(1) Subject to subregulations (2) – (9), on completion of a transfer of units of a security in accordance with this regulation a share registry shall record on the relevant register of securities the transfer of title to those units of that security.
(2) A transfer of units of a security may be effected by—
(a) a private transfer; or
(b) through an intermediary by way of a trade on a licensed securities exchange.
(3) A private transfer shall be effected by the transferor and the transferee completing and signing an approved form in accordance with regulation 18 and, if stamp duty is chargeable on the transfer, paying such stamp duty which shall be duly recorded on the approved form by the Inland Revenue Department.
(4) Subject to subregulations (9) – (12), if a transfer referred to in subregulation (3) is presented to a share registry, the share registry shall enter the transferee on the relevant register of securities as the holder of the security.
(5) The holder of a security may contract with an intermediary for sale of units of the security on a securities exchange.
(6) Subject to subregulations (9) – (12) where a contract is made under subregulation (5), the intermediary shall by de-materialised instructions notify the share registry of the following details of the contract—
(a) the identification number of the holder of the security;
(b) the registry account number of the holder of the security;
(c) the number of units to be sold; and,
the share registry shall enter on the relevant register the intermediary as holder of the security or the units to be sold.
(7) Subject to subregulations (9) – (12) where the security or units are sold by the intermediary, the intermediary shall by de-materialised instructions notify the share registry of the sale and, the share registry shall enter on the relevant register the transferee or an intermediary holding the security for the transferee as holder of the security or the units sold.
(8) If the contract referred to in subregulation 5 is for any reason terminated before a sale of units of a security is effected, the intermediary shall promptly notify the share registry who shall enter the name of the prior holder on the register in place of the intermediary in respect of the security or the relevant units.
(9) A share registry shall refuse to record a transfer of title to a security if it has actual notice that—
(a) the transfer is prohibited by order of a court; or
(b) the transfer is prohibited under an enactment; or
(c) the transfer is a transfer to a deceased person; or
(d) in the case of a share, the company which issued the share has a lien on the share under the articles of association of the company; or
(e) if a charge is recorded in respect of the security in the relevant register of securities; or
(f) on transfer the security is to be held jointly in the names of more persons than is permitted under the terms of the issue of the security.
(10) A share registry may refuse to record a transfer of title to a security—
(a) if the transfer is to an entity which is not a natural or legal person; or
(b) where in respect of a de-materialised instruction received or purportedly received from an intermediary under subregulation 9 the share registry has actual notice of any of the following facts or matters—
(i) that any information contained in the instruction is incorrect,
(ii) that the intermediary expressed to have sent the instruction did not send the instruction,
(iii) where relevant, that the person on whose behalf the instruction was expressed to have been sent did not give to the intermediary his or her authority to send the instruction on his or her behalf,
(iv) that the instruction was not properly authenticated in accordance with the specifications of the share registry.
(11) A share registry shall not record a transfer of title to a security unless it is required to do so by order of a court or by or under an enactment.
(13) Subregulation (11) shall not prevent a share registry from entering on a register of securities as a holder of a security—
(a) a person to whom title to units of a security has been transmitted by operation of law;
(b) a company which has enforced its lien on a security in compliance with regulation 8;
(c) a chargee who has enforced his or her charge on a security in compliance with regulation 9.
(14) For the purpose of determining under subregulation (9) or (10) (b) or regulations 8(4), 9(3), 9(9), and 9(13) whether a share registry has actual notice of a matter listed in those subregulations or regulations, the share registry shall not under any circumstances be taken to be concerned to establish whether or not the fact or matter exists or has occurred.