• PART 2 PART 2 ISSUE OF UNCERTIFICATED SECURITIES AND CONVERSION OF SECURITIES INTO UNCERTIFICATED FORM

    • 2. Conditions to issue Uncertificated Securities and Convert Certificated Securities

      (1) In relation to any Security, if the governing law of the Securities or its Terms of Issue and the articles of association of the company are in any respect inconsistent with:
      (a) the issue of that Security in Uncertificated form;
      (b) the registration or transfer of title to that Security in Uncertificated form; or
      (c) these Rules,
      the company must not permit the issue, holding of, or transfer of title to, that Security in Uncertificated form.
      (2) Where Securities are issued in or converted into Uncertificated form, all Securities of the relevant class must be held in Uncertificated form. This Rule is without prejudice to the right of the company subsequently to convert Uncertificated Securities into Certificated form under Part 0 of these Rules.

    • 3. Issue of Uncertificated Securities

      (1) A company may permit the issue, registration and transfer of a Security issued by it in Uncertificated form in accordance with these Rules.
      (2) A company may resolve by resolution of its directors that Securities to be issued by it may be registered and transferred in Uncertificated form.
      (3) The company must notify the Registrar before it issues Securities in Uncertificated form. In accordance with the Registrar’s powers under Chapter 31 of the Companies Regulations and, in particular, Regulation 936(2)(b), notification shall be made in the manner and form specified by the Registrar.
      (4) For the avoidance of doubt, nothing in these Rules removes any liability that a company may have as a result of issuing in Uncertificated form any Securities in breach of any prohibition or restriction contained in the Terms of Issue or articles of association of that Company in respect of such Securities, preventing such issue or only permitting it to take place subject to compliance with specified conditions or requirements.
      (5) On receipt of a notification under Rule 3(3) the Registrar must make a note on the register of the relevant company that the relevant class of Securities shall be held in Uncertificated form.

    • 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 and 4.
      (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.