Migration of Participating Securities Act 2019
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Further requirements to be complied with for consent by issuer to migration | ||
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6. (1) The circular next mentioned shall accompany the notice given to the members of the participating issuer of the meeting (the “relevant meeting”) at which it is proposed to pass the special resolution referred to in section 4 (1), namely, a circular containing at least the following particulars, in addition to any particulars that may be required under the rules of the trading venue on which the relevant participating securities in the participating issuer are listed or admitted to trading: | ||
(a) an explanation of the proposed migration and— | ||
(i) of how it will affect the rights of members of the participating issuer, and | ||
(ii) that the consent that is enabled to be given by the participating issuer, in relation to relevant participating securities under this Act, is a consent to the migration of those securities to take effect on the live date appointed under section 12 (5); | ||
(b) an explanation of— | ||
(i) the options for a member of the participating issuer who does not wish his or her shares to be the subject of the proposed migration and the steps the member must follow in order that those securities are not so subject, including, where appropriate, the member’s right to request that those shares be converted to certificated form in accordance with the Regulations of 1996, and | ||
(ii) the options for a member of the participating issuer whose shares are in certificated form to convert those shares to uncertificated form in order that the shares shall be included amongst the securities that shall be the subject of the migration; | ||
(c) a summary of the relevant law of the Member State in which the nominated central securities depository is authorised; | ||
(d) a list of the documentation relating to the proposed migration and where it can be inspected (or, if it is in electronic form, accessed); | ||
(e) a recommendation from the directors of the participating issuer on the merits of the proposed migration for the members of the issuer; | ||
(f) a timetable relating to the proposed migration and important dates for the members leading up to the live date; | ||
(g) any further information which the directors of the participating issuer believe is necessary in order to allow members to fully understand and consider the proposed migration. | ||
(2) In subsection (1)(f) the reference to the live date is a reference to the date that the participating issuer reasonably anticipates will be the date that is appointed under section 12 (5) to be the live date for the purposes of this Act in relation to the participating issuer. | ||
(3) In addition to what is specified in subsection (1), subsection (4) sets out a further condition that must be satisfied in order for the participating issuer to consent to the migration referred to in section 4 (1). | ||
(4) The participating issuer shall publish, no earlier than 7 days before, and no later than, the date on which the notice of the relevant meeting is given to members of the issuer, a notice stating— | ||
(a) its intention to consent to the migration, and | ||
(b) that the information contained in the circular referred to in subsection (1) is available on a website maintained by the issuer, | ||
and such notice shall be published in a daily national newspaper circulating in the district in which the issuer has its registered office. |