4. Procedure for Converting Existing Certificated Securities
(1) Where a company wishes to permit the registration and transfer of a class of its existing Certificated Securities in Uncertificated form, such Securities shall be converted from Certificated form into Uncertificated form in accordance with these Rules.
(2) To convert existing shares into Uncertificated form, a company must:
(a) approve the occurrence and date for such conversion, by way of an ordinary resolution of members holding the existing class of shares that are proposed to be so converted;
(b) comply with any other requirements of the Terms of Issue of those shares, and the articles of association of the company relating to the conversion of those shares into Uncertificated form.
(3) To convert any Securities that are not shares into Uncertificated form:
(a) a company must comply with any requirements of the Terms of Issue of those Securities, and the articles of association of the company relating to the conversion of those Securities into Uncertificated form;
(b) to the extent the Terms of Issue of such Securities are not governed by ADGM law, a company must make such changes to such Terms of Issue as may be required to ensure that the requirements of Rule 2
in relation to such Securities are satisfied; and
(c) to the extent the Terms of Issue of such Securities are governed by ADGM law and the Terms of Issue do not specify a process for converting the Securities into Uncertificated form, the conversion shall be characterised as an amendment to the Terms of Issue of those Securities and subject to the processes and consents applicable to amendments to such Terms of Issue.
(4) Conversion of Securities into Uncertificated form is effective on:
(a) in respect of shares, the date specified in the ordinary resolution; or
(b) in respect of all other Securities, as determined by the company,
provided that on such date the company remains in full compliance with all the requirements of Rules 2
(5) Within three working days of the Securities being converted into Uncertificated form, a company must notify:
(a) each holder of the Securities, in writing, of the conversion of the Securities into Uncertificated form, the applicable Operator and Relevant System and the date of such conversion;
(b) the Registrar.
(6) In accordance with the Registrar’s powers under Chapter 31
of the Companies Regulations and, in particular, Regulation 936
(2)(b), notification to the Registrar in accordance with Rule 4(5)(b) shall be made in the manner and form specified by the Registrar.
(7) On receipt of a notification under Rule 4(5)(b), the Registrar must make a note on the register of the relevant company of the conversion of the relevant class of Securities into Uncertificated form, and the date of such conversion.
(8) Nothing in these Rules prevents the conversion of Securities, which have previously been converted from Uncertificated form into Certificated form, back into Uncertificated form.