Migration of Participating Securities Act 2019

Interpretation

1. (1) In this Act—

“Act of 2014” means the Companies Act 2014 ;

“applicable CREST arrangements” means the rules, practices and procedures, as referred to in the Schedule to the Regulations of 1996, of Euroclear UK & Ireland Limited with respect to CREST;

“central securities depository” has the meaning given to it by the CSD Regulation;

“certificated form”, in relation to a share, shall be construed in accordance with section 2 (2);

“CREST” means the relevant system operated by Euroclear UK & Ireland Limited, being the person who, under Regulation 28 of the Regulations of 1996, has been granted recognition by the Minister for Business, Enterprise and Innovation to operate that system;

“CSD Regulation” means Regulation 909/2014 of the European Parliament and of the Council of 23 July 20141 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No. 236/2012;

“Listing Authority” means the Irish Stock Exchange plc;

“live date”, subject to section 6 (2), means the date appointed by the Listing Authority under subsection (5) of section 12 to be the live date for the purposes of this Act and subsection (7) of section 12 and section 13 supplement this definition;

“migration”, in relation to participating securities, shall be construed in accordance with section 3 ;

“Minister” means the Minister for Finance;

“nominated central securities depository” has the meaning given to it by section 3 (1);

“participating issuer” has the meaning given to it by the Regulations of 1996;

“participating security” has the meaning given to it by the Regulations of 1996;

“prescribed” means prescribed by regulations made by the Minister under section 14 ;

“Regulations of 1996” means the Companies Act 1990 (Uncertificated Securities) Regulations 1996 ( S.I. No. 68 of 1996 );

“relevant participating securities” shall be construed in accordance with section 4 (1);

“relevant system” has the meaning given to it by the Regulations of 1996;

“securities” means transferable securities as defined by Directive 2014/65/EU of the European Parliament and of the Council of 15 May 20142 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;

“share”, in relation to a participating issuer, includes stock in the share capital of the participating issuer;

“uncertificated form”, in relation to a share, shall be construed in accordance with section 2 (1).

(2) A reference in this Act to the Member State in which a central securities depository is authorised is a reference to the Member State, the competent authority of which has authorised the central securities depository under the CSD Regulation.

1 OJ No. L 257, 28.08.2014, p.1

2 OJ No. L 173, 12.6.2014, p.349