Migration of Participating Securities Act 2019
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Requirements to be complied with for consent by issuer to migration: special resolution | ||
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5. (1) The special resolution referred to in section 4 (1) is a special resolution that approves of the participating issuer giving its consent to the migration, in accordance with this Act, of the relevant participating securities in the participating issuer and which satisfies subsection (2). | ||
(2) The following applies as respects the terms of the foregoing special resolution, so far as they relate to the migration to which the resolution refers, namely, the migration shall be expressed to be a migration of the relevant participating securities to a central securities depository specified in the resolution, and there shall be stated in the resolution— | ||
(a) the name of the Member State in which that central securities depository is authorised, and | ||
(b) if, as referred to in section 3 (2)(a), the title to the relevant participating securities will become and be vested in a body nominated by that central securities depository, the fact that the title will become so vested and the name of the body concerned, | ||
and subsections (3) to (6) supplement this subsection. | ||
(3) For the purposes of subsection (2) where, as respects the fact of the central securities depository’s authorisation, the resolution states, without more, that the central securities depository is authorised in a particular Member State, such a statement shall suffice and it shall not be necessary to specify that the competent authority of that Member State has authorised the central securities depository under the CSD Regulation. | ||
(4) The name of a central securities depository shall not be specified in the special resolution referred to in this section unless the following conditions are satisfied prior to the giving of the notice to the members of the participating issuer of the meeting at which it is proposed to pass the special resolution. | ||
(5) The conditions referred to in subsection (4) are: | ||
(a) the participating issuer has, in writing, notified the central securities depository of the proposal that the relevant participating securities in the issuer are to be the subject of migration, in accordance with this Act, to that depository; | ||
(b) there has been received by the participating issuer the statement specified in subsection (6)(a) following consideration by that depository of Article 23 of the CSD Regulation as it relates to the proposed provision of the services of the settlement system concerned to that issuer; | ||
(c) there has been received by the participating issuer the statement specified in subsection (6)(b) following— | ||
(i) such inquiries as have been made of the issuer by that depository, and | ||
(ii) the provision of such information by or on behalf of the issuer, in writing, to that depository as the latter specifies, | ||
which satisfy that depository that the relevant participating securities in the issuer meet the criteria stipulated by that depository for what is commonly referred to as the entry of the participating securities into the settlement system operated by the depository. | ||
(6) The statement referred to in— | ||
(a) paragraph (b) of subsection (5) is a statement in writing of the central securities depository concerned to the effect that the provision of the services of the settlement system concerned to the issuer there mentioned will, on and from the date on which the migration takes effect, be in compliance with Article 23 of the CSD Regulation, and | ||
(b) paragraph (c) of subsection (5) is a statement in writing of the central securities depository concerned to the effect thattheparticipating issuer’s relevant participating securities meet the criteria referred to in that paragraph (c). |