- actual interest
means the actual interest paid on sums borrowed in a transaction at arm’s length and, where a sum has been borrowed otherwise than in such a transaction, means whichever is the lesser of the interest actually paid and the interest that might reasonably have been expected to be paid had the transaction been at arm’s length.
- certificate
means any certificate, instrument or other document of, or evidencing, title to units of a security;
- certificated unit of a security
means a unit of a security which is not an uncertificated unit;
- company
means a company within the meaning of section 735(1) of the 1985 Act;
- delegation order
means an instrument in writing under regulation 11.
- dematerialised instruction
means an instruction sent or received by means of a relevant system;
- designated agency
has the meaning given by regulation 11(1);
- enactment
includes an enactment comprised in any subordinate legislation within the meaning of the Interpretation Act 1978;
- instruction
includes any instruction, election, acceptance or any other message of any kind;
- interest in a security
means any legal or equitable interest or right in relation to a security, including— (a) an absolute or contingent right to acquire a security created, allotted or issued or to be created, allotted or issued;
- issuer-instruction
means a properly authenticated dematerialised instruction attributable to a participating issuer;
- notional interest
means any interest which that person might reasonably have been expected to have been liable to pay had the sums expended been borrowed at arm’s length;
- offeror
has the meaning given by section 428(8) of the 1985 Act as construed in accordance with section 430D(5) of that Act. 23
- Operator
means a person approved by the Treasury under these Regulations as Operator of a relevant system;
- Operator-instruction
means a properly authenticated dematerialised instruction attributable to an Operator;
- Operator-system
means those facilities and procedures which are part of the relevant system, which are maintained and operated by or for an Operator, by which he generates Operator-instructions and receives dematerialised instructions from system-participants and by which persons change the form in which units of a participating security are held;
- participating issuer
means a person who has issued a security which is a participating security;
- participating security
means a security title to units of which is permitted by an Operator to be transferred by means of a relevant system;
- recognised investment exchange
has the same meaning as in the 1986 Act.
- register of members
means a register of members maintained by a company under section 352 of the 1985 Act;
- relevant nominee
means a subsidiary undertaking of an Operator designated by him as a relevant nominee in accordance with such rules and practices as are mentioned in paragraph 19(d) of Schedule 1 to these Regulations.
- relevant system
means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters.
- securities
means shares, stock, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme within the meaning of the 1986 Act, rights under a depositary receipt within the meaning of paragraph 4 of Schedule 2 to the Criminal Justice Act 1993, and other securities of any description, and interests in a security;
- share
means share (or stock) in the share capital of a company;
- sponsoring system-participant
means a system-participant who is permitted by an Operator to send properly authenticated dematerialised instructions attributable to another person and to receive properly authenticated dematerialised instructions on another person’s behalf;
- system-member instruction
means a properly authenticated dematerialised instruction attributable to a system-member;
- the 1985 Act
means the Companies Act 1985;
- the 1986 Act
means the Financial Services Act 1986;
- the 1986 Order
means the Companies (Northern Ireland) Order 1986;
- the transferee
means the person identified in the Operator-instruction as the transferee;
- the transferor
means the person identified in the Operator-instruction as the transferor.
- uncertificated unit of a security
means a unit of a security title to which is recorded on the relevant register of securities as being held in uncertificated form, and title to which, by virtue of these Regulations, may be transferred by means of a relevant system;
- unit of a security
means the smallest possible transferable unit of the security (for example a single share);