The company shall issue a general call for instructions, with the register to be updated by reference to the date specified in the resolution or such later date as the company may select, not being more than 5 working days after the date specified.

• (2) The company. shall update the appropriate register from the proper instructions to register received and from standing instructions extant, in accordance with the pro-visions of these Regulations.

• (3) This updated register shall form the opening appropriate register for the security in certificated form.

• (4) It is the duty of the company to issue, within two months of the date of conversion, certificates to the persons registered on the opening appropriate register in accordance with the provisions of any enactment applicable to certificated securities of the type of security in question or (to the extent there is no enactment so applicable) in accordance with the terms of issue of the security in question.

Duty of directors to convert in certain cases

87

• (1) It is the duty of the directors of a company to convert an uncertificated security into a certificated security under the procedure set out in this Part of these Regulations where a resolution has been passed by the holders of the security requesting such conversion which:

• (a) would qualify as a relevant resolution under regulation 84(6); and

• (b) specifies a date, not less than 30 working days after the date of the meeting at which the resolution is passed, on or after which conversion is proposed to be effected.

Such conversion must be effected on the date specified by the resolution or as soon as reasonably practicable after that date.

• (2) For the purposes of the procedures for conversion prescribed by this Part, such a resolution shall be treated as a relevant resolution specifying a date proposed for con-version under regulation 84(2).

Compulsory conversion of uncertificated securities into certificated form

88

• (1) If it appears to the Secretary of State that:

• (a) there has been a persistent failure by a company to perform its functions under these Regulations with respect to an uncertificated security;

• (b) 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

• (c) 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.

• (2) 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.

• (3) 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.

• (4) 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.

• (5) 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.

• (6) 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.

Conversion: further provisions

89

• (1) The fact that an uncertificated security has been converted into a certificated security under this Part of these Regulations shall not excuse any person from any liability arising out of any act or omission occurring prior to conversion that would attach to him by virtue of any of the provisions of these Regulations.

• (2) The fact of the company having commenced the operation of an appropriate register for the security in certificated form shall be conclusive evidence that the security has ceased to be an uncertificated security.

• (3) The company shall deliver to the registrar of companies for registration a certified copy of a certificate of conversion under regulation 84 or, where conversion is effected under regulation 88, a statement of the fact that conversion has occurred under this Part of these Regulations and the date of conversion, within 7 working days of the date on which conversion was effected.

In this paragraph “certified copy” means a copy certified as a true copy by a notary, notary public or other person authorised by law, in the jurisdiction where the company is incorporated, to administer oaths or authenticate documents.

• (4) Section 380(6) of the 1985 Act applies to a failure to comply with the provisions of this regulation as it does to a failure to comply with section 380(2) or (3) of that Act.

• (5) Schedule 7 has effect to make further provision with respect to the conversion of a security from uncertiticated into certificated form.

PART XI — SPECIAL PROVISIONS FOR CERTAIN SECURITIES OR INTERESTS IN SECURITIES

CHAPTER I — SPECIAL PROVISIONS RELATING TO CERTAIN SECURITIES

Debentures Certain issues of debentures not to be capable of being subject to the Regulations

90

These Regulations shall not apply to an issue of debentures governed by the law of England and Wales or Northern Ireland unless the following conditions are satisfied with respect to the issue:

• (a) the terms of the issue must contain a provision (however worded) that has the effect of not binding the company to enter into the register of debenture holders any trust or (subject to an Order of a court of competent jurisdiction) recognise any trust or equity affecting the title to the debenture; and

• (b) the terms of issue must contain a provision excluding any equities as between the company and subscribers to the issue.

Disapplication of requirement to attach certificate

91

• (1) Section 402 of the 1985 Act shall not apply with respect to a unit of an uncertificated debenture; however a company shall supply to any debenture holder, without charge, a copy of a certificate of registration to which that section refers upon application being made to it.

• (2) Section 191(4) of the 1985 Act applies with respect to a failure to supply a copy of a certificate of registration under this regulation as it applies to a refusal to provide a copy of trust deed for securing an issue of debentures under section 191(3).

Requirements to endorse certificates Disapplication of requirements to endorse certificate

92

• (1) This regulation applies to any requirement under any enactment or instrument to endorse any statement or information on a certificate evidencing title to a unit of a security.

• (2) Such a requirement shall not be construed as prohibiting the conversion of the security into, or the issue of the security in, uncertificated form under these Regulations.

• (3) In relation to an uncertificated security such a requirement shall be construed as a requirement on a controller to include the statement or information in, or in a document appended to, any statement issued by the controller under regulation 65 or (in the case of a commercial controller) which he or it is required to issue under the terms of any agreement.

A commercial controller may agree with an account holder that the statement or information is not to be given,.or is to be given in a different manner.

• (4) It is the duty of a company, upon request, to provide to a controller such information as may be necessary to enable the controller to comply with the requirements of this regulation.

CHAPTER II — INTERESTS IN UNITS OF A SECURITY

Interests in units of a security

93

• (1) This regulation shall apply so as to enable the transfer of an interest in a security or securities, and the recording of the holders of such an interest, where such an interest has been created or issued under the terms of any arrangement, provided that, under the terms of the arrangement, the holders of the interests created or issued thereunder are required to be entered in a register. In this regulation:

• (a) “security” includes a security issued by a company wherever incorporated; and

• (b) “interest in a security” includes any legal or equitable interest in a security, including an absolute or contingent right to acquire securities created, allotted or issued or to be created, allotted or issued under the terms of an arrangement and the beneficial interest of a person for whom securities are held on trust by a custodian or depository.

• (2) Such an interest in a security under such an arrangement shall, once admitted into the system, be transferable in accordance with the procedures set out in these Regulations as if it itself were a unit of an uncertificated security, with any necessary modifications, but subject to any provision that may be made in the terms of issue of the interest or of the arrangement.

In particular (subject to any provision to the contrary in the terms of issue of the interest or of the arrangement) they shall apply as if references to:

• (a) the “appropriate register” were to the register of holders of the interests under the terms of the arrangement;

• (b) the “company” were to the person who, under the terms of the arrangement, is required to maintain the register of .holders of the interests;

• (c) a “security” were to the totality of the interests issued or created under the arrangement;

• (d) the directors of the company were to the person referred to in (b) or (if applicable) those officers or employees of that person who are responsible for the effecting of entries on the register of holders of the interest;

• (e) the “title” to a unit of a security were to the right conferred by registration as the holder of the interest;

• (f) a “unit of a security” were to a single example of the interest (for example the conditional right to have a single share allotted to a person where the arrangement is a rights issue); and

• (g) voting rights or other rights attached to a unit were references to any right constituted by the interest or arising under the terms of the arrangement or given to holders of the interest by any other agreement or instrument.

• (3) This regulation shall not be construed as applying to an interest or arrangement within its terms any provision of these Regulations which is expressed to be applicable to a particular kind of security only (for example which is expressed to be applicable only in respect of shares).

PART XII — ADMISSION AND SUPERVISION OF PARTICIPANTS

Admission by the Operator

94

• (1) Subject to the provisions of this regulation, the Operator may admit persons as participants in the system.

• (2) The Operator shall not admit any person as a participant in the system unless satisfied, to the extent specified in this Part, that (where relevant) the person concerned:

• (a) has or will have before acting as such the financial, physical and human resources to enable him or it adequately to perform the functions under these Regulations relevant to his or its proposed activities, and to meet any obligations which he or it may reasonably be expected to incur;

• (b) can be expected adequately to perform those functions; and

• (c) meets and, where relevant, can be expected to continue to meet, such other requirements as may be specified in rules made under regulation 112,

and is otherwise a fit and proper person to be admitted to perform those functions.

• (3) In the case of a person seeking admission to perform the functions of a company controller the Operator need not concern itself as to any matter referred to in paragraph (2) save to the extent that it is relevant to the technical competence of the person concerned to perform his or its functions in the system.

• (4) For the purposes of deciding whether to admit any person to participation in the system, the.Operator may regard itself as satisfied as to any matter if:

• (a) the Operator is informed by a relevant regulatory authority, as mentioned in paragraph (5), that it is satisfied with respect to the matter in question; and

• (b) the Operator is satisfied as to the nature and scope of the regulation or super-vision exercised by that authority with respect to that matter.

• (5) A relevant regulatory authority for the purposes of paragraph (4) is any authority, whether in the United Kingdom or elsewhere, and whether public or private, which exercises regulatory or supervisory functions.

• (6) Section 187(4) of the 1986 Act shall apply to relevant regulatory authorities in expressing their satisfaction in accordance with this regulation as it does to the functions mentioned in that section.

• (7) Subject to paragraph (8), in determining whether a person has the financial resources to enable him or it to meet any obligation which he or it may reasonably be expected to incur for the purposes of paragraph (2), the Operator may take into account a guarantee, bond, insurance, or similar arrangement provided or made directly or indirectly by any other person.

• (8) In deciding whether to take into account any such guarantee, bond, insurance or other arrangement as is mentioned in paragraph (7) the Operator shall have regard to the extent to which the arrangement may subsequently be avoided and the likelihood of continuing cover being available in respect of obligations which do not emerge until a later date.

Admission procedure

95

• (1) An application to be admitted under this Part shall be made in accordance with paragraph (2) and the applicant shall furnish all such information as the Operator may require by virtue of that paragraph.

• (2) Subsections (2) and (5) of section 26 of the 1986 Act shall apply for the purposes of applications under this Part as they apply for applications under that Act with the substitution, if .relevant functions are delegated to the Operator, of references to the Operator for references to the Secretary of State, of references to the functions under or by virtue of these Regulations which the applicant proposes to perform for references to investment business, and of references to a person in each jurisdiction (other than a jurisdiction in which he or it has an established place of business upon which process may be served) on which process may be served for references to a place in the United Kingdom for the service of any notice or other document required or authorised to be served under the 1986 Act.

Refusal of admission, termination of participation and power, to impose restrictions

96

• (1) If it appears to the Operator that any participant is failing, or may be about to fail:

• (a) to meet the requirements of regulation 94(2); or

• (b) to comply with any duties to which he is subject under these Regulations,

or that the protection of investors so requires, the Operator may terminate that person’s participation.

• (2) If at any time it appears to the Operator that a participant may be unable to perform his or its functions under these Regulations or that circumstances may arise or have arisen which would justify termination of that person’s participation under paragraph (1), the Operator may by notice impose such restrictions as appear to it to be appropriate (including restrictions upon its own functions) to avoid that eventuality, including, without prejudice to the generality of the foregoing, a restriction that no action may be taken by that person in pursuance of such functions without the consent of the Operator.

• (3) Restrictions may, by notice given in writing or in any other manner, be imposed under the preceding paragraph with immediate effect and without any reasons being given at the time they are imposed; but a restriction which is not imposed by written notice shall, unless confirmed in writing, cease to have effect at the end of the working day next following the day on which it was imposed and, if no reasons are given at the time a restriction is imposed, reasons shall be given in writing not more than 2 working days after the imposition of the restrictions.

The Operator may in the exercise of its discretion publicise the making of a restriction.

• (4) It shall be the duty of the person on whom restrictions are imposed to comply with the restrictions.

• (5) Section 29 of the 1986 Act shall apply to a refusal to admit, and to termination, as it does to a proposed refusal or withdrawal under that section with the substitution, if relevant functions are delegated to the Operator, of references to the Operator for references to the Secretary of State and (subject to paragraph (3)) sections 69 and 70(2) to (6) of the 1986 Act shall likewise apply to the giving of a notice imposing restrictions under paragraph (2) as they do in relation to prohibitions or requirements under Chapter VI of Part I of that Act.

• (6) For the purposes of paragraph (5) the transfer of entitlements from a commercial controller under regulation 14 other than at the request of that controller shall be treated as the imposition of restrictions.

• (7) Chapter IX of Part I of the 1986 Act (The Tribunal) shall apply accordingly for the purposes of paragraph (5) with any necessary modifications.

Provision of information

97

• (1) Each of the following, namely

• (a) any participant;

• (b) any person who appears to the Operator to be or to have been in a position to influence or control the activities of a participant, or a person providing to a participant services relevant to participation;

• (c) any person when acting as an insolvency practitioner in relation to any person falling within sub-paragraph (a) or (b); and

• (d) any person who has provided or made any such guarantee, bond, insurance or similar arrangement as is mentioned in regulation 94(7),

shall furnish the Operator with such information as it may reasonably require, at such times and on such occasions as it may specify, to enable it to be satisfied that a participant has met and continues to meet the requirements for participation.

• (2) Any participant shall furnish the Operator with such information as it may reasonably require, at such times and on such occasions as it may specify, for the purpose of performing its functions under these Regulations.

• (3) Any information to be furnished to the Operator under this regulation shall, if the Operator so requires, be in such form or verified in such manner as the Operator may specify.

• (4) For the purposes of this regulation, “participant” shall include not only a participant as defined in regulation 2, but also a past participant and the agent, or apparent agent (whether present or past) of a participant.

Auditors

98

Sections 107, 108, 109(1) and 110 of the 1986 Act shall apply to participants as they apply to authorised persons under that Act, with the substitution, if relevant functions are delegated to the Operator, of references to the Operator for references to the Secretary of State.

PART XIII — INVESTIGATIONS AND COMPLAINTS

Complaints Commissioner

99

• (1) Not later than the time when the Secretary of State gives his consent under regulation 5 and from time to time thereafter as occasion requires (and after consulting the Operator) the Secretary of State shall appoint on such terms as to remuneration and other matters as he thinks fit a person to be known as the Complaints Commissioner and such Assistant Commissioners and other staff to assist the Complaints Commissioner as he thinks necessary for the purpose of investigating complaints under these Regulations.

• (2) The Complaints Commissioner, any Assistant Commissioner or any member of his staff may at any time

• (a) be removed from office by notice in writing by the Secretary of State; or

• (b) resign his office by giving such notice to the Secretary of State.

• (3) The remuneration of the Complaints Commissioner, any Assistant Commissioner and his staff, and any pension, compensation for loss of office, allowance or gratuity to which he or they may be entitled, or provision for any such benefits, shah be paid by the Operator.

• (4) Where the Complaints Commissioner incurs any expense in the performance of his functions, including expenses in the employment of legal, accountancy or other professional services, he shall be entitled to be reimbursed for the costs thereof by the Operator.

Without prejudice to the generality of the foregoing, the Complaints Commissioner may incur reasonable expense in publicising his responsibilities.

• (5) The Operator shall provide the Complaints Commissioner with accommodation and other facilities for the performance of his functions.

• (6) If any question arises between the Complaints Commissioner and the Operator as to any expenses incurred or proposed to be incurred under this regulation or as to the suitability or sufficiency of the accommodation or other facilities provided or to be provided under this regulation, it shall be referred to and determined by the Secretary of State.

• (7) The Secretary of State may delegate either wholly or in part, and subject to such conditions as he thinks fit, to the Complaints Commissioner his functions of appointing staff (other than an Assistant Commissioner), of determining their remuneration and other matters under paragraph (1) and his functions in relation to such staff under paragraph (2).

Functions of the Complaints Commissioner

100

• (1) Subject to the following provisions of this regulation, the Complaints Commissioner shall investigate any complaint made to him in writing by or on behalf of, or the successor in title to, any investor claiming to have suffered in that capacity loss to which paragraph (2) applies in consequence of a failure on the part of any person to perform his functions under these Regulations (other than any functions within regulation 116(2)).

• (2) This paragraph applies to loss which in the opinion of the Complaints Commissioner would on the balance of probabilities be the subject of a successful claim before a civil court, being loss which consists of lost units, new units or lost benefits, or which flows from such loss.

• (3) A complaint under paragraph (1) need not identify the person alleged to have caused the loss but must contain sufficient particulars for the Complaints Commissioner to form a view as to whether there is sufficient likelihood that any loss was in consequence of such a failure as is mentioned in paragraph (1) to warrant investigation under this Part.

• (4) Before considering a complaint, the Complaints Commissioner may in his discretion require that the person making the complaint refer it to the person who is the subject of it, and that the latter have a specified period in which to respond to the complainant.

• (5) The Complaints Commissioner may suspend or terminate his investigation without making a report if litigation is commenced, or is in prospect, whether in the United Kingdom or elsewhere, which, in his opinion, relates to the same or substantially the same matters as he is investigating, and if he does so he shall inform the Secretary of State, the Operator, the complainant and any person against whom allegations have been made, giving his reasons.

• (6) The Complaints Commissioner may decline to carry out an investigation or may limit or terminate an investigation he is carrying out, if it appears to him that the complaint, wholly or in part:

• (a) raises issues of fact or law which should more properly be dealt with by a court;

• (b) imputes criminal conduct which he considers it would be inappropriate for him to investigate; or

• (c) is not appropriate for him to investigate bearing in mind the amount of the apparent loss and the resources of the complainant.

If he does so decline, limit or terminate an investigation the Complaints Commissioner shall inform the Secretary of State, the Operator, the complainant, and any other person against whom allegations have been made, giving his reasons. The Complaints Commissioner may exercise his discretion under this paragraph in relation to part only of a complaint.

• (7) The Complaints Commissioner may co-ordinate the conduct of his investigation with that of any other relevant regulatory enquiry.

• (8) Subject only to regulation 113(1), it shall be the duty of the Operator, any participant within the meaning of regulation 97(4), and any company whose securities are involved (including the agents of such persons and any person acting as an insolvency practitioner in relation to any of them) to co-operate with the Complaints Commissioner and to provide him with such information, access to records and other assistance as he may reasonably require.

• (9) The Complaints Commissioner shall afford any person against whom allegations are made in the complaint, and any other person whom he is disposed to conclude may have been at fault, an opportunity to comment on the allegations or, as the case may be, the conclusion he is disposed to reach.

• (10) The Complaints Commissioner shall carry out his investigation as expeditiously as possible and on completion of his investigation shall make a report which he shall send to the complainant, any person whose conduct is referred to adversely in the report, any person against whom any allegations have been made, the Operator and the Secretary of State.

• (11) The report produced under paragraph (10) shall state whether, in the opinion of the Complaints Commissioner, the complainant (or any person on whose behalf the complaint was made) has suffered loss within paragraphs (1) and (2) in consequence of such a failure as is mentioned in paragraph (1), and, if so, to such extent as he is able to do so, state what in his opinion was the nature and amount of the loss and the identity of any person whose act or omission caused or contributed to the loss and may also, having regard to any election made under regulation 104, include a recommendation as to what in his view would be the appropriate remedy (if any).

• (12) In forming an opinion on the identity of persons responsible for loss, in accordance with paragraph (11), the Complaints Commissioner may regard as relevant any failure to co-operate in accordance with paragraph (8).

• (13) If the Complaints Commissioner is unavailable, and at other times with the approval of the Secretary of State, the function of making a report may be performed by an Assistant Commissioner, and any other function may be performed by an Assistant Commissioner, or with the authority of the Complaints Commissioner or an Assistant Commissioner by any member of the Complaints Commissioner’s staff.

Reports on complaints to be evidence

101

Section 101(5) of the 1986 Act shall apply to a report by the Complaints Commissioner under regulation 100 as it applies to a report mentioned in that section.

Periodic reports

102

• (1) The Complaints Commissioner shall prepare a report on his activities not less often than once a year and submit it to the Secretary of State and the Operator and shall publish it.

• (2) In a report under this regulation, the Complaints Commissioner may express views as to any matter relevant to the system which appears to him appropriate in the light of his activities.

Reference to the tribunal

103

• (1) Any person aggrieved by any finding of the Complaints Commissioner may, within 28 days of receiving a copy of the report require the Operator to refer the matter to the tribunal established under Chapter IX of Part I of the 1986 Act.

The body responsible for administering the scheme to be established under regulation 103 may, if it is not satisfied with a report of the Complaints Commissioner on a matter in respect of which a claim for compensation has been made, also require the Operator to refer the matter to the tribunal.

• (2) Where a case is referred to the tribunal, the tribunal shall investigate the case and determine whether any person has suffered loss such as is mentioned in regulation 100(1) and (2), and, if so, the amount recoverable under paragraph (5) and (so far as possible) the person or persons who caused or contributed to the loss.

• (3) The tribunal shall not determine an amount recoverable under paragraph (5) which exceeds an amount equal, in the case of a person who has made an election under regulation 104, to the value of any lost units, lost benefits and new units lost before the date of the election, together with interest thereon from that date and, in any other case, to the value, at the date of the tribunal’s determination, of all relevant lost units, lost benefits and new units.

• (4) The determination of the tribunal shall be contained in a report made to the Secretary of State in accordance with Chapter IX of Part I of the 1986 Act and the tribunal shall send a copy of the report to any person who it has found to have suffered loss or to have been responsible for the loss as well as to the person (if different) at whose request the case was referred to it.

• (5) Where the tribunal determines that the Operator or any participant in the system was responsible for any loss, the amount determined by the tribunal shall be recoverable as a debt due from that person by the person who has suffered the loss.

• (6) Schedule 6 to the 1986 Act shall apply to the tribunal and its proceedings under this regulation as it applies for the purposes of that Act.

Elections with respect to compensation and amounts recoverable

104

• (1) Any person making a complaint may make an election that any compensation payable to him and any amount recoverable by him in respect of lost units, lost benefits or new units with respect to which he has made an election should be by reference to the value, at the date of the election, of:

• (a) the relevant lost units being units lost before the date of the election and the relevant lost benefits being benefits which should have been received before that date; and

• (b) the relevant new units, after taking account of any consideration that the claimant would have had to give for the new units, being units to which the claimant was or would have been entitled before the date of the election,

together with interest thereon as from the date of the election.

• (2) An election may be made at any time before the payment of compensation; but an election made after a.determination by the tribunal under regulation 103 shall not have effect except for the purpose of calculating the amount of compensation which may be paid under the scheme established under regulation 105 and determining the extent of any right of recovery which the body administering the scheme has in respect of such a payment.

• (3) An election shall be made in writing to the Complaints Commissioner and once made shall be irrevocable.

PART XIV — COMPENSATION

The compensation scheme

105

• (1) The Operator shall make provision for a scheme for compensating investors falling within regulation 100(1) who have suffered loss (other than loss arising as a result of a failure to perform functions as a company, company’s agent or company controller) such as is mentioned in regulation 100(1) where:

• (a) the Complaints Commissioner has recommended a payment or transfer of units of a security to any person and 20 working days have elapsed since the sending of the report under regulation 100 without the recommendation being acted on in full or the matter referred to the tribunal; or

• (b) the tribunal has determined an amount recoverable and 20 working days have elapsed since the determination without the determination being acted on in full or proceedings being started in respect of the payment; or

• (c) a court of competent jurisdiction has awarded an amount and 20 working days have elapsed since the order of the court without the award being paid in full

and in any other case provided for in the rules of the scheme.

• (2) Subject to the following paragraphs the amount of compensation payable shall be such amount as is equal to the value, at the date when compensation is paid (or such date not more than 5 working days before that date as may be fixed to allow for the efficient administration of the scheme) of the lost units and any lost benefits which are the subject of the claim together with the value, at the relevant date and after taking into account any consideration that the claimant would have had to give, of any new units which are the subject of the claim and also taking into account any amount received in respect of the loss.

• (3) Where an election has been made under regulation 104, the amount of compensation payable shall, subject to paragraph (4) below, be calculated on the basis described in that regulation taking account of any amount received in respect of the loss from any person who caused it.

• (4) Notwithstanding the provisions of paragraphs (2) and (3) above, the amount payable or the value on the relevant date of the securities to be transferred pursuant to a recommendation, determination or award made as mentioned in paragraph (1) above shall, if less than the amount otherwise payable under paragraph (2) or (3) above, be the amount or value of the compensation to be paid.

• (5) The scheme may make provision for claims to be satisfied, where no election has been made under regulation 104, either wholly by a monetary payment or by the transfer to the person concerned of equivalent units of a security to the lost units, together with a monetary payment in respect of any lost benefits and references in this regulation to the payment of compensation shall be construed accordingly.

• (6) Subsections (1), (2) and (6) of section 54 of the 1986 Act shall apply to the Operator for and in connection with the carrying out of its functions under this regulation:

• (a) with the substitution for references to the Secretary of State of references to the Operator;

• (b) with the substitution for references to authorised persons of references to participants;

• (c) with the substitution for the words following “investors” in subsection (1) of a reference to investors falling within regulation 100(1); and

• (d) with the insertion after the words “payable and” in subsection (2)(d) of the following words: “any class of investor for whom or any”.

• (7) The Operator may not make rules imposing a limit on the compensation payable to any person eligible for compensation which is less than £250,000 in respect of a claim or claims arising from the failure of any one participant to perform functions and duties under these Regulations.

• (8) The Secretary of State may from time to time direct that a higher figure should be substituted for the figure in paragraph (7) provided that the first amount by which the figure may be increased shall not be greater than is necessary to reflect any change in the value of money since the date on which these Regulations were made and that each subsequent increase shall not be greater than is necessary to reflect any change in the value of money since the last such increase.

• (9) Provision shall be made in the scheme for compensation to abate if, and to the extent, that it is necessary for abatement to take place in order to ensure that the total amount of compensation paid in respect of claims made in any period of twelve months commencing on the date on which the Secretary of State gives his consent under regulation 5 or any anniversary thereof does not exceed £100 million.

PART XV — MISCELLANEOUS AND GENERAL PROVISIONS

Fees

106

• (1) Subject to the provisions of this regulation a person may require, for the performance of any functions of that person under these Regulations, the payment of a fee from the person for whom, or in respect of whom, the functions are performed.

In particular (without prejudice to the generality of the foregoing):

• (a) the Secretary of State may charge a fee to the Operator in respect of his approval for the commencement of operation of the system under regulation 5 or the performance of his supervisory functions under these Regulations;

• (b) the Operator may charge a fee:

• (i) to a company in respect of the admission of a security of the company into the system and the operation of the Operator’s part thereof with respect to the security;

• (ii) to an applicant for participation in the system; and

• (iii) to a participant in connection with his or its continued participation and supervision;

• (c) a commercial controller may charge a fee where he or it provides his or its functions other than by an agreement for the purposes of regulation 13(1) (paragraph (6)(b) being applicable to such functions performed by such agreement).

• (2) A company or company controller may not charge any fee under paragraph (1) (the appointment of a company controller by a company being an appointment to which paragraph (6)(b) applies), save (in the case of a company controller) in respect of the administrative costs of dealing with an instruction received under regulation 10(6) or 34.

• (3) The fees chargeable by a person under this regulation shall not exceed an amount which appears to him or it to represent a reasonable estimate of the costs incurred by him or it in performing his or its functions under these Regulations.

• (4) For the purposes of determining the costs incurred by a person in performing a function for the purposes of paragraph (3), such costs shall include (in addition to any other matter to be taken into account in determining the costs concerned) the proportion of the following matters fairly attributable to the performance of the function:

• (a) expenditure on staff, equipment, premises, facilities, research and development connected (directly or indirectly) with the performance of that function;

• (b) provisions for bad debts or contingent liabilities;

• (c) the allocation, over a period of years, of any initial expenditure incurred wholly and exclusively in order to perform the function;

• (d) any notional interest incurred on any capital initially expended on, or otherwise expended in connection with, the performance of the function or duty, as well as actual interest payable on any sums borrowed which have been so expended; and

• (e) any other matter which, in accordance with generally accepted accounting practice, may be properly taken account of in ascertaining the costs properly attributable to the performance of the function.

For the purpose of sub-paragraph (d):

• (i) “notional interest” means any interest that that person would reasonably have been expected to be liable to pay had the sums expended been borrowed at arms length; and

• (ii) “actual interest” payable means the actual interest paid on such sums borrowed, provided that, where any sums concerned have not been borrowed in a transaction at arms length, no account shall be taken of any interest payable which would not have been payable had the transaction been at arms length.

• (5) Any fee received by the Secretary of State under this regulation shall be paid into the consolidated fund.

• (6) Nothing in this regulation:

• (a) shall preclude a person from charging such sums as the person sees fit for any services provided by him or it otherwise than in pursuance of an obligation imposed. on him or it by these Regulations;

• (b) (without prejudice to (a)) shall preclude a person (other than the Operator) who has voluntarily consented to being appointed or authorised by another person to perform any function under these Regulations (whether on behalf of that other person or on behalf of others) from charging that other person any sums that other person has contracted to pay as consideration for that consent or its continuance; or

• (c) shall preclude a company charging any fee which it may charge by virtue of any enactment in connection with the inspection or provision of copies of a register applied by these Regulations.

Financial provision by a company to company controllers

107

It shall be lawful (if it would not otherwise be) for a company or a subsidiary company of it to pay a company controller appointed by it the amount chargeable by the controller as consideration for consenting to the appointment or the continuance of that consent.

Competition scrutiny

108

• (1) It shall be the duty of the Director General of Fair Trading to keep under review:

• (a) the performance by the Operator of its functions under these Regulations and any fees payable for the performance of any such functions; and

• (b) the system,

and if he is of the opinion that the performance by the Operator of its functions, any fee charged or the system, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, he shall report his opinion to the Secretary of State, stating what in his opinion that effect is or is likely to be.

• (2) For the purpose of investigating any matter with a view to its consideration under paragraph (1) the Director General of Fair Trading may by a notice in writing require the Operator, and any person who appears to be in a position to influence or control the activities of the Operator, to furnish to him such information as he may require, in such form, and at such times and on such occasions, as he may specify.

• (3) Without prejudice to paragraph (2), it is the duty of the Operator to notify the Secretary of State and the Director General of Fair Trading in writing as soon as practicable after the commencement of operation of the system of the fees to be charged by it for the performance of its functions under these Regulations and thereafter to notify the Secretary of State and the Director General of any change in any fee as soon as practicable after the revised fee becomes effective.

• (4) The Director General of Fair Trading may, if he thinks fit, publish any report made by him under this regulation but shall exclude from a published report, so far as practicable, any matter which relates to the affairs of a particular person (other than the Operator) the publication of which would or might in his opinion seriously and prejudicially affect the interests of that person.

Competition directions

109

• (1) If it appears to the Secretary of State, after receiving and considering a report under regulation 108, that any such matters as are mentioned regulation 110(1) have or are intended or likely to have to any significant extent the effect of restricting, distorting or preventing competition, and that that effect is greater than is reasonably justifiable having regard to the purposes of these Regulations, he may direct the Operator to take such steps as he may specify for securing that those matters do not have that effect.

• (2) It shall be the duty of the Operator to comply with any direction given under this regulation.

• (3) It shall be unlawful for the Operator to charge any fee under regulation 106 which is in excess of any figure specified in any direction applicable to it that may be issued under this regulation.

Investigations

110

Sections 105 and 106 of the 1986 Act shall apply with appropriate modifications in relation to participants as it applies in relation to persons carrying on investment business.

Indemnity rules

111

Section 53 (other than subsection (2)) of the 1986 Act shall apply with the substitution of a reference to a participant in connection with the performance of his functions under these Regulations for the reference to an authorised person in connection with his investment business.

Power to make rules

112

• (1) The Secretary of State may make rules for the regulation of:

• (a) the procedures for recording and transferring title to securities set out in these Regulations; and

• (b) the persons responsible for or involved in their operation.

• (2) In particular the Secretary of State may make rules with respect to the following matters:

• (a) as to the steps to be taken by a company and participants upon, or prior to, the conversion of a certificated security into, or issue of units of a security in, uncertiticated form or the conversion of an uncertificated security into certificated form;

• (b) as to the form and manner in which any instruction (including a proper instruction to register), notification, election, consent, confirmation or other message (together referred to in this paragraph as an “instruction”) is to be given or treated as given for the purposes of any provision of these Regulations and the manner (if any) in which an instruction is to be authenticated;

• (c) as to the form and manner, or circumstances, in which any instruction may be cancelled, amended or withdrawn or treated as cancelled, amended or with-drawn;

• (d) as to the content of an instruction and whether any and if so what other messages to, or existing information already known or likely to be known to, the recipient are to be treated as relevant to or associated with an instruction so as to form part of the instruction in order that any information required to be conveyed by the instruction or otherwise requisite for the operation of the procedures under these Regulations may be conveyed;

• (e) as to the form and manner in which any communication contemplated by these Regulations is to be made if it is to be regarded as a valid communication;

• (f) as to the circumstances in which an instruction may be given to a company controller on conditions or on terms that an act is not to be done rather than done or as to the circumstances in which a company controller is to refuse to act on an instruction from an approved person;

• (g) (where an instruction may be communicated by a person acting on behalf of another) as to the persons who may communicate a given instruction by means of a valid communication;

• (h) where an act is required by these Regulations to be done on a day or by reference to a day, as to the time on that day or by reference to which on that day the act is to be done;

• (i) as to the periods of time within which any of the procedures or duties set out in these Regulations must be completed or complied with;

• (j) as to the information or records to be kept by the persons responsible for or involved in the operation of the procedures set out in these Regulations and the period of their retention;

• (k) governing the keeping of a record of entitlements or account holders, including the procedures to be followed to reconcile the records one with another and the occasions on which the reconciliation is to take place;

• (1) governing the form and manner in which statements of account must be issued by company controllers;

• (m) as to any circumstances in which any participant should act through the agency of the Operator in connection with the procedures rather than act directly;

• (n) governing the performance of the functions of a controller by the Operator under regulation 62;

• (o) as to any procedures to be followed or requirements complied with by the Operator, a company or participant where a unit of an uncertificated security is cancelled, redeemed, sub-divided or consolidated;

• (p) as to supplementary procedures or requirements in relation to an offer for all or any units of an uncertiticated security, including in relation to the transfer of uncertificated shares to an offeror where an offeror is entitled and bound to acquire such shares under section 430(2) or section 430B(2) of the 1985 Act; and

• (q) as to any supplementary procedures or requirements relating to the admission or continued participation of any person as a participant in the system or the resignation, restriction, suspension or withdrawal of such participation.

• (3) No person shall be taken to have contravened a rule if he shows that at the time of the alleged contravention the rule had not been published as required by (in the case of rules made by the Secretary of State) paragraph (6) or (where power to make rules under this regulation is delegated to the Operator) paragraph 8 of Schedule 9 to the 1986 Act as applied by regulation 3(8).

• (4) Where power to make rules under this regulation is delegated to the Operator, no rules made by it shall come into effect unless approved by the Secretary of State.

Without prejudice to any other ground on which the Secretary of State may withhold his approval, the Secretary of State shall not give his approval unless he is satisfied that the Operator has complied with the requirements of paragraph 12 of Schedule 9 to the 1986 Act as applied by regulation 3(8) (consultation).

• (5) The following provisions of this regulation have effect where rules are made under this regulation by the Secretary of State[^f00015].

• (6) The rules shall be made by an instrument in writing and may make different pro-vision for different cases. Immediately after an instrument is made it shall be printed and made available to the public with or without payment.

• (7) The production of a printed copy of an instrument purporting to be made under this regulation on which is endorsed a certificate signed by the Secretary of State and stating:

• (a) that the instrument was made by the Secretary of State;

• (b) that the copy is a true copy of the instrument; and

• (c) that on a specified date the instrument was made available to the public as required by paragraph (3) above,

shall be prima facie evidence or, in Scotland, sufficient evidence of the facts stated in the certificate.

Any certificate purporting to be signed as mentioned in this paragraph shall be deemed to have been duly signed unless the contrary is shown.

Information required to he given by these Regulations

113

• (1) A person shall not be required under any provision of these Regulations to produce any document or disclose any information which he would be entitled to refuse to produce or disclose on grounds of legal professional privilege in the High Court or on grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.

• (2) Subject to paragraph (4) section 179 and 180 of the 1986 Act shall apply as if: