Migration of Participating Securities Act 2019

Migration of relevant participating securities

11. (1) Subsection (2) shall apply if each of the following—

(a) a statement referred to in subsection (1) of section 10 , and

(b) a copy of such a statement as is referred to in subsection (3) of that section,

has, in accordance with subsections (1) and (2) or, as the case may be, subsection (3) of that section, been furnished to the Registrar of Companies or the Listing Authority, as appropriate, by a participating issuer.

(2) Where this subsection applies, the migration of the relevant participating securities in the participating issuer shall, by virtue of this subsection, take effect on and from the live date.

(3) Without prejudice to the generality of section 3 (2)

(a) notwithstanding section 94(4) of the Act of 2014, section 2 (1) of the Stock Transfer Act 1963 or any other enactment, with respect to the migration referred to in subsection (2), a written instrument of transfer shall not be necessary to transfer title to—

(i) the relevant participating securities to the nominated central securities depository (or, as the case may be, to the body nominated, as referred to in section 3 (2)(a), by the nominated central securities depository with respect to its operations as a central securities depository) from any holder of the rights or interests in the securities referred to in section 3 (3)(b), or

(ii) any of the relevant participating securities from the settlement system operated by the nominated central securities depository (or, as the case may be, from the foregoing body nominated by that depository) to any holder of the rights or interests in the securities referred to in section 3 (3)(b),

(b) notwithstanding section 99(2) of the Act of 2014, the participating issuer is not required to issue share certificates to the nominated central securities depository (or, as the case may be, to the foregoing body nominated by that depository) on the migration taking effect under subsection (2) on the live date and title of the nominated central securities depository (or, as the case may be, of the foregoing body nominated by that depository) to the relevant participating securities shall be evidenced by the recording of the name and address of that depository or body, as appropriate, in the register of members of the participating issuer, and subsection (4) supplements this paragraph.

(4) Paragraph (b) of subsection (3) operates to disapply section 99(2) of the Act of 2014, with respect to the matters referred to in that paragraph, both on the live date concerned and at all times thereafter.

(5) To the extent that such an obligation would otherwise apply, any obligation to make a notification under section 18 of the Competition Act 2002 does not apply with respect to a migration of relevant participating securities in a participating issuer taking effect under subsection (2) but this subsection does not prejudice the application of the Competition Act 2002 to any act or omission, subsequent to the migration taking effect, that occurs in relation to the participating issuer.

(6) Rules made under section 8 (3)(a) of the Irish Takeover Panel Act 1997 do not apply with respect to a migration of relevant participating securities in a participating issuer taking effect under subsection (2) but this subsection does not prejudice the application of rules made under that section 8(3)(a) to any act or omission, subsequent to the migration taking effect, that occurs in relation to the participating issuer.