crest personal member admission document
TRANSCRIPT
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CREST Personal Member Admission Document
August 2013
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Contents
Part A: CREST Personal Member Guide ............................................................................. 6
Chapter 1: Introduction .................................................................................................... 6
Chapter 2: Your CREST membership ................................................................................. 8
Section 1: Introduction .................................................................................................... 8 Section 2: Cancellation rights ........................................................................................... 9
Chapter 3: Your personal membership (general) ........................................................... 10
Section 1: Holding shares in electronic form ...................................................................... 10 Section 2: The security of the CREST system ..................................................................... 10 Section 3: Your relationship with your Sponsor and CREST Payment Bank ............................ 10 Section 4: Setting a Net Settlement Limit ......................................................................... 11 Section 5: Payments in the CREST system ........................................................................ 11 Section 6: The CREST voting service and Voting Service Providers ....................................... 12 Section 7: The Investment Funds Service ......................................................................... 12 Section 8: Central sponsor services .................................................................................. 13 Section 9: Your access to data in the CREST system .......................................................... 13
Chapter 4: Your participation in the International Links Service .................................... 14
Section 1: An explanation of some words used in connection with the Links Service ............... 14 Section 2: How does the Links Service work? .................................................................... 15 Section 3: Which Euroclear companies are involved in the Links Service? .............................. 16 Section 4: When does the Links Service apply to me? ......................................................... 16 Section 5: Using the Links Service – what you need to discuss with your Sponsor .................. 17 Section 6: Links Service risk factors ................................................................................. 17
Chapter 5: An explanation of the Personal Member Terms and Conditions ..................... 19
Section 1: General terms and conditions ........................................................................... 19 Section 2: International Links Service ............................................................................... 23
Chapter 6: Complaints .................................................................................................... 37
Chapter 7: Serving notices on Euroclear UK & Ireland .................................................... 38
Part B: CREST Personal Member Terms and Conditions .................................................. 42
1. Your Sponsor; your relationship with Euroclear UK & Ireland ...................................... 42 2. Your obligations to notify us of certain matters; warranties from you .......................... 42 3. Disclosure of information about you ........................................................................ 45 4. Instructions ......................................................................................................... 46 5. Our Obligations .................................................................................................... 47 6. Acknowledgements ............................................................................................... 50 7. Your obligations .................................................................................................... 52 8. Networks ............................................................................................................. 53
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9. Our obligations and certain liability issues ................................................................ 54 10. Further system matters ......................................................................................... 55 11. Holding and transfer of uncertificated securities ........................................................ 56 12. Payment .............................................................................................................. 56 13. Cancellation, suspension and termination of Personal Membership, etc. ....................... 57 14. General ............................................................................................................... 60 15 Notices ................................................................................................................ 62 16. Applicable law and jurisdiction ................................................................................ 63 17. Appointment and removal of CREST VSPs ................................................................ 63 18. Definitions and interpretation ................................................................................. 64 19. Investment Funds Service ...................................................................................... 70
Schedule 1: International Links Service ........................................................................ 71
1. Definitions and Interpretation ................................................................................. 71 2. Scope of the International Links Service .................................................................. 71 3. Depository, issue of CDIs, your obligations and the nominee arrangement .................. 72 4. Protection of transferor participants of CSDs in transactions with CREST members........ 73 5. Charges ............................................................................................................... 74 6. Acknowledgements and Indemnities ........................................................................ 75 7. EUI to assume liability in damages etc. in place of Depository and Custodian ............... 77 8. Liability to pay Stamp Duty Reserve Tax .................................................................. 78 9. Further services where CSD is not a CREST member ................................................. 79 10. General ............................................................................................................... 79
Schedule 2: Central sponsor services ............................................................................ 81
1. Scope of central sponsor services ........................................................................... 81 2. Appointment of a CREST central sponsor ................................................................. 81 3. Reliance on information ......................................................................................... 84 4. EUI as CREST central sponsor ................................................................................ 85 5. Suspension and termination, etc., when a Member uses central sponsor services ......... 85 6. Netting procedures and direct input services ............................................................ 86
Schedule 3: Investment Funds Service .......................................................................... 87
1. Scope of the Investment Funds Service ................................................................... 87 2. Notional units ....................................................................................................... 87 3. Transfers of investment fund units .......................................................................... 88 4. Electronic communications ..................................................................................... 88
Part C: CREST Admission Agreement (Personal Members) ............................................. 92
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Overview
This CREST Personal Member Admission Document consists of:
• Part A – the CREST Personal Member Guide (the ‘Guide’) which will provide you with a
summary description of the services provided to you and the key terms and conditions
applicable to your CREST membership;
• Part B – the CREST Personal Member Terms and Conditions (the ‘Terms and
Conditions’) which are the definitive statement of your and our rights and obligations in
connection with (i) your CREST membership and (ii) your participation in the International
Links Service; and
• Part C – the CREST Admission Agreement (Personal Members) (the ‘Admission
Agreement’).
Important notice
You must not sign the Admission Agreement until you have read the CREST Personal Member
Guide in Part A and the CREST Personal Member Terms and Conditions in Part B of this document
both as provided to you by your Sponsor.
You should note that any changes to the CREST Personal Member Terms and Conditions, which will
be binding upon you, will only be sent to your Sponsor (who should communicate them to you).
More information about this appears in clause 5.12 of the CREST Personal Member Terms and
Conditions.
If you would like to obtain additional and/or up-to-date copies of the CREST Personal Member
Terms and Conditions, speak to your Sponsor who should be able to provide these to you at any
time. Copies of the CREST Personal Member Terms and Conditions (and Deed Poll) are also
available on the Euroclear UK & Ireland section of www.euroclear.com.
The CREST Personal Member Terms and Conditions and the Guide are only available in English and
we will communicate with you only in English throughout the duration of your membership in
CREST in relation to any service provided by Euroclear UK & Ireland.
If you have any questions or if there are any aspects that you do not understand, you
should discuss these with your Sponsor and/or seek the advice of a suitable,
independent legal advisor of your choice.
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Part A CREST Personal Member Guide
August 2013
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PART A: CREST Personal Member Guide
Chapter 1: Introduction
The CREST Personal Member Terms and Conditions can appear complex and therefore we strongly
recommend that you read this Guide which is designed to help you understand the nature of our
services and the key provisions in the documents which govern your membership as a CREST
Personal Member and your participation in the International Links Service. In particular, your
attention is drawn to:
• Chapter 2 headed ‘Your CREST membership’; and
• Chapter 5 headed ‘An explanation of the Personal Member Terms and Conditions’.
Reading the Guide is no substitute for reading the CREST Personal Member Terms and
Conditions in Part B; the terms are the definitive statement of your and our rights and
obligations.
For ease of reference we have, at various parts of the Guide, included cross-references in italics to
the relevant paragraphs in the CREST Personal Member Terms and Conditions and the standard
Deed Poll (to be found in the CREST International Manual). For example:
• [1.1 t/c] refers to clause 1.1 of the CREST Personal Member Terms and Conditions;
• [1.1 it/c] refers to paragraph 1.1 of Schedule 1 of the CREST Personal Member Terms and
Conditions; and
• [1.1 d/p] refers to paragraph 1.1 in the Deed Poll.
You should understand that the CREST Personal Member Terms and Conditions contain important
provisions concerning the services we provide; your and our rights and obligations; our liability to
you and also limitations and exclusions of liability of Euroclear UK & Ireland Limited (‘Euroclear
UK & Ireland’), its related companies, associates and certain other persons towards you; your
liability to us and indemnity provisions describing circumstances in which you will be responsible
for losses, expenses or other costs incurred by us.
You should also understand the importance of the role your Sponsor plays in connection with your
CREST membership and certain limitations to the liability that EUI has towards you as a result of
your Sponsor’s involvement. In particular, you should be aware that:
• we accept no liability for any loss incurred by you as a result of the acts or omissions of your
Sponsor;
• we will (subject to limited exceptions) treat all communications and instructions which we
receive from your Sponsor as having been made with your authority and we may act upon
them without making further enquiries;
• we will send all notices and other communications which will be binding on you only to your
Sponsor (not to you directly) and you rely on your Sponsor making these available to you; and
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• you are responsible for payment of the CREST tariff although in practice your Sponsor will
make payment on your behalf. If the CREST tariff remains unpaid, your membership may be
terminated.
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Chapter 2: Your CREST membership
Section 1: Introduction
We will notify your Sponsor when we have accepted (or rejected) your application. If you become a
Personal Member you will deal primarily with your Sponsor as regards the services provided by
Euroclear UK & Ireland, and your Sponsor will have complete control of your investments in the
CREST system and will be able to transfer them. Your Sponsor does not represent Euroclear UK &
Ireland.
Your CREST membership will be subject to the:
• Admission Agreement;
• CREST Personal Member Terms and Conditions including all Schedules;
o Schedule 1: International Links Service;
o Schedule 2: Central sponsor service;
o Schedule 3: Investment Funds Service; and
• CREST Manual, including the CREST Rules.
The CREST Personal Member Terms and Conditions, among other things, (i) permit us to rely
on messages we receive (written or electronic) which appear to come from your Sponsor; (ii)
provide that we only have limited responsibilities if there is an interruption to our system and
services; (iii) limit the maximum amount we pay in circumstances where we have a liability to you;
(iv) permit us to disclose information about you to various authorities/persons and (v) require you
to notify us immediately of certain events, such as if someone is trying to stop you from
transferring your shares. A simple explanation of the terms can be found in Chapter 5 below
headed ‘An explanation of the Personal Member Terms and Conditions’ section 1.
Schedule 1 of the CREST Personal Member Terms and Conditions applies to the International Links
Service (the ‘Links Service’) which we provide to enable CREST members to hold international
securities. Broadly speaking, international securities are securities which are not issued under UK
or Irish law (or the laws of Jersey, Guernsey or the Isle of Man), which means they are usually
issued by foreign companies. Although you agree to these terms from your admission as a CREST
member, these terms become relevant only from the time that you first participate in the Links
Service by holding international securities in your CREST account or if you acquire/transfer any
securities directly from/to participants in overseas securities settlement systems which are linked
to the CREST system. Among other things these terms contain (i) clauses limiting and/or excluding
liability for the Links Service; (ii) indemnities, warranties and undertakings from you, to ensure
that you cover us against any financial and other risks which we suffer because we hold
international securities on your behalf in the overseas system; (iii) rights for us (and Euroclear
group companies) to recover from you amounts you are due to pay, including a power for us to sell
securities we hold for you and a power to deduct money from income received for you; and (iv)
provisions under which in certain limited circumstances your holding may be reduced as a result of
the effect of a foreign law or other provision by which we are bound and over which we have no
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control. Some parts of the Links Service are provided by other companies owned by Euroclear UK &
Ireland (defined in the relevant terms and conditions as ‘the Depository’ and the ‘Custodian’).
Chapter 4 below headed ‘Your participation in the International Links Service’ gives further
information and Chapter 5, section 2 headed ‘An explanation of the Personal Member Terms and
Conditions’ provides you with an explanation of the terms. Your Sponsor is responsible for advising
you on the implications of holding international securities.
The CREST Personal Member Terms and Conditions may be changed by us from time to time (see
Clause 5.11 of the CREST Personal Member Terms and Conditions). When this is done notices of
change will only be sent to your Sponsor who should communicate them to you.
The CREST Manual (which amongst other things describes the services we provide) includes the
CREST Rules. You can view the CREST Manual (including the CREST Rules) on the Euroclear &
Ireland section of www.euroclear.com.
If you have more than one CREST membership at any time, each membership will be established
under a separate Specified Membership Number; the CREST Personal Member Terms and
Conditions apply separately to each membership.
Section 2: Cancellation rights
You have the right to cancel your Personal Membership in CREST within fourteen days of Euroclear
UK & Ireland admitting you as a Personal Member or, if earlier, until you first use the CREST
system, beginning the day after Euroclear UK & Ireland admits you as a Personal Member. If you or
your Sponsor on your behalf (or any person legally entitled to act on your behalf) uses the CREST
system during the cancellation period, your right to cancel your Personal Membership will expire. If
you do not exercise your right to cancel during the cancellation period you will lose the right to
cancel but may still terminate your Personal Membership in accordance with clause 13.4 of the
Personal Member Terms and Conditions. Full details of your cancellation rights are set out in clause
13.1 of the Personal Member Terms and Conditions.
You may cancel your membership by telephoning or writing (by hand delivery, post, e-mail or fax)
to Client Data Management at Euroclear UK & Ireland. The telephone and fax numbers, and postal
and email addresses for this purpose are set out in Chapter 7 below headed ‘Serving notices on
Euroclear UK & Ireland’. You may also ask your Sponsor to cancel your membership for you.
Before telephoning or leaving or sending a written cancellation notice to Euroclear UK & Ireland you
should inform your Sponsor (unless he already knows) and your Payment Bank by telephone, fax
or e-mail of your intention to cancel your membership.
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Chapter 3: Your personal membership (general)
Section 1: Holding shares in electronic form
Just as you can choose to hold your money as an electronic record in a bank account rather than
notes and coins, as a Personal Member you can hold your shares and other securities in an
electronic account in the CREST system rather than in physical form with certificates. You do not
have to hold all your shares in the CREST system and can keep some holdings in certificated form
if you prefer. You can get your shares back in certificated form readily if you wish (provided that
the issue is not wholly dematerialised). Your rights as a member of a company are the same
whether you hold your shares in electronic form or by holding certificates. Your name will still
appear on the company register of shareholders as the proof of your title of ownership. You will still
have a direct relationship with the company whose shares you hold and you will continue to receive
dividend payments, company Reports and Accounts and any shareholder benefits to which you are
entitled direct from the company. (Note that these statements refer to your holdings of shares in
UK and Irish, Jersey, Guernsey and Isle of Man companies. The position is different for
international securities – see Chapter 4 below headed ‘Your participation in the International Links
Service’).
Section 2: The security of the CREST system
The security arrangements for the CREST system have been designed and built to comply with
internationally recognised systems security standards, and are subject to initial and ongoing
scrutiny of the Bank of England.
Section 3: Your relationship with your Sponsor and CREST Payment Bank
Your Sponsor
As a Personal Member you have the same rights and benefits as a ‘full’ CREST Member. The main
difference between you and a ‘full’ CREST Member is that you do not operate your Membership
yourself but have appointed a Sponsor to do so on your behalf. Your Sponsor will have the power
to transfer your investments upon your instructions and under the terms of your arrangements
with your Sponsor. You will depend on your Sponsor to send you changes to our terms and
conditions. It is therefore important that you have trust in their honesty, integrity and competence.
The UK financial services legislation recognises the significance of the role played by your Sponsor
and requires them to be authorised to carry out sponsorship activities. Please note that Euroclear
UK & Ireland cannot accept any liability to you for any loss which you may incur as a result of the
acts or omissions of your Sponsor. This does not affect any liability Euroclear UK & Ireland may
have for its own acts or omissions in accordance with the CREST Personal Member Terms and
Conditions. Your Sponsor is independent of Euroclear UK & Ireland and is not authorised to give
advice or make any statements on behalf of Euroclear UK & Ireland.
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Your CREST Payment Bank
As a Personal Member, you are required to have an arrangement with a CREST Payment Bank who
will make and receive payments on your behalf. Your Sponsor will normally arrange this for you as
part of the package of services they offer you.
How to change your Sponsor or Payment Bank
If in the future you decide to change your Sponsor and/or your Payment Bank and have arranged
for a new Sponsor to operate your membership or have appointed a new Payment Bank, you
should complete the Change of Sponsor and/or Payment Bank Form (obtainable from Euroclear UK
& Ireland – your Sponsor may also be able to provide such form) and return it direct to Euroclear
UK & Ireland. It is important that you discuss your decision with your existing Sponsor and/or
Payment Bank before you send the form to Euroclear UK & Ireland. This will enable your old and
new Sponsor to arrange the transfer of your securities efficiently. Euroclear UK & Ireland will check
with your proposed new Sponsor and/or Payment Bank that the necessary arrangements are in
place, will make the appropriate changes in the system and will notify you when it has done so.
Section 4: Setting a Net Settlement Limit
If you wish to exercise a degree of control over the actions of your Sponsor, the CREST system
allows you to set a limit on the net value of transfers which can be made out of your membership
on any one day. This is called the ‘Personal Members Net Settlement Limit’. In broad terms, the
limit is designed so that the total value of your sales, minus the total value of your purchases
settled on any one day will not exceed any monetary limit specified by you to Euroclear UK &
Ireland.
You do not have to set a limit if you do not want to, but if you do, you can use the Sponsored
Members Net Settlement Limit Form which can be obtained by writing to us.
You should send this form directly to Euroclear UK & Ireland and not to your Sponsor, as it is
Euroclear UK & Ireland’s staff who will input the limit to the system and not your Sponsor. You
should, however, inform your Sponsor of the limit you intend to set as soon as possible to avoid
delayed settlement if your trading activity exceeds the limit you have set.
Section 5: Payments in the CREST system
Money owed to you under a transaction (e.g. by a buyer of your shares) which is to be settled in
the CREST system will be deemed paid when credited to your CREST account. How and when you
actually receive the money (e.g. by a credit to your bank account) depends on the arrangements
you have with your CREST Payment Bank and your Sponsor.
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Section 6: The CREST voting service and Voting Service Providers (‘VSPs’)
The CREST voting service enables you to exercise, through the appointment of a proxy, any voting
rights that you may have in respect of the securities held by you in the CREST system. Your
Sponsor can help you appoint a proxy and pass on messages as to your voting intentions.
Alternatively, you may appoint a VSP (referred to in the CREST Personal Member Terms and
Conditions as a ‘CREST VSP’) to do that for you.
If you appoint a VSP, you will need to send a message (via your Sponsor) to the CREST system;
your VSP will not be able to do anything on your behalf until that message has been processed by
the CREST system. Should you wish to terminate the appointment of a VSP you must notify your
Sponsor so they can send a termination message to the CREST system. Only once the message of
termination has been processed by the CREST system will the system cease to respond to your
VSP’s instructions.
Your VSP (if you decide to appoint one) will have limited functionality. The VSP will have power (in
place of your Sponsor) to appoint and instruct proxies to vote on your behalf in relation to
securities held by you in the CREST system. They will also have direct access in the CREST system
to view details of the securities you hold in the CREST system. It is therefore important that you
have trust in the honesty, integrity and competence of your VSP. The VSP will not otherwise
replace your Sponsor in respect of the other functions carried out by your Sponsor. Please note
that Euroclear UK & Ireland cannot accept any liability to you for any loss which you may incur as a
result of the acts or omissions of your VSP. Your VSP is independent of Euroclear UK & Ireland and
is not authorised to give advice or make any statements on behalf of Euroclear UK & Ireland.
The CREST voting service is described in the CREST Reference Manual. Your Sponsor (and VSP, if
you have appointed one) will have access to this and will be able to explain to you any features of
the CREST voting service which you are unclear or concerned about. The CREST voting service
cannot be used in connection with international securities held via the Links Service. You are only
permitted to use the CREST voting service for the purposes described in the preceding paragraphs
and are not permitted, therefore, to use some of the additional facilities described in the CREST
Reference Manual which form part of the CREST voting service but which are not available to
Personal Members (for example, sending and receiving messages on behalf of issuers).
Section 7: The Investment Funds Service
The Investment Funds Service supports the holding and settlement of units of an investment fund.
The CREST system will maintain a record of notional balances of units held by members. These
notional balances do not evidence actual ownership (i.e. legal title or a proprietary interest) and
legal title continues to be maintained by reference to the records of the particular investment fund
outside the CREST system. However, the notional balances should reflect a member’s actual
holdings in a particular investment fund (as they will be reconciled on a daily basis against the
actual legal register).
Your Sponsor will be able to input settlement instructions in the CREST system to settle
movements of notional units and related payments. They will also be able to reconcile holdings of
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notional balances in your CREST account against their own records. The Investment Funds Service
is available using a standard CREST membership, with balances of notional units being reflected in
standard CREST member accounts.
Your Sponsor may input settlement instructions themselves or they may make use of the services
of a CREST central sponsor, which will result in settlement instructions being input on your behalf
as a result of, for example, orders placed via an order routing platform.
Section 8: Central sponsor services
A CREST central sponsor is permitted by Euroclear UK & Ireland to act on behalf of multiple
members in relation to certain trades executed on a particular trading system (or cleared through a
clearing service) for which that CREST central sponsor has been appointed. The CREST central
sponsor is able to generate CREST settlement instructions in relation to such trades. Central
sponsor services provided by a CREST central sponsor are solely its responsibility.
Your Sponsor may select one or more CREST central sponsors which they allow to create
settlement instructions on your behalf. The selection may be amended by your Sponsor and will
take effect immediately. When they make the selection, your Sponsor must specify the member
account to be used and a default nationality declaration. These details will be held as static data in
the CREST system.
Section 9: Your access to data in the CREST system
Your Sponsor has direct technical access to all the data held in the CREST system that relates to
you, to your holdings and to your sales and purchases. Your VSP (if you have one) has direct
access to data held in the CREST system about the messages sent and received by him on your
behalf in connection with the CREST voting service.
If you would like to have your own records of that data, you should seek the information from your
Sponsor or VSP (as appropriate), who are obliged under the CREST Rules to give it to you. If they
are unable to supply you with the information or refuse to do so, you can approach Euroclear UK &
Ireland directly and Euroclear UK & Ireland will (if satisfied that your Sponsor or VSP has refused to
co-operate with you) supply the information instead, charging an administrative fee for doing so.
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Chapter 4: Your participation in the International Links Service
This section of the Guide describes the main service elements and features of the Links Service.
You should at least read:
• Section 4 headed ‘When does the Links Service apply to me?’ so that you can understand when
the terms and conditions and this Guide are relevant to you; and
• Section 6 headed ‘Links Service risk factors’ which sets out certain risks associated with using
the Links Service.
The relevant indemnity and liability provisions applicable to this service are explained in detail in
Chapter 5, section 2 of the Guide.
Section 1: An explanation of some words used in connection with the Links Service
‘CDI’: a CREST Depository Interest (the security issued in the CREST system to CREST members
which represents the international security held on behalf of the CREST member by the Depository).
‘EUI’, ‘Euroclear’, ‘Euroclear UK & Ireland’, ‘we’, ‘us’ or ‘our’: is used to refer to Euroclear UK
& Ireland Limited, CREST Depository Limited, CREST International Nominees Limited, CIN
(Belgium) Limited and/or any other entity which acts as Depository or Custodian – depending upon
the context it can mean all or any one or more of them.
‘CSD’ (Central Securities Depository): is used to refer to both:
(a) an overseas system (or its nominee) (being a system which is the foreign equivalent of the
CREST system); and
(b) a member of an overseas system (or its nominee) who provides us with services which
enable us to link to that overseas system. This happens where we are for some reason not
able to become a direct member of the overseas system.
‘Deed Poll’: the document under which the Depository creates CDIs.
‘the Depository’: means CREST Depository Limited (or any other entity which is) the issuer of
CDIs.
‘holding securities’: different countries have different laws and practices about how to hold and
transfer securities. It is not usually possible for Euroclear UK & Ireland to be registered as the
owner of international securities. When we say that Euroclear UK & Ireland (or someone appointed
by Euroclear UK & Ireland) ‘holds’ international securities, this means that it is the person who has
rights to the international securities, either because it is a direct member of the overseas system or
a client of a direct member. For example in relation to the link with the Swiss system we refer to
CREST International Nominees Limited as the holder of the Swiss securities because it is a
participant in the Swiss system. In most cases CREST International Nominees Limited (or other
nominee company) will be the ‘holder’ of the international securities in the sense described above.
In some circumstances the ‘holder’ could be the Depository itself and there may be some instances
where the Depository has to appoint another person. Whenever we announce a new link or change
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the arrangements for an existing link we put details in the CREST International Manual of who has
been appointed by the Depository to ‘hold’ the international securities.
‘Custodian’: means the company as from time to time appointed to ‘hold’ the international
securities on behalf of the Depository.
‘international securities’: means securities (other than CREST securities) which are eligible to be
held in a CSD.
‘liabilities’: means any liability, damage, loss, cost, claim or expense of any kind or nature
whether direct, indirect, special, consequential or otherwise.
Section 2: How does the Links Service work?
There are broadly two elements to the Links Service. The first enables you to hold international
securities through the CREST system; the second enables you to make transfers of UK and
international shares directly to and from participants in overseas settlement systems to which the
CREST system is linked.
Your Sponsor can advise you if any securities you are proposing to hold are international securities.
It may be that your Sponsor does not offer international dealing services or may have alternative
custody arrangements for its international trading activity already in place. Therefore, you will need
to talk to your Sponsor about the services which your Sponsor can offer in this area.
The Links Service works through arrangements we make with securities settlement systems like
the CREST system in other countries. Under the Links Service a wholly-owned subsidiary company
of Euroclear UK & Ireland will participate in the overseas equivalents of the CREST system. If you
want to hold an international security through the Links Service, the Euroclear UK & Ireland
subsidiary company (rather than you) will hold that security in the overseas system. It will then
issue a special kind of security, called a ‘CREST depository interest’ (‘CDI’) into the CREST system
and credit it to your CREST account. The CDI represents the rights which you have to the
international securities held by our subsidiary company on your behalf. For legal reasons, it is not
possible to hold international securities directly in the CREST system – this is why we create CDIs
to represent your interests in the international securities. As international securities are held
through a chain of holdings, you are not on the register of the issuer of the international securities;
you will not receive any communications directly from an international issuer or from Euroclear UK
& Ireland – you will usually be dependent on your Sponsor for all relevant information.
CDIs are English law securities and can be held and transferred between CREST members in the
same way as any other security in the CREST system. International securities you purchase from a
member of an overseas system, will appear as CDIs in your account in the CREST system once the
actual security is credited to the Euroclear UK & Ireland subsidiary company holding that security
on your behalf in the overseas system. The reverse happens if you are selling international
securities to someone in an overseas system. In almost all cases, however, if you are buying or
selling international securities it will be your broker who deals with the person in the overseas
system rather than you doing so directly.
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In a ‘two-way link’ an overseas system will offer its participants a similar service so that they can
hold and transfer UK securities. The overseas system will be a CREST member and your Sponsor
will be able to transfer UK securities on your behalf to participants in the overseas system by
transferring them to the CREST membership held by the overseas system, or receive deliveries of
UK securities from participants in the overseas system.
Section 3: Which Euroclear companies are involved in the Links Service?
A number of Euroclear companies are involved in the Links Service. Euroclear UK & Ireland
operates the Links Service. Euroclear UK & Ireland is a recognised clearing house under the
Financial Services and Markets Act 2000 and is regulated by the Bank of England. Euroclear UK &
Ireland is approved as an operator of a ‘relevant system’ under the Uncertificated Securities
Regulations 2001.
CREST Depository Limited (‘the Depository’) is owned by Euroclear UK & Ireland and is the
company which issues the CDIs. The Depository (usually through a nominee company owned by
the Depository) will hold the international securities on trust for the CREST members to whom it
has issued CDIs. It will issue the CDIs under the terms of a special document executed by it, called
a Deed Poll. The Deed Poll sets out the basis on which CDIs are created and also sets out the rights
and responsibilities of the Depository and of the CDI holder. Certain important features of the Deed
Poll are described in this Guide. The services provided by the Depository and the nominee company
are provided as part of the arrangements operated by Euroclear UK & Ireland.
Section 4: When does the Links Service apply to me?
Although you agree to Schedule 1 of the CREST Personal Member Terms and Conditions from your
admission as a CREST member, the terms and conditions relating to the Links Service only become
relevant from the time that you participate in the service. You participate in the Links Service if:
(a) CDIs are transferred to your CREST account from another CREST member. Once you are
the holder of a CDI you will be a participant in the Links Service. If you do not want to
participate in the Links Service by virtue of such transfers you must instruct your Sponsor
not to accept a transfer of CDIs to your CREST account;
(b) you receive or transfer CREST securities or CDIs as a result of a cross-border transfer.
However you can instruct your Sponsor that you do not wish to acquire securities directly
from or transfer them directly to participants in overseas systems (‘cross-border
transfers’); or
(c) as a result of a corporate action, CDIs are credited to your CREST account (e.g. a takeover
which affects domestic securities). Your Sponsor cannot prevent this – if you do not want
to continue to participate in the Links Service you will need to instruct your Sponsor to tell
you if CDIs are credited to your account so that you can arrange with your Sponsor for
their disposal.
17
Section 5: Using the Links Service – what you need to discuss with your Sponsor
If you wish to be able to have a full participation in the Links Service you need to instruct your
Sponsor that you wish to be able to receive and make transfers to and from participants in the
overseas system. If you use the Links Service it is for you to seek the relevant advice, in the first
instance probably by contacting your Sponsor. Euroclear UK & Ireland is not responsible for
advising you as to whether you should acquire or dispose of international securities or CDIs or
whether you should use the Links Service in any way. Euroclear UK & Ireland is not responsible for
giving you any advice or assurance on the legal and regulatory aspects of the Links Service, either
in the UK or overseas or on the way in which investments are held or segregated and transactions
are settled overseas. [6.1.3 it/c]
You must give instructions to the CREST system through your Sponsor for all your securities –
whether UK, Irish or international. You should check with your Sponsor what arrangements they
have made to enable you to receive information about dividends and other corporate events which
affect international securities held by you through the Links Service. Euroclear UK & Ireland will not
communicate information directly to you but puts the information into the CREST system for your
Sponsor to collect. Euroclear UK & Ireland has no obligation to deliver the information directly to
you. The content and timing of the information reflects what is provided by the CSD and Euroclear
UK & Ireland is not responsible for this. [6.1.2, 6.1.11 it/c]
You can choose the currency in which you wish to receive distributions. You need to contact your
Sponsor with your specific instructions in this respect.
Stamp Duty Reserve Tax (‘SDRT’) may be payable on the transfer of CDIs. Ask your Sponsor to
advise you if you are liable to pay SDRT on any purchase or sale of CDIs or international securities
because you are responsible for paying that tax and for paying any penalties in connection with
your failure to pay or late payment by you of the SDRT. Your Sponsor will need to check the
position with non-CREST sources (as Euroclear UK & Ireland does not hold this information). [8
it/c]
Section 6: Links Service risk factors
Given its international legal framework, the Links Service is subject to certain risks that the
domestic service is not subject to. The main risks are summarised below.
There are certain extremely remote circumstances in which the Depository’s holding of
international securities could be reduced. This is not because of any system feature voluntarily built
in to the Links Service arrangements but could occur for example because of the effect of a foreign
law or because of the terms and conditions which the overseas CSD applies to all its participants
including the Depository or for some other reason beyond the Depository’s reasonable control.
Euroclear UK & Ireland cannot take responsibility for this sort of matter and it may be necessary to
cancel CDIs without compensation or take other action which seems appropriate if such an event
occurs. If it is not obvious which CDIs must be cancelled all holders of CDIs may be affected on a
pro rata basis (whether or not they are responsible for the problem which occurred). If ever this
was to happen, we will consider whether we have any rights which could be transferred to you, but
18
there is a risk in holding international securities that your interest in the international securities
may be affected by the application of foreign laws and other similar provisions. [9.4 d/p]
CDIs will be cancelled on a transfer of the underlying international securities and may also be
cancelled in the following circumstances (which are likely to be rare):
a) in the circumstances described in this section 6 above;
b) where the Depository exercises its powers to force you to cancel CDIs and withdraw the
related international securities (see the section entitled ‘Termination’ in Chapter 5 section 2
below);
c) where the Depository has exercised its powers to sell any of the international securities to
cover your liabilities to it (see the section entitled ‘Deed Poll’ in Chapter 5 section 2 below).
19
Chapter 5: An explanation of the Personal Member Terms and
Conditions
Section 1: General terms and conditions
This section of the Guide is intended to assist you in understanding the key provisions in
the documents which govern your membership as a CREST Personal Member. Euroclear
UK & Ireland asks you to read carefully the points set out in this section in particular the
paragraph entitled ‘Limitations on Euroclear UK & Ireland’s obligations and liabilities’.
The CREST Personal Member Terms and Conditions are set out in Part B of the Guide.
Description of the Euroclear UK & Ireland systems and CREST services
The Euroclear UK & Ireland systems and CREST services are described in the CREST Manual and
other documents, which are available to your Sponsor, and are subject to change from time to time.
Details of Euroclear UK & Ireland’s services and the CREST Manual can also be found on the
Euroclear UK & Ireland section of our website www.euroclear.com. Your Sponsor will have access
to the relevant documents and will be able to explain to you any features of the CREST system
which you are concerned about. A number of factors can affect the time it takes to process
messages – your Sponsor is aware of these and is responsible for advising you if it needs
instructions from you within any particular time limit, to take account of these factors.
Our computer records have the status of a legal register as far as UK securities held in electronic
form in the CREST system are concerned. This means that you get full title to, and are recognised
as the legal owner of, UK securities when we add them to your account in our records. Companies
are able to get copies of these records relating to your holdings in the company’s securities from us
and they will keep a copy register of your holdings in the CREST system. Companies use such copy
register to pay dividends, send out documents to shareholders, etc. Companies are not responsible
for the legal register maintained by us.
Limitations on Euroclear UK & Ireland’s obligations and liabilities
The CREST Personal Member Terms and Conditions contain provisions which define and/or restrict
and/or limit Euroclear UK & Ireland’s duties and obligations in relation to the Euroclear UK &
Ireland systems and CREST services. Please note in particular:
• As a general rule, Euroclear UK & Ireland is not liable except where it has been
negligent, or where there has been wilful default or fraud on its part [5.5 t/c].
This means that we will only be responsible for losses which you suffer as a result of our
negligence, wilful default or fraud if such losses are a direct and foreseeable consequence of
such negligence, wilful default or fraud. A loss is considered to be foreseeable where it could be
contemplated by you and us at the time when you agree to be bound by the CREST Personal
Member Terms and Conditions, whether you do so expressly or through your actions.
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• We will not be liable for any indirect, special or consequential loss of any kind [5.6
t/c].
These are losses which happen as a side effect of the main loss or damage and which are not
foreseeable by you and us. For example if, for any reason, the number of CDIs credited to your
CREST account fell short of your entitlement as a result of our negligence, wilful default or
fraud, we would make up for any shortfall in CDIs not credited to you; we would not however
make up for any loss of profit which you may suffer as a result of not being able to sell the
underlying shares which were not credited to you at a particular price.
• In any event our liability is capped so that its total liability to all claimants in respect
of a particular matter will not exceed £40,000,000 (the limit is £20,000,000 for
claims relating to events before 3 July 2000 or which are linked in some way to
events before that date) [5.7 t/c]. If the same event gives rise to valid claims from a
number of people which total more than this amount it will be shared between them
according to the value of their claim [5.7 t/c].
Note that the liability cap does not apply where we are liable for death or personal injury
resulting from our negligence and under no circumstances is Euroclear UK & Ireland entitled to
retain any benefit that we may receive at your expense as a result of our negligence, wilful
default or fraud [18.12.5 t/c].
• If the operation of the Euroclear UK & Ireland systems or the CREST services is
interrupted (whether by us or for some other reason) we will use reasonable care to
minimise the period of interruption but (provided we do so) we are not liable for
liabilities suffered as a result of the interruption unless it was caused by our wilful
default or fraud [5.3 t/c].
We do have standby facilities but it may not always be possible to use these – for example, if
the reason for the interruption is a software fault, this is likely to be present at both sites.
• We may rely on instructions or information we receive (whether electronically
through the Euroclear UK & Ireland systems or otherwise) and will not be liable for
acting on them even if they turn out to be invalid in some way unless we have actual
notice of the invalidity at a time when we are able to halt the processing [4.1, 4.3
t/c].
In particular your Sponsor and your VSP (if you have one) will have arrangements with a
network provider to deliver electronic messages to the CREST system. The network providers
are responsible (because they have the relevant security information) for checking that they
only deliver authenticated messages, since the CREST system cannot check the messages
received as it does not have the necessary information.
• If you think you may have a claim against us you must give us notice of the claim
within six months of the date on which you become aware of the event giving rise to
the claim (or the date on which you ought reasonably to have been so aware) [5.9
t/c].
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Your Sponsor’s powers to act on your behalf
You must understand that your Sponsor is fully empowered to act on your behalf. If your Sponsor
gives the CREST system an instruction, it will generally be effected by the system regardless of any
instruction by you to Euroclear UK & Ireland which seeks to vary or cancel it. Your Sponsor will also
be the means by which you usually communicate with Euroclear UK & Ireland (for example on a
change of name) and we will treat all such communications from your Sponsor as being given with
your authority.
The CREST system will effect instructions received from your VSP (if you have one) in the same
way.
Termination of your Sponsor
If you wish to terminate your Sponsor’s authority to act for you, or if you wish to appoint a
replacement Sponsor, you must notify Euroclear UK & Ireland using the Change of Sponsor Form
obtainable from Euroclear UK & Ireland (or possibly your Sponsor).
Appointment and termination of your VSP
If you appoint a VSP, you will need to notify your Sponsor who will, in turn, need to send a
message to the CREST system; your VSP will not be able to do anything on your behalf until this
message has been received by the CREST system. You will also need to notify your Sponsor if you
terminate the appointment of a VSP, or appoint a replacement VSP, so that your Sponsor can send
another message to the CREST system; the CREST system will continue to deal with your existing
VSP until this message has been processed by the CREST system.
The accuracy of information in the CREST system
You must arrange for your Sponsor to give Euroclear UK & Ireland prompt notification of any
change in your name or address, including your postcode, or any inaccuracies in your stock
account of which you become aware.
When you are legally unable to transfer shares or exercise your share rights
There are broadly three circumstances in which you may not be able to transfer ownership of your
shares or exercise the rights, such as voting rights, attaching to your shares (all of which exist
quite apart from the CREST system). These are:
(a) where a court order or stop notice prevents you from doing so;
(b) where someone else has certain types of charge or other property right over your shares;
or
(c) where you become bankrupt.
If you become aware of any legal reason at all which might prevent you from transferring shares or
exercising rights through the CREST system you must tell Euroclear UK & Ireland immediately.
Otherwise there could be serious consequences for you and other CREST members. This will enable
Euroclear UK & Ireland to protect both you and other CREST Members. For very similar reasons,
you must not deposit into the CREST system any shares over which someone else has any sort of
22
charge or other property right which would prevent you from transferring them to any other person
through the CREST system or prevent you from exercising the rights attaching to your shares. You
must notify Euroclear UK & Ireland immediately if you are in any financial difficulty which gives rise
to any kind of formal proceeding involving your creditors (whether through bankruptcy proceedings
or by entering into any form of arrangement with your creditors). You should notify your Sponsor
and your VSP (if you have one) at the same time.
Euroclear UK & Ireland and disclosure of information
In some circumstances, Euroclear UK & Ireland may be required (in order to meet its own
obligations) to request you to provide it with information generally for regulatory purposes. When
Euroclear UK & Ireland does so you must give it the information requested and should note that
Euroclear UK & Ireland is empowered to make that information more widely known (e.g. to
regulators) if appropriate. In addition, information held by Euroclear UK & Ireland may be provided
to regulatory, governmental and taxing authorities in the UK and elsewhere, as well as to any other
persons mentioned in clause 3 of the CREST Personal Member Terms and Conditions.
Tariffs
You have a contractual obligation to pay to us all fees and tariff charges incurred by you in relation
to your use of the CREST system. For practical reasons however your Sponsor will be responsible
to pay the fees and tariff charges on your behalf and we will invoice your Sponsor for these
purposes. Although you are not usually required to pay the fees and tariff charges directly to us
you will remain liable to do so if and to the extent your Sponsor fails to pay on your behalf. The
CREST Tariff specifying all fees and tariff charges is available on the Euroclear UK & Ireland section
of www.euroclear.com.
The amount that your Sponsor charges you will depend on the arrangements that you have with
your Sponsor and you are solely responsible for any amounts owed to your Sponsor. In addition,
you may incur charges from your Payment Bank or VSP depending on the arrangements that you
have with them and you are solely responsible for such charges.
Whilst you may elect to pay stamp duty reserve tax (‘SDRT’) on a transaction that your Sponsor
settles on your behalf through the CREST system, the payment of any such SDRT remains your
responsibility.
Use of escrow balance
There is a feature of the system called an ‘escrow balance’ which enables you to accept a takeover
bid or give security over your shares to another CREST Member (e.g. your bank, if it has lent you
money). You should note that the purpose of the escrow balance is to give control of your shares to
another CREST Member (such as the takeover bidder’s receiving agent or your bank) and that once
your shares have been transferred to the escrow balance you and your Sponsor no longer have
access to them. The other CREST Member, acting as ‘escrow agent’, can then either transfer those
shares to themselves or release them back to the control of your Sponsor. Before you instruct your
Sponsor to move any of your shares to an escrow balance, you must be sure that you have given
an irrevocable power of attorney or other irrevocable authority to the other CREST Member acting
as escrow agent (e.g. the takeover bidder’s receiving agent or your bank). In the case of a
23
takeover bid these are generally included in the Form of Acceptance. The CREST system will have
no knowledge of your arrangement with the other CREST Member and will not police their use of
their ability to transfer ownership of your shares to themselves.
Changes to the CREST Manual (including the CREST Rules) and the CREST Personal
Member Terms and Conditions
Euroclear UK & Ireland has power to make changes to the CREST Manual (including the CREST
Rules) and the CREST Personal Member Terms and Conditions. Changes to the CREST Manual
mainly reflect changes to, or the development of new functionality. Where these changes are
material we follow certain consultation procedures.
Your Sponsor has an opportunity to participate in relevant consultations on changes to these
documents. Euroclear UK & Ireland does not consult directly with Personal Members – your
Sponsor is responsible for advising you if they consider that any consultation issue is relevant to
you. Your Sponsor will be given at least 40 days notice of any changes to the CREST Personal
Member Terms and Conditions and they are responsible for advising you of changes in accordance
with the arrangements they have with you. Euroclear UK & Ireland would normally be prepared to
accept less than the normal 30 days notice from you if you wish to terminate your membership
before a change takes effect.
Section 2: International Links Service
This section of the Guide is intended to assist you in understanding the key provisions in the
documents which govern your participation in the International Links Service (the ‘Links Service’).
Euroclear UK & Ireland asks you to read carefully the points set out in this section in particular the
paragraphs entitled:
• ‘Indemnities’; and
• ‘When will a Euroclear group company be liable to you?’
The terms relating to the Links Service are set out in Schedule 1 of the CREST Personal Member
Terms and Conditions. A copy of the Deed Poll and the CREST International Manual are available
upon request from your Sponsor or on the Euroclear UK & Ireland section of www.euroclear.com.
CDIs and how they relate to international securities
As explained in Part A Chapter 4 section 2, CDIs are issued by the Depository to a CREST member
once confirmation is received from the CSD that international securities have been credited to the
CREST account with that CSD and details of the CREST member who is to receive the CDIs have
been provided. Such confirmation is sent over the communication links with CSDs referred to in
this Guide. The holders of CDIs are recorded on a register maintained in England. You agree that
any action you take in relation to the register will be against Euroclear UK & Ireland and not
against any agent appointed to keep the register and will be subject to the limits in the terms and
conditions [6.1.8 it/c].
24
The Depository will not take any responsibility for supervising the issuer of any international
securities and will not force any issuer to comply with any obligations it may have. You agree that
you will not try to make Euroclear UK & Ireland or any of its subsidiary companies make claims
against any issuer of international securities or its officers [6.1.5 it/c] [9.8 d/p].
The Depository holds (through the Custodian) the international securities on trust for the CREST
members who hold the relevant CDIs. The duties of the Depository are only as set out in the Deed
Poll. The Depository will not recognise any trust or other interest that any other person purports to
have in the international securities held by it even if it has actual notice of any trust or other
interest unless required by law to do so. The Depository does not accept any liability to any person
unless they are a holder of a CDI [2.10 d/p; 5.1 d/p].
The Custodian is appointed to hold the international securities (and related cash) on behalf of the
Depository. The Custodian acts in accordance with instructions from Euroclear UK & Ireland. In
most cases the Custodian will be CREST International Nominees Limited, a company owned by
Euroclear UK & Ireland.
Certificates
It is not usually possible to receive a certificate for a CDI. If for any reason you believe you require
a certificate you will need to contact your Sponsor to discuss whether or not this is possible. Even if
a certificate is issued it is not possible to transfer a CDI which is held in certificated form; in order
to transfer the CDI it has to be put back into the CREST system [2.6 d/p and Schedule d/p].
Your obligations
You agree with Euroclear UK & Ireland, the Depository and the Custodian that you will be bound by
the terms and conditions for the Links Service, each Deed Poll and all the relevant provisions in the
CREST Manual (including the CREST Rules) which apply to the Links Service from the date of your
admission as a CREST member. A summary of the main provisions of the standard Deed Poll and
the CREST International Manual which are relevant to you are outlined in this Guide. You may ask
for a full copy of these documents at any time. Your Sponsor will be provided with information
about any changes to the Deed Poll which are material and relevant to you as and when they are
made.
Indemnities
You agree with Euroclear UK & Ireland, the Depository and the Custodian that you give
the indemnities, warranties, representations and undertakings set out in the relevant
Deed Poll whenever you participate in the Links Service [3.3 it/c]. Where you are required
to give an indemnity you will be responsible for losses, expenses or other costs incurred by us in
certain circumstances. The indemnities set out in the CREST Personal Member Terms and
Conditions and the Deed Poll are summarised below.
• You indemnify Euroclear UK & Ireland and its subsidiary companies for any defect in
title to international securities acquired for your account or for any breach of law or
contractual obligations relating to the acquisition of international securities for your
account [4.1 d/p].
25
It is for you to be satisfied that you are able to hold international securities through the Links
Service and you will need to obtain any necessary consents before acquiring international
securities or for issues or distributions to you. Whether or not such consents are required is for
your Sponsor to advise you at the relevant time. Whenever the Depository holds international
securities for you, you will be treated as warranting that no one has any charge, pledge, right
or other interest over the international securities held for you and that the holding/transfer of
such securities does not breach any law, regulation or contractual obligation relating to the
acquisition of international securities for your account. For example, securities might be subject
to certain holding restrictions; if you acquire/hold such securities in breach of these restrictions,
Euroclear UK & Ireland may be required to take certain actions in the CREST system (such as
cancellation of the CDIs or transfer of the CDIs to another CREST member who will hold them
for you) to remedy the breach. In such circumstances you agree to indemnify Euroclear UK &
Ireland and its subsidiaries against any costs and liabilities which they may suffer as a result of
such breach.
• You indemnify the Depository and the Custodian in respect of any liabilities they
incur in carrying out their obligations in relation to you [11.1 d/p].
The Depository needs to be confident that it will not incur any liabilities as a result of holding
international securities for you. Without such indemnity the Depository would be unable to
provide the services which enable you to settle international securities in the CREST system in
the form of CDIs. As mentioned above, if for example you acquire securities in breach of
certain regulatory restrictions the Depository must be indemnified against any liability it may
suffer in order to remedy such breach. The indemnity you give does not however apply where
the liability is a result of the negligence, wilful default or fraud of the Depository or of any
Custodian or agent which is a member of the Euroclear group of companies or is the result of
the Depository failing to take reasonable care in selecting and using a Custodian or agent which
is not in the Euroclear group [11.1 d/p]. For example, if for any reason and through our
negligence a number of CDIs that we hold on behalf of another person are erroneously credited
to your CREST account, you will not be liable for any costs and liabilities that the Depository
and/or the Custodian may incur as a result of rectifying such error.
• You indemnify Euroclear UK & Ireland against any liabilities it suffers because of your
participation in the Links Service, except for liabilities caused by negligence, wilful
default or fraud of Euroclear UK & Ireland, the Depository or the Custodian [6.3 it/c].
Again, if for example, your participation in the Links Service causes Euroclear UK & Ireland, the
Depositor or Custodian to be in breach of legal or regulatory requirements, you will be
responsible for the losses, expenses or costs incurred by us in connection with such breach
unless and to the extent it is caused by or results from our own negligence, wilful default or
fraud.
• You agree with Euroclear UK & Ireland that if there is a shortfall in the amount of
international securities held by the Depository which Euroclear UK & Ireland
considers is attributable to you, it may at your expense make up the shortfall [6.2.2
it/c].
26
• You indemnify Euroclear UK & Ireland against any liabilities it may incur in
connection with you failing to comply with the requirements and restrictions relating
to the use of data provided by third parties (e.g. data supplied by participating
issuers and/or their registrars; data feeds from various third party vendors relating
to security details) as further described in Chapter 1, section 3 of the CREST
Reference Manual [7.1.4 t/c].
This indemnity is not specific to your participation in the Links Service but applies to your
CREST membership generally. Most importantly (i) you may only use information provided by
third parties to Euroclear UK & Ireland for purposes of your participation in the CREST system;
(ii) ownership of the intellectual property rights in the information remains with the third party
and does not transfer to you and (iii) you may not generally communicate or reproduce such
information without that party’s consent.
• Indemnities survive even if the Depository resigns or the depository arrangements
are terminated [11.2 d/p].
This means that the indemnities will continue to apply in respect of any liabilities caused during
your membership and/or participation in the Links Service even after resignation or
replacement of the Depository or Custodian and/or termination of the Deed Poll.
As the Links Service develops Euroclear UK & Ireland and its subsidiary companies will have to
consider whether there is a need to have more protection against liabilities they may incur as a
result of holding international securities for you. We may decide it is necessary to ask you to
provide a guarantee (perhaps from your Sponsor) [6.2.1 it/c]. If we decide to ask for this we would
give you enough notice so that you could cease using the Links Service if you did not want to
provide us with this cover.
When will a Euroclear group company be liable to you?
Summary of the liability position – scope and limitations
The Depository has the legal responsibility for issuing, cancelling and registering transfers of CDIs.
It undertakes to take reasonable steps to enable Euroclear UK & Ireland to give effect to the
provisions of the CREST International Manual in respect of corporate events and other matters
which relate to the international securities and any other property held by it on trust for CDI
holders [5.3 d/p]. The Deed Poll contains certain provisions which exclude and limit the liability of
the Depository, which are summarised in the section below headed ‘Deed Poll’.
Euroclear UK & Ireland is responsible for the Links Service which includes operating the CREST
side of the arrangements which enable the settlement and clearance of cross-border transfers. It is
also responsible for operating the CREST system through which CDIs are held and transferred. Its
liability for these activities is governed by the CREST Personal Member Terms and Conditions.
You should be aware that:-
• By participating in the Links Service you agree that any claim which you may have
against the Depository which could result in it making a payment or incurring other
27
financial cost, will be a claim which you will make against Euroclear UK & Ireland and
not the Depository, and will be subject to the limits described in the paragraph below.
Euroclear UK & Ireland undertakes to you that it will be responsible to you for the acts and
omissions of the Depository and any Custodian which are wholly owned subsidiaries of
Euroclear UK & Ireland on the same basis as if they were the acts and omissions of Euroclear
UK & Ireland. This is because the Depository is owned by Euroclear UK & Ireland and is only
being established separately for legal reasons. In particular the use of the Depository helps to
keep the international securities which are held for you separate from Euroclear UK & Ireland,
which is seen as important for your protection. However, since the Depository does not have
any assets of its own, it is thought more appropriate if Euroclear UK & Ireland is responsible for
payment of any damages or other financial expense [7 it/c] [9.1, 9.2, d/p].
• You may have a claim against Euroclear UK & Ireland if you suffer a direct loss from
your use of the Links Service as a result of negligence, wilful default or fraud on the
part of Euroclear UK & Ireland, the Depository, CREST International Nominees
Limited or CIN (Belgium Limited) or any other Custodian or on the part of anybody
for whom Euroclear UK & Ireland or the Depository is legally responsible, such as
employees who are acting on their behalf.
This means that we will only be responsible for losses which you suffer as a result of our
negligence, wilful default or fraud if such losses are a direct and foreseeable consequence of
such negligence, wilful default or fraud. A loss is considered to be foreseeable where it could be
contemplated by you and us at the time when you agree to be bound by the CREST Personal
Member Terms and Conditions, whether you do so expressly or through your actions.
• You will not be able to claim for indirect, special or consequential losses.
These are losses which happen as a side effect of the main loss or damage and which are not
foreseeable by and us; Euroclear UK & Ireland will not be responsible for such losses. For
example if, for any reason, the number of CDIs credited to your CREST account fell short of
your entitlement as a result of our negligence, wilful default or fraud, we would make up for
any shortfall in CDIs not credited to you; we would not however make up for any loss of profit
which you may suffer as a result of not being able to sell the underlying shares which were not
credited at a particular price.
• The maximum amount that can be recovered for a claim is capped so that the total
liability to all claimants in respect of a particular matter will not exceed £40,000,000
(the limit is £20,000,000 for claims which are linked in some way to events before 3
July 2000) [5.7 t/c]. If the same event gives rise to valid claims from a number of
people which total more than this amount, then this amount will be shared between
the people with valid claims according to the value of their claim [5. t/c].
However, the liability cap does not apply where we are liable for death or personal injury
resulting from our negligence and under no circumstances is Euroclear UK & Ireland entitled to
retain any benefit that we may receive at your expense as a result of our negligence, wilful
default or fraud [18.12.5 t/c] [7 it/c].
28
Deed Poll
The following summarises the deed poll provisions which further affect the liability position of the
Depository (and thus Euroclear UK & Ireland). They do not otherwise affect Euroclear UK &
Ireland’s liability which is as described in the section above entitled ‘When will a Euroclear group
company be liable to you’.
• The Depository is not liable for its acts and omissions in certain circumstances.
The Depository will not be liable if as a result of:
a) a legal or regulatory provision; or
b) the legal documentation of an issuer of international securities; or
c) any refusal or failure of Euroclear UK & Ireland or of any other person to provide any service
in relation to the CREST system or any failure of the CREST system; or
d) any act or omission of the CSD or failure of a CSD system; or
e) any other computer failure; or
f) any circumstance beyond the Depository’s reasonable control; or
g) the provisions of the CREST Manual (including the CREST Rules);
the performance of its obligations is delayed or prevented or has to be done in a different way
from that envisaged by the Deed Poll or the documentation for the Links Service [9.3 d/p].
• The Depository can act on communications and documents which it reasonably
believes in good faith to be genuine and provided this is so, it will not be liable if it
later appears that the communication was not genuine, accurate or properly
authorised [9.5 d/p].
• The Depository is authorised to act (or take no action) on the advice of or in reliance
on documents and information received from certain sources [9.6 d/p].
The Depository will not be responsible for acting (or not acting) in reliance upon certificates
and information it obtains from reputable advisors, issuers of international securities and other
service providers (including CSDs). It may also rely on information it receives from persons
who deposit international securities or who are entitled to the issue of CDIs. It is entitled to
receive that advice or information in whatever way is most convenient, including by e-mail and
other electronic communications and is not liable if the advice, certificate or information
subsequently turns out to be forged or not genuine or accurate.
• The Depository will act as it thinks appropriate in order to comply with legal and
regulatory requirements which bind it [9.13 d/p].
It is under no obligation to do anything which it reasonably thinks would cause it to be liable to
a third party [9.13 d/p].
29
• The Depository may require you to provide certain information and it may pass on
certain information about you.
Because the Depository holds international securities for you, CREST may need to ask you for
information from time to time. This may mean you have to provide evidence or declarations of
nationality or residence. You agree that CREST may give information it has about you and your
activities to the CSD or to the issuer of the international securities without restricting its use of
the information. You must also comply with all foreign laws and all requirements of foreign
companies concerning the provision of information to them [5.4, 17 d/p] [6.1.6 it/c].
• The Depository is not liable if the international securities or cash held by it are
reduced because of any tax liability suffered by the Depository in respect of the
international securities or payments made in respect of them.
The Depository can (if necessary by selling some of the securities or other property it holds)
make such deductions from the securities or other property it holds as is necessary in order to
comply with its obligations to account for tax liabilities [9.11 d/p].
• The Depository is not obliged to expend its own money in performing its duties and in
exercising its rights and powers, but if it does so it can recover any monies so spent
by making deductions from the securities or other property held by it (including by
selling any part of the securities or other property) [9.14 d/p].
General provisions in the Deed Poll and in the terms relating to the Links Service
Please note:-
• Euroclear UK & Ireland is not liable for any CSD and you agree that you will not
require Euroclear UK & Ireland to make claims against a CSD or its officers [6.1.5
it/c].
Of course Euroclear UK & Ireland will always act reasonably in assessing any remedies it may
have against CSDs where their acts cause loss. Where we are able to recover compensation
from a CSD or other person for losses suffered by CREST members it is our general policy to
account for any compensation received to the CREST members who suffered as a result of the
event in respect of which compensation is paid.
• We will not be liable to you for acting on messages received through certain
communication links save where we have actual notice of any defect at the time of
receipt and it is practicable to halt the processing of such message [6.1.1 it/c; 9.5
d/p].
In order for the Links Service to work there are communication links between the CREST
system and the overseas system and between Euroclear UK & Ireland and its bankers which
are used for giving instructions and information. These links are not part of the CREST system
and so we are not responsible for operating them. You accept that we can act in reliance on
messages which are received through these communication links (and can authorise a CSD or
any other relevant person to do so) even if it is later discovered that a message received
through such a link is not genuine or is invalid or inaccurate.
30
• When we participate in a CSD we will have to do so on that CSD’s normal terms and
conditions of business unless we are able to negotiate other terms. If by complying
with these terms and conditions we have to breach the provisions of the agreement
or the Deed Poll we will not be liable to you [6.1.4 it/c].
• If a company which is not in the Euroclear group acts as the agent of the Depository
or as Custodian then the Depository will not be liable for the agent or Custodian
unless it has not acted reasonably in appointing them or in continuing to use them
[9.2 d/p].
• Any communications between us and you are sent to and from you at your own risk
[9.15 d/p].
When we say that we are not liable to you or responsible to you for any particular matter we mean
that Euroclear UK & Ireland and its subsidiary companies will not be responsible for any liabilities
you suffer as a result of that particular matter however such a liability could arise. However,
nothing excludes or limits our liabilities for death or personal injury resulting from negligence. And
nothing excludes our liability for fraud. Nothing limits our liability below the amount of any benefit
Euroclear UK & Ireland has received as a result of the matter giving rise to the liability [7 it/c]; in
other words, we will not retain any monetary benefit that we may receive at your expense as a
result of the act or omission giving rise to our liability.
Dividends, stock distributions, benefit claims
The following summarises the key provisions of the CREST International Manual.
Dividends and interest payments
Euroclear UK & Ireland will fix record times and dates for determining which CDI holders are
entitled to distributions or other rights which relate to international securities. Your Sponsor can
access these details for you. If we receive a cash distribution (such as a dividend on a share or
interest payment on a bond) in a CREST currency (i.e. sterling, euros or US dollars) and you have
a CREST cash memorandum account in that currency, the dividend will be paid to you by crediting
your CREST cash memorandum account. If you do not have a cash account in the currency of the
distribution you will receive the dividend in the first of the following currencies in which you have a
CREST account: (1) euros; (2) sterling; (3) US dollars. This is unless you have told us in advance
via your Sponsor that you wish to receive the distribution in its original currency or in a different
currency in which you have a CREST account. If your distribution is not being paid in its original
currency, we will execute a foreign exchange transaction at such rate as we consider is fair and
reasonable. This could of course affect the value of the distribution. If for any reason any payment
due to you is not claimed within twelve years from the date of payment it will be retained as an
additional fee and you will cease to be entitled to it.
Stock distributions
If securities are issued by way of distribution to Euroclear UK & Ireland as the holder of an
international security then we will normally create further CDIs to reflect the distribution. However,
the type of property which could be distributed in respect of international securities is so wide that
31
it may not always be lawful or appropriate to create further CDIs. In this case we will distribute
property to the CREST members in whatever way we consider most practicable. If however we
consider any such distribution is not practicable or contrary to law or regulation we will, so far as
reasonably practicable, sell the distributed property for such price as we consider reasonable in all
the circumstances. The net proceeds will then be distributed as a cash distribution to CDI holders.
If a registration requirement must be complied with in order to receive a particular type of
distribution, Euroclear UK & Ireland will not make any distribution or make available any rights to
CDI holders unless we believe that the registration requirement has been complied with. If, in
order to offer property being distributed to CDI holders Euroclear UK & Ireland would be required
to comply with the foreign registration requirement, we will not do so and will not therefore be able
to make the distribution.
Benefit claims
Benefit claims arise when a benefit, such as a dividend, is paid by an issuer to a person who has
since sold, or agreed to sell, the securities to which the benefit relates on terms that the benefit is
also to be passed to the buyer. If benefit claims arise in relation to UK securities or as a result of
the transfer of CDIs from one CREST member to another, those claims will be dealt with as
described in the CREST Reference Manual.
The position is different if you trade in international securities and the buyer or seller is not a
CREST member. These trades settle by the credit or debit of securities to or from Euroclear UK &
Ireland’s account in the CSD. In some cases, the CSD will adjust the balance on our account with it
to reflect benefit claims relating to international securities. We will distribute to you any credits
which relate to your trades and the agreements relating to the Links Service contain provisions
which enable us to recover any debits from you which relate to your trades.
Each CSD may operate in a different way and you should therefore ask your Sponsor for the
specific details in relation to any particular link.
Corporate Actions
If a corporate event happens in respect of an international security which entitles the holder to
subscribe for further securities, Euroclear UK & Ireland may, to the extent we consider it to be
lawful and practicable to do so, make arrangements to enable CREST members to request us to
exercise such rights on their behalf. Your Sponsor is responsible for advising you of any
requirements that apply. If it is not legal or practicable for Euroclear UK & Ireland to make such
arrangements we may take action to dispose of the rights or exercise them and sell the resulting
shares. In any event the net proceeds will be distributed to CDI holders.
We do not distribute fractions of entitlements but instead retain them as an additional fee.
Where international securities are subdivided or consolidated we have certain powers to take such
action as we think necessary or desirable to deal with the consequences of the subdivision or
consolidation on the CDIs in issue and the international securities held by us.
If a takeover offer is made for international securities we hold for you, your Sponsor should notify
you as to what action you need to take to accept the offer. In certain limited circumstances in
32
order to facilitate corporate events Euroclear UK & Ireland may restrict the ability to transfer and
withdraw CDIs – this will usually be in order to enable you and us to meet your obligations in
respect of elections or acceptances made by you. The Links Service does not generally exercise
voting rights on behalf of Personal Members, nor does it send reports and accounts of issuers or
other notices to CDI holders.
Tax
All CREST members are treated as taxable for UK tax purposes – if you think you may not be
taxable you must consult your Sponsor who will advise you on what action you need to instruct him
to take. Before we make any payment to you in respect of international securities we will deduct
any amount that we are required to deduct in respect of any taxes which may be payable (whether
in the UK or abroad). We do not have any obligation to apply the provisions of any tax treaties
when making such deductions.
Money and fees
You have a contractual obligation to pay to us all fees and tariff charges incurred by you in relation
to your use of the CREST system. For practical reasons however your Sponsor will be responsible
to discharge the fees and tariff charges on your behalf and we will invoice your Sponsor for these
purposes. This means that you are not usually required to pay the fees and tariff charges directly
to us although you will remain liable to do so if and to the extent your Sponsor fails to pay on your
behalf. The CREST Tariff is available on the Euroclear UK & Ireland section of our website
www.euroclear.com. The amount that your Sponsor charges you will depend on the arrangements
that you have with your Sponsor.
If Euroclear UK & Ireland receives any other remuneration from any person in respect of your use
of the Links Service it will be entitled to keep such additional benefit and not account to you for it
[5.1 it/c].
The Depository may recover all taxes, duties, charges, costs and expenses attributable to your
holdings or otherwise due to the Depository from you (for example under the indemnities given by
you), by charging them to you, or by making appropriate deductions from distributions to or
property held for your account, or by selling all or part of your international securities or other
assets and making appropriate deductions from the proceeds of sale [10.2, 11.1 d/p].
If you owe any money or will owe any money to us under the terms and conditions and/or Deed
Polls for the Links Service you give an irrevocable authority to Euroclear UK & Ireland, the
Depository and the Custodian to cause the relevant sum to be collected through the CREST
payment system by debiting your cash memorandum account in the CREST system (without giving
you prior notice). If you owe money in a currency which is not the same as the currency of your
cash memorandum account we may convert the sum you owe so that we can deduct it from your
cash memorandum account. The exchange rate used will be the rate held in the CREST system at
the time unless we do not keep that information in which case it will be at such a rate as we
reasonably consider is appropriate [5.2, 5.3 it/c].
You agree that if the Depository or the Custodian holds any money for you that no interest will be
paid on that money and that they may retain any interest earned [3.4 it/c; 3.2 d/p].
33
In all normal circumstances it is expected that dividends and other monies we receive for you will
be paid without delay to your CREST account – and then you will receive such interest on the
money as you have agreed with your Sponsor.
We may hold money in client bank accounts outside the UK on a pooled basis pending distribution
and this money may not be protected as effectively as money held in a bank account in the UK. In
particular, the relevant bank may be entitled to combine funds held in a client bank account with
any other account of Euroclear UK & Ireland, the Depository or the Custodian or to exercise any
right of set-off or counter claim against money held in a client bank account in respect of any sum
owed to it on any other account by Euroclear UK & Ireland, the Depository or the Custodian [6.1.9
it/c].
Euroclear UK & Ireland agrees to take reasonable care in selecting and using any person who
provides banking and related services in connection with the Links Service but CREST is not
responsible for the acts and omissions of any such person although it will account to you for any
compensation it receives in respect of losses you suffer. You agree that you will not take any direct
action against any person who provides such services [6.1.10 it/c].
Legal provisions about transfer
When you are acquiring securities from a person who is a member of an overseas system there will
usually be special arrangements. These arrangements provide that for a short period before the
transfer is made the securities are ‘reserved’ for the transfer by the overseas system. The purpose
is to enable CREST and the overseas system to coordinate the transfer between the participants in
the different systems. You agree with CREST that:
• you will not make any claim against CREST in respect of any securities which are ‘reserved’ for
the transfer under these arrangements while they are so reserved; and that
• CREST can make arrangements with the overseas system to ensure that the seller keeps rights
to the securities being transferred until the time when you become entitled to them. For this
purpose you become ‘entitled’ to a UK security when it is credited to your CREST stock account
and you become ‘entitled’ to an international security when it is credited unconditionally to
CREST’s account in the overseas system [4 it/c].
The CREST Manual contains a special provision designed to protect you (and the buyer) when you
are transferring a security to a participant in an overseas system. This provision means that, if the
CSD rejects the transfer, you are entitled to have the securities returned to you. Once the
securities have moved out of your account however, they will not be returned to you. Under this
provision you are treated as declaring certain trusts to produce this effect. For completeness, the
following is the relevant provision from the CREST International Manual, Chapter 4 section 9:
“When a CREST member inputs an instruction to transfer CREST securities or CDIs (in either case,
‘relevant securities’) utilising the international settlement links and using the cross-border
transaction type, he thereby irrevocably and unconditionally accepts that, immediately prior to the
credit of the relevant securities by the CREST system to the CSD’s reserve balance and without
further action on the part of the member, his entitlement to the relevant securities shall become a
‘seller entitlement’ and the CSD shall have a ‘buyer entitlement’.
34
A ‘seller entitlement’ is one which:
• on receipt by the Operator of the message from the relevant CSD confirming its acceptance
of settlement of the transfer, shall terminate automatically;
• on receipt by the Operator of either a message from the relevant registrar rejecting the
RUR in respect of the transfer to the relevant CSD’s reserve balance or a message from the
relevant CSD confirming its rejection of the settlement of the transfer, shall entitle the
member to have the relevant securities credited to the available balance of his relevant
member account free from any buyer entitlement; and
• where the relevant securities are CDIs, shall entitle the member to receive all rights and
benefits attributable to the relevant securities to which the CSD may become entitled
during the period when the relevant securities are credited to the CSD’s reserve balances.
A ‘buyer entitlement’ is one which:
• on receipt by the Operator of the message from the relevant CSD confirming its acceptance
of settlement of the transfer, shall entitle the relevant CSD to have the relevant securities
debited from its reserve balance and either cancelled (in the case of CDIs) or credited to its
available balance (in the case of CREST securities) free from any seller entitlement; and
• on receipt by the Operator of either a message from the relevant registrar rejecting the
RUR in respect of the transfer to the relevant CSD’s reserve balance or a message from the
relevant CSD confirming its rejection of the settlement of the transfer, shall terminate
automatically.
The trusts declared by the member by such input shall be constituted by the credit of the relevant
securities to the reserve balance of the relevant CSD without any action or further action on the
part of the relevant CSD.”
(Note: Sometimes the reserve balance used will be that of the relevant nominee company e.g.
CREST International Nominees Limited rather than the CSD. If this is the case equivalent
provisions apply but on the basis that the nominee will hold the securities in accordance with the
entitlements referred to above.)
For technical reasons rights and benefits relating to the securities being transferred will be
delivered to you if they arise before the transfer is complete (although under market rules you may
have to pass these over to another person – your Sponsor can advise you if this is so). No elections
or acceptances will be made for you during the short period when securities are in the course of
crossborder transfer.
Finally, the laws and practices of countries outside the United Kingdom necessarily apply to many
aspects of the Links Service and the holding of international securities. While we investigate and
seek to satisfy ourselves in general terms as to the possible impact of those laws and practices,
with a view to making generally viable assumptions as to the relevant foreign legal issues, we do
not guarantee that these assumptions are correct or in all circumstances applicable. The CREST
International Manual sets out the basic assumptions, and particular issues or qualifications that
arise in relation to particular links, in greater detail.
35
Termination
The Links Service consists of a number of links to overseas systems. Each link is a separate service.
If for any reason an arrangement with an overseas system is terminated Euroclear UK & Ireland
will give you at least 30 days prior written notice (unless it has to give you shorter notice because
of the arrangements it has with the overseas system) [2.3 it/c].
If a particular link is terminated (either completely or in respect of certain securities) then if CDIs
remain in issue after the date of termination we will sell the property represented by such CDIs and
will account to CDI holders for the net proceeds (without interest) [14.2 d/p].
You can terminate your participation in the Links Service at any time by ceasing to hold CDIs and
(if you have previously ‘opted-in’) by opting out of the cross-border functionality (save that it is not
possible to prevent CDIs being credited to your member account as a result of a corporate action).
No special charges apply on your ceasing to participate in the Links Service. You will not be able to
continue holding CDIs if your CREST membership is terminated. In certain circumstances it may be
appropriate for Euroclear UK & Ireland to require you to cease holding international securities
through the Links Service. For example this could happen if:
• the fact that you hold CDIs or an interest in the international securities causes us a legal or
regulatory difficulty overseas or breaches the requirements of the issuer of the international
securities or, in our opinion, might result in Euroclear UK & Ireland suffering a taxation or
financial disadvantage which it might not otherwise have suffered; or
• you are unable to give us information we need in order to carry out our functions in accordance
with applicable law and regulations; or
• you are suspended as or you cease to be a CREST member (or you breach any CREST
requirements (including your obligations in relation to any international link facility) [7.1d/p)].
In these circumstances (if you do not make suitable arrangements with your Sponsor) it may be
necessary for us to transfer your CDIs to another CREST member who will hold them for you [3.5
it/c], or to cancel your CDIs and either transfer the international securities to you, or if we think it
is appropriate, sell the international securities and give you the net proceeds. Alternatively we may
require you to convert the CDIs into certificated form. We will deduct any applicable fees, costs and
taxes before delivering securities or cash to you [7.2 d/p]. Any obligations to make payments to
the Depository and indemnify it which have not been satisfied by termination remain in place after
termination [14.3 d/p].
Miscellaneous
A single Deed Poll is made for the Links Service. It may be necessary for particular provisions to be
made for particular links, depending upon the local arrangements. When a new link is announced
we will notify your Sponsor of any changes to the Deed Poll. The international securities which are
available over each link are detailed in the CREST system and your Sponsor can access these
records. For legal reasons it is not always possible for us to offer a service in every international
security that can be held in an overseas system.
36
The Depository has power to combine into one Deed Poll the deeds which relate to two or more
CSDs and substitute CDIs with substantially similar rights.
It is only in exceptional circumstances that we provide a service (for which we may charge) to
enable you to deposit or receive certificates for international securities.
The Depository can appoint agents to carry out its functions but, where it does so and it considers
this to be material, it will give notice to your Sponsor of such appointment [12 d/p].
The Depository can amend and supplement the Deed Poll from time to time. Any amendment
which in the reasonable opinion of the Depository could be materially prejudicial to CDI holders will
be notified to your Sponsor [16, 18 d/p.]
We will not lend or charge your securities in favour of any other person as security save as
provided, in respect of any particular link, in the CREST Manual [10.1 it/c].
The Depository will (through the Custodian) hold the entitlements to the international securities on
trust for you and other holders of CDIs of the same series collectively in the same name or in a
fungible account, but the underlying international securities of each class will not be identifiable by
separate physical documents of title or otherwise.
Written notices given by you to the Depository can be sent by post to the Company Secretary, 33
Cannon Street, London EC4M 5SB [18 d/p.]
All of the arrangements between Euroclear UK & Ireland, CREST Depository and CREST members
are governed by English law and subject to the jurisdiction of the English courts [21 d/p].
37
Chapter 6: Complaints
If you have a complaint about the way in which Euroclear UK & Ireland has performed its functions
(under either the domestic or the Links Service) Euroclear UK & Ireland operates an ‘out of court’
complaints procedure. Complaints must generally be made in writing to Euroclear UK & Ireland
within three months of the date on which you first become aware of the circumstances giving rise
to the complaint. If the matter is not resolved to your satisfaction, you may refer your complaint to
the complaints investigator (who is independent of Euroclear UK & Ireland) within three months of
Euroclear UK & Ireland’s response to your complaint. Full details of the complaints procedure are
set out in the CREST Rules.
38
Chapter 7: Serving notices on Euroclear UK & Ireland
In nearly all circumstances, your Sponsor will handle all your CREST business for you and you
should deal with your Sponsor when giving instructions to buy and sell shares and when looking for
information about your shareholdings.
Urgent notices
There are certain urgent matters which must be notified to us immediately by telephone, fax or e-
mail, such as if someone is trying to stop you transferring your shares or if you think a petition is
to be presented to make you bankrupt (as required by clauses 2.1.3 and 2.1.4 of the CREST
Personal Member Terms and Conditions). Urgent notices should be given to Client Data
Management either:
(i) by telephone (ask for the Manager of the Client Data Management team) to +44 (0)20
7849 0998;
(ii) by fax to +44 (0) 8418 6908; or
(iii) by e-mail to [email protected].
In the case of telephone notices, written confirmation must also be given either by post to the
address set out below or to the fax number or e-mail address referred to in this paragraph.
Cancellation notices
Notice that you wish to cancel your CREST membership in accordance with clause 13.1 of the
CREST Personal Member Terms and Conditions should be given to Client Data Management either:
(i) by telephone (ask for the Manager of the Client Data Management team) to +44 (0)207849
0998;
(ii) by fax to +44 (0)20 8418 6908;
(iii) by e-mail to [email protected]; or
(iv) in writing to the postal address set out below.
Notices of change to membership details
In other situations you may also need to get in touch with Euroclear UK & Ireland, such as when
you need to inform Euroclear UK & Ireland that:
• you wish to change the amount of your Personal Members Net Settlement Limit or the identity
of your Sponsor or Payment Bank;
• you wish to terminate your membership (which you can do at any time).
When you do so you should write to:
Client Data Management
Euroclear UK & Ireland Limited
33 Cannon Street, London EC4M 5SB
39
Or fax to +44 (0)20 8418 6908
Or email to [email protected]
You should quote your Membership Number (which Euroclear UK & Ireland notified to you when
confirming your admission as a Personal Member) in all correspondence with Euroclear UK &
Ireland.
Any other notices
Please consult clause 15 of the CREST Personal Member Terms and Conditions.
40
41
Part B CREST Personal Members Terms and Conditions
August 2013
42
Part B: CREST Personal Member Terms and Conditions
1. Your Sponsor; your relationship with Euroclear UK & Ireland
1.1 These CREST Personal Member Terms and Conditions shall be interpreted in accordance
with clause 18. ‘We’ and ‘EUI’ refers to Euroclear UK & Ireland Limited. ‘You’ refers to the
person(s) admitted as a CREST Personal Member.
1.2 You must at all times have a CREST sponsor who has been authorised by you to send
CREST messages attributable to you and to receive CREST messages on your behalf. EUI does not
accept any liability to you for any loss which you incur as a result of the acts and omissions of your
Sponsor. If your Sponsor gives the CREST system an instruction, it will generally be implemented
by the system regardless of any instruction you try to give us to vary or reject it.
It is important that you understand that your Sponsor is fully empowered to act on your behalf and
that you will be bound by any CREST messages or other messages your Sponsor sends to us,
whether or not you authorised him to do so. Your Sponsor should be regulated under the financial
services legislation if he is in the UK. You can set a limit on the net value of transfers which can be
made out of your membership on any one day. You can also change your Sponsor at any time. You
need to complete a form to do either of these – the forms are available from EUI. The secure and
timely delivery of messages to the CREST system is the responsibility of your Sponsor and/or its
network provider (see clause 8).
1.3 Your Sponsor is independent of EUI and has no authority to give any advice or waiver, or
make any representation, on behalf of EUI.
1.4 When we agree to provide services to you as a CREST member we do not assume any
responsibility towards any person other than you.
1.5 The CREST Personal Member Terms and Conditions give us certain powers to suspend and
terminate your membership, and also give you the right to: (i) cancel your membership during a
period of fourteen days beginning on the day after being admitted as a CREST Personal Member by
EUI, but such right being no longer available if you effect any transaction in the CREST system as
set out in clause 13.1; and (ii) otherwise to terminate your membership on thirty days notice to us
at any time as set out in clause 13.4. You may also authorise your Sponsor to give us an
instruction to (i) cancel or (ii) terminate your membership and you authorise us to accept any such
instruction that we receive from your Sponsor without checking with you.
2. Your obligations to notify us of certain matters; warranties from you
Changes in personal and Sponsor details
2.1 You undertake to us that you will notify us in writing at the address and for the attention of
the person specified in Chapter 7 of the Guide (or you will notify your Sponsor for onward
transmission to us):
43
2.1.1 without delay of any change in your name or address details held by us, and of any
inaccuracy in the details of your shareholdings which we hold;
2.1.2 immediately of:
(a) any suspension, termination or withdrawal by you of your Sponsor’s appointment or
authority to act as your CREST sponsor; and/or
(b) any proposed appointment by you of a replacement CREST sponsor by using the
relevant forms which can be obtained from EUI or printed from the Euroclear UK & Ireland
section of our website www.euroclear.com.
Events which may affect your legal right to transfer securities or exercise other rights,
benefits or privileges conferred by securities
2.1.3 You agree that you will only transfer by means of the CREST relevant system securities
which you are able to transfer free from any interest of any person. If you believe or
become aware that any of the following could happen or has happened, you agree that you
will notify us immediately as a matter of urgency in the manner specified in Chapter 7 of
the Guide, or that you will tell your Sponsor immediately in a way which ensures that your
Sponsor understands that the matter is urgent:
(a) that a stop notice is to be served in respect of any securities held by you through
the CREST relevant system;
(b) that an application is to be made for a court order which, if granted, would in any
way restrain the transfer of title to securities held by you through the CREST relevant
system or the exercise of any rights, benefits or privileges attaching to or arising from such
securities;
(c) if you receive a stop notice or court order of the kind described in (a) or (b) or
become aware that any such order has been or is to be served on any other person;
(d) that any other event is likely to occur or has occurred which could affect your right,
capacity or ability to transfer title to securities held by you through the CREST relevant
system or exercise any rights, benefits or privileges attaching to or arising from such
securities.
In the case of telephone notices you must also send us a written confirmation to the address and
for the attention of the person specified in Chapter 7 of the Guide, although we will not wait for this
if we think we need to take urgent action.
Events which mean you have financial difficulties
2.1.4 If you believe or become aware that any of the following could happen or has happened,
you agree that you will notify us immediately as a matter of urgency in the manner
specified in Chapter 7 of the Guide, or that you will tell your Sponsor immediately in a way
which ensures that your Sponsor understands that the matter is urgent:
(a) the presentation of any petition, or the making of any application, to make you
bankrupt;
44
(b) the appointment or purported appointment of a manager, trustee or similar person
in respect of yourself or any of your property;
(c) your appearing to be unable to pay or to have no reasonable prospect of being able
to pay any debt (as those expressions are defined in section 268 of the Insolvency Act
1986);
(d) the proposal of a voluntary arrangement in respect of you under the Insolvency Act
1986;
(e) the making of any application in respect of you for an interim order under the
Insolvency Act 1986;
(f) if you stop, suspend or threaten to stop or suspend payment of all or any part of
your indebtedness. If you commence negotiations with any one or more of your creditors
with a view to the general readjustment or rescheduling of all or any part of your
indebtedness or the making of a general assignment for the benefit of or composition with
your creditors. If a moratorium is agreed, declared or otherwise obtained in respect of, or
affecting, all or any part of your indebtedness;
(g) the occurrence under the laws of any jurisdiction other than the UK of anything
analogous to or having a substantially similar effect to any of the events described in
subclauses (a) to (f) inclusive in relation to you.
In the case of telephone notices you must also send us a written confirmation to the address and
for the attention of the person specified in Chapter 7 of the Guide, although we will not wait for this
if we think we need to take urgent action.
You must also promptly notify us of the making of any order or appointment or the occurrence of
any other relevant event, consequent upon any of the above.
2.1.5 You agree that upon becoming aware of any of the events referred to in clauses 2.1.3 and
2.1.4 you will:
(a) not (except with our prior consent) take any steps which could result in your
holding any further securities in the CREST relevant system (whether by virtue of a transfer
to you or otherwise);
(b) take all steps available to you within the CREST relevant system to prevent any
transfer of securities to you or by you (including any transfer to an escrow balance) except
any transfer which has our prior consent;
(c) not (except with our prior consent) take any steps which could result in any
dematerialised instructions attributable to you in connection with the CREST Voting Service
being sent by means of the CREST relevant system; and
(d) take all steps available to you within the CREST relevant system to prevent any
dematerialised instructions attributable to you being sent in connection with the CREST
Voting Service, except any dematerialised instruction which has our prior consent.
45
Warranties
2.2 You warrant, represent and undertake to us that:
2.2.1 all the details about you contained in the Admission Agreement are and, unless we have
been notified to the contrary, remain correct;
2.2.2 all details about you which you provide to us (or to your Sponsor for onward transmission
to us) in the future will be correct;
2.2.3 you will notify us immediately if you become aware of any inaccuracy in any other
information which you have provided, or in future provide to us (or to your Sponsor for
onward transmission to us);
2.2.4 any form of transfer in respect of securities in paper form presented by or for you for
transfer to a CREST member will be properly and validly executed (whether executed by
you or by any other person);
2.2.5 you will not convert or seek to convert any security held by you in certificated form into
uncertificated form if you are aware of any want of or defect in your title to such security;
and
2.2.6 you have full power to employ the services of your Sponsor.
3. Disclosure of information about you
You acknowledge, agree and accept that:
3.1 information held by us or within the EUI systems about you and your activities may be
provided by us from time to time to (or we may permit access to the same from time to time by):
3.1.1 any UK or other regulatory or governmental or taxing authority, body or agency (whether
or not we are required by law to do so);
3.1.2 any person where or to the extent that we are permitted or required to do so by law or by
a court order;
3.1.3 any person where the information is or becomes generally available in the public domain
other than as a result of unauthorised disclosure by us;
3.1.4 the Relevant Central Bank and the UK Debt Management Office in the manner specified in
the CREST Manual;
3.1.5 any Associate of EUI or any third party supplier of services to EUI (or an Associate of EUI)
to be used and/or disclosed for such purposes and in the manner specified in the CREST
Manual, provided that in any such case such Associate or third party supplier of services to
EUI (or an Associate of EUI) shall have agreed in advance with EUI (or in the case of a third
party supplier of services to an Associate, with the Associate) that it shall receive and keep
such information subject to substantially the same obligations, if any, that EUI (or in the
case of a third party supplier of services to an Associate, the Associate) itself is subject to
in respect of such information;
46
3.1.6 any exchange, clearing house or operator of a Multilateral Trading Facility or an Alternative
Trading System, to be used and/or disclosed for such purposes and in the manner specified
in the CREST Manual;
3.1.7 the settlement bank appointed by you in respect of each designated currency (if applicable)
for such purposes and in the manner specified in the CREST Manual;
3.1.8 another CREST member for such purposes and in the manner specified in the CREST
Manual;
and by accepting the CREST Personal Member Terms and Conditions you expressly consent
to the disclosure of information in the circumstances specified above.
3.2 (without prejudice to clause 3.1) information held by us or within the EUI systems which
relates to your stock lending and/or stock borrowing activities may from time to time be used by us
and/or disclosed by us to (or we may permit access to the same from time to time by) any person
who is identified as a recipient of such information in the CREST Manual, but in each such case only
for the purpose or purposes and in the manner specified in the CREST Manual; and, by accepting
the CREST Personal Member Terms and Conditions, you expressly consent to the use, disclosure
and access referred to in this clause 3.2;
3.3 we will not be obliged to reveal to you any information disclosed to us which is
confidential information, revenue information or specially protected information within the meaning
of Sections 348(2), 350(7) and 353(A) respectively of the Financial Services and Markets Act 2000
or any other information disclosed to us by any UK or other regulatory or governmental authority,
body or agency or by the Relevant Central Bank.
3.4 we may publicise from time to time, in such manner as we may determine, information
relating to compliance by you with any of the CREST Requirements. We shall not be liable to you in
respect of any Liabilities suffered or incurred by you as a result of any such publicity or any errors
in any such publicity made in good faith by us.
Please note that Schedule 1 (and the provisions of the Deed Poll) also authorise the disclosure of
information by us, the Depository and the Custodian to other persons in the context of the Links
Service.
4. Instructions
4.1 You agree that we can, without making further enquiries, execute or otherwise act upon:
4.1.1 instructions or information or purported instructions or information received through the
EUI systems or the Payment Network; and
4.1.2 instructions or information or purported instructions or information received in accordance
with the CREST Manual or the CREST Rules otherwise than through the EUI systems or the
Payment Network;
even if afterwards it is discovered that any such instruction or information or purported instruction
or information was not genuine or was not correct or was not sent with the authority of any person
on whose behalf it was expressed to have been sent or was not initiated by the person entitled to
47
give it or was not initiated through the systems, gateway, workstations and associated equipment
(as the case may be) operated by such person.
4.2 You also agree that we can, without making further enquiries, act upon any written
instructions or information or purported instructions or information which relates to you and is
received in accordance with the CREST Manual or the CREST Rules. This includes communications
which are from or purport to be from you, your Sponsor, a CREST VSP appointed by you or any
person reasonably believed by us to be a person who is legally able to act on your behalf or to be a
person notified by you as having authority to act on your behalf, even if afterwards it is discovered
that any such instruction or information was not genuine or was not correct or was unauthorised.
4.3 Nothing in clauses 4.1 or 4.2 shall entitle us to execute or otherwise act upon an instruction
or information or purported instruction or information if at the time we received it or at any time
thereafter we had actual notice that:
4.3.1 it was not genuine or any information contained in it was incorrect; or
4.3.2 it was not sent with the authority of the person on whose behalf it was expressed to have
been sent or it was not initiated by the person entitled to give it; or
4.3.3 it was not initiated through the systems, gateway, workstation and associated equipment
(as the case may be) operated by the person entitled to give it;
and at the time we received the actual notice it was practicable for us to halt the processing of the
instruction or information or purported instruction or information.
4.4 We shall not be liable to you for any Liabilities which you suffer or incur as a result of us
having executed or otherwise acted upon any instruction or information or purported instruction or
information that we were entitled to execute or act upon under clauses 4.1 or 4.2.
5. Our Obligations
5.1 We undertake to you that we will take reasonable care to cause the EUI systems and the
CREST services to operate in all material respects in the manner described in the CREST Manual.
We shall not be liable to you for any Liabilities which may be suffered or incurred by you as a result
of the EUI systems or the CREST services or the manner in which the EUI systems or the CREST
services operate at any particular time not being adequate or sufficient for any specific purpose of
you or any other person, whether or not we are aware of any such purpose.
5.2 The undertaking in clause 5.1 is subject and without prejudice to, (a) our ability to alter the
provisions of the CREST Manual and/or the CREST Rules; and (b) the limitations on the scope of
our obligations to you, and the limitations on, and exclusions from, our liability to you, provided for
in the CREST Personal Member Terms and Conditions.
Note: We have arrangements with the Bank of England to cooperate with each other to enable
each of us to supply services to our respective customers as efficiently as possible. The Bank of
England has no responsibility to you for anything it does under these arrangements but we accept
certain responsibilities for the Bank of England – see clauses 9.6 and 18.13.
48
Note: The CREST Manual lists certain factors which can affect the time within which we can
process messages sent to the CREST system.
5.3 We undertake that if the services provided by the EUI systems or the CREST services are
interrupted (whether by us or otherwise) for any reason (including but without limitation as a result
of a software error or fault) we will take reasonable care to minimise the duration of any
interruption or to otherwise take the action provided for or described in the CREST Manual and
(wherever practicable and appropriate) to operate the standby procedures referred to in the CREST
Manual. Provided that we comply with this undertaking, we shall not be liable to you for any
Liabilities which may be suffered or incurred by you as a result of any such interruption, whether
caused by our negligence or otherwise howsoever, except where such interruption is caused by our
fraud or wilful default.
5.4 Any liability of us to you, whether such liability arises under any express or implied term of
the CREST Personal Member Terms and Conditions, in tort, for misrepresentation, for breach of any
other duty imposed by law in respect of the maintenance of an Operator register of securities or in
any other way (and whether such liability is to make any payment of any kind or to deliver or
reinstate property, or is of any other kind), shall be limited as set out in clauses 5.5 to 5.8
(inclusive).
5.5 We shall not incur any liability to you save to the extent that such liability results from our
negligence, wilful default or fraud.
5.6 We shall not incur any liability for any indirect, special or consequential loss of any kind.
5.7 If it is the case that our total liability to you and to all other claimants (if any) against us in
relation to the CREST relevant system and/or the CREST services for amounts claimed in respect of
Liabilities arising out of:
5.7.1 any single act or omission, or related acts or omissions; or if there be no such acts or
omissions,
5.7.2 any one event or series of related events;
would otherwise exceed the Liability Cap then our total liability to you for such Liabilities suffered
or incurred by you shall be limited to a proportion of the Liability Cap corresponding to the
proportion which the amount we would otherwise be liable to pay to you or to meet a claim made
by you bears to the total of the amounts that we would otherwise be liable to pay to you or to
meet claims made by you and all other claimants against us in relation to the CREST relevant
system and/or the CREST services (or, if there are no such other claimants), to the amount of the
Liability Cap.
Note: The effect of these provisions is explained in Chapter 5 section 1 of the CREST Personal
Member Guide entitled ‘Limitations on Euroclear UK & Ireland’s obligations and liabilities’. The
Liability Cap is defined in clause 18.
5.8 Where the Liability suffered or incurred by you relates to or arises from or in connection
with any facility or service provided by the CCSS clause 5.7 shall not apply and our liability to you
49
in respect of such Liability shall not exceed the relevant limitation(s) for the time being set out in
the CREST Manual (normally an amount of £100 per missing deposit set of certificates).
5.9 We shall on no account be liable for any Liabilities suffered or incurred by you unless
written notice of the claim has been given to us by you or on your behalf on or before the date
which is six months after the date on which you became aware of the specific act, fact,
circumstance or event which gave rise to the claim or if earlier the date on which you ought
reasonably (having regard to all the circumstances) to have become so aware.
5.10 We reserve the right to suspend the operation of the EUI systems or CREST services in
whole or in part if we, in our absolute discretion, consider it appropriate to do so by reason of any
circumstances described in the CREST Manual or other circumstances beyond our reasonable
control. We reserve the right to vary the daily timetable if we, in our absolute discretion, consider it
appropriate to do so. Any such suspension or variation will, where reasonably practicable, be
notified in advance to your Sponsor in accordance with the CREST Manual.
Note: The CREST Manual notes certain circumstances in which EUI may instigate, or agree to,
interruptions or suspensions to its systems or services.
5.11 We may at any time change the CREST Personal Member Terms and Conditions and you
agree to comply with such provisions as so changed from time to time. No change will affect your
ability to terminate your membership by written notice. Changes take effect in accordance with
clause 14.7.
5.12 You hereby expressly appoint your Sponsor as your agent and authorise your Sponsor to
receive, on your behalf, all Personal Member Notices and Other Notices at all times whilst you are a
CREST member. Your Sponsor has expressly agreed to accept your appointment to act as your
agent and has undertaken to EUI to (i) perform such function on behalf of all personal members
that it sponsors in its agreement with EUI and to (ii) provide all personal members that it sponsors
with all Personal Member Notices and Other Notices received from EUI upon receipt of the same.
5.12.1 You authorise and instruct EUI and the Depository and the Custodian to send only to your
Sponsor (and not also to you) all Personal Member Notices and Other Notices. You agree that any
provision providing for service of notices on you shall be construed accordingly.
5.12.2 You agree that
(a) we and the Depository and the Custodian may treat your Sponsor as authorised by
you to receive Personal Member Notices and Other Notices on your behalf;
(b) any changes (which could include provisions excluding or restricting the liability of
EUI, the Depository and the Custodian or other persons) shall take effect as if
notice to your Sponsor were notice to you regardless of when or whether your
Sponsor notifies you;
(c) neither we nor the Depository or the Custodian will, in any circumstances, be
obliged to notify you directly. Notwithstanding this, we will always be prepared to
supply you with complete and up-to-date copies of the CREST Personal Member
Terms and Conditions and the Deed Poll on request.
50
Note: The Deed Poll for the International Links Service may also be changed by the Depository in
accordance with the procedures referred to therein.
5.13 The UK Regulations require us to maintain the registers of persons who hold UK
uncertificated securities. We therefore have the same obligations in relation to each register and
we do not agree special or different arrangements with any Company and are not bound by any
documents issued by the Company which refer to the register.
5.14 EUI may, from time to time, enter into certain arrangements with one of its Associates,
such that the Associate provides certain services to EUI. You agree that such Associate does not
owe you any duty of care in relation to the operation of the arrangements and accordingly, you
agree not to take any action against such Associate (or any person for whom such Associate is
vicariously liable, such as employees of the Associate) to recover damages, compensation or
payment or remedy of any other nature in respect of any acts or omissions or events which occur
while these arrangements are in place. You also agree that you have no other rights against such
Associate in connection with these arrangements.
5.15 You acknowledge that systems, procedures and other facilities which comprise all or part of
the EUI systems and CREST services may also from time to time be used by EUI’s Associates. You
agree that no such Associate owes you a duty of care or assumes any responsibility towards you in
connection with any such use and accordingly you agree that you will not take any action against
any such Associate (or any person for whom the Associate is vicariously liable) to recover damages,
compensation or remedy of any nature in connection with any such use.
5.16 You agree with us (and for the benefit of each Company whose register we maintain) that if
you suffer or incur any Liabilities arising out of or in connection with anything we do in maintaining
a Company’s register, you will not take any action which could result in you (or anyone else)
recovering damages or having any other rights against the relevant Company. This agreement
shall not stop you from taking action against a Company if it has breached its obligations under the
UK Regulations or if it instructed us to change the register or to the extent there has been
negligence, wilful default or fraud on its part.
6. Acknowledgements
6.1 You agree with us that you accept the CREST Personal Member Terms and Conditions, the
CREST Rules and the CREST Manual as forming the basis of your membership and acknowledge
that the CREST Manual describes the EUI systems and CREST services. Without limiting the
generality of this (but without prejudice to our obligations in clauses 5 and 9) you acknowledge,
agree and accept that we shall not be liable to you for any Liabilities suffered or incurred by you
which result from EUI taking any action authorised by or permitted or provided for in the CREST
Regulations, CREST Personal Member Terms and Conditions, the CREST Manual or the CREST Rules
and that:
6.1.1 there is no guarantee that a Company will actually register a transfer of title to
uncertificated units of a security following a settlement within the CREST relevant system,
and that where registration is not so effected the bad delivery rules set out in the CREST
Rules may be applied;
51
6.1.2 the bad delivery rules set out in the CREST Rules may result in the reversal of system
transfers, which reversals may affect you notwithstanding that you did not cause the bad
delivery, and, where so provided under the bad delivery rules, you may have an obligation
to procure the delivery of securities to remedy a bad delivery;
6.1.3 the time within which any particular CREST message is processed may be affected by the
factors described in the CREST Manual;
6.1.4 certain services provided by us are dependent upon the provision to us of information from
third parties (the relevant services and information being specified in the CREST Manual
and including, for example, share prices) and we do not check the accuracy of any such
information. You accordingly acknowledge and agree that we shall not be liable to you for
any Liabilities suffered or incurred by you as a result of any inaccuracy in any such
information or as a result of any calculation made by us drawing on external information
supplied to us as described in the CREST Manual which is inaccurate or incomplete,
provided always that we have:
(a) accurately reproduced the information supplied to us or (as the case may be) have
not ourselves made an error in the calculation in question; and
(b) taken reasonable care in our selection of the third party supplier;
6.1.5 the services provided by the CCSS do not include checking documents for accuracy or
completeness;
6.1.6 we may delegate some or all of our functions as operator of the EUI systems and of the
CREST services;
6.1.7 we do not owe you any duty in relation to the admission of any person as a system-
member, system participant or payment bank or in relation to the exercise or non-exercise
of our powers of termination or suspension of any such person;
6.1.8 we do not owe you any duty to monitor or enforce compliance by any person with any
provision which relates to his participation in the CREST relevant system;
6.1.9 the provisions of the CREST Manual may be changed from time to time by us. Such
changes will be made in the manner described, and subject, where relevant, to the
applicable prior consultation procedures set out, in the CREST Manual. We confirm that the
introduction of material new functionality, the use of which will not be optional, or material
changes to existing functionality will be subject to prior consultation. You acknowledge and
agree that the EUI consultation procedures do not involve direct consultation with Personal
Members;
6.1.10 the provisions of the CREST Rules may be changed from time to time by us. Such changes
will be made in the manner described, and subject, where relevant, to the applicable prior
consultation procedures set out, in the CREST Manual (which do not involve consultation
with Personal Members);
52
6.1.11 we will not be obliged to reveal to you any information disclosed to us which is confidential,
revenue or specially protected information within the meaning of the Financial Services and
Markets Act 2000 or any other information disclosed to us by any UK or other regulatory or
governmental authority, body or agency, or by the Relevant Central Bank;
6.1.12 notwithstanding any other obligation imposed on us, whether under the CREST Personal
Member Terms and Conditions or otherwise, we shall not be obliged to take any action
upon an instruction (whether dematerialised or not) received from or on behalf of or
attributable to you, to the extent that any such action or any result of it would be (or, in
our reasonable opinion. would be likely to be) in breach of any relevant law, order of a
court or requirement of the Bank of England or any other regulatory or governmental
authority or body having jurisdiction over us and/or any part of the CREST relevant system.
6.2 You agree that the authorities you give to us under the CREST Personal Member Terms and
Conditions cannot be withdrawn by you while you are a CREST member (save as expressly
provided) and they remain in force after termination of your membership for so long as is
necessary to ensure that you fulfil your obligations to us.
6.3 You warrant represent and agree that the obligations imposed on you by the CREST
Personal Member Terms and Conditions constitute valid and binding obligations on your part.
7. Your obligations
7.1 You agree that you will:
7.1.1 on request, provide us with the information we need to help us meet our obligations under
the CREST Regulations (or any other relevant legislation) where we have to provide
information to various regulators or official bodies in the UK and overseas;
7.1.2 make available to any investment exchange and any other investment exchange to whom
we provide services as a recognised clearing house or Operator of the CREST relevant
system, any information which that investment exchange may reasonably require for the
purpose of discharging its functions as an investment exchange;
7.1.3 pay to us such fees, tariff charges, fines and default and other charges (unless and to the
extent discharged by your Sponsor on your behalf) that relate to your use of the CREST
relevant system and as are in force and applicable to you from time to time;
7.1.4 (without prejudice to the indemnity set out in paragraph 6.3 of Schedule 1), indemnify us
and keep us indemnified against all Liabilities suffered or incurred by us in connection with
your failure to comply with any requirements or restrictions imposed on you concerning the
use (or otherwise) of data which has been provided by third parties to us and which is
made available by us as part of or otherwise in connection with the services provided by us.
The requirements or restrictions contemplated by the indemnity in this clause 7.1.4 are
more particularly described in Chapter 1 section 3 of the CREST Reference Manual.
7.2 Clauses 2.1.3 and 2.1.4 require you to give us notification of events which may affect your
legal right to transfer securities or of events which mean you have financial difficulties. When you
give us any such notice you must also give a written confirmation and you shall provide us with all
53
relevant information which you have relating to the matter. We may take such action as we in our
absolute discretion think fit with a view to preventing (as far as practicable) any such event or
threatened event from giving rise to a bad delivery or from rendering any action taken or to be
taken in connection with the CREST Voting Service void, voidable or otherwise not effective and
you undertake to co-operate with us to facilitate the taking of any such action. We shall not,
provided we have acted in good faith, be liable to you for any Liabilities suffered or incurred by you
as a result of any such action and shall be entitled to recover from you any costs or expenses
reasonably incurred by us in connection with the taking of any such action, or arising as a result of
our taking such action.
8. Networks
8.1 Save as set out in this clause we have specified the requirements in relation, inter alia, to
functionality, security and performance to be met by the networks through which CREST messages
are sent. We accredit network providers who demonstrate to us that they are able to supply
services which comply with the requirements specified by us. However, where permitted by the
CREST Regulations, we may receive instructions from certain depositories, clearing houses and
exchanges which are authenticated in accordance with standards which are set by them. In such
cases we are not responsible for setting the network standards and we do not accredit or monitor
these network providers. The CREST Software is designed and built by us.
8.2 Accredited network providers provide their services as principal and not as agent or
delegate for us, and we have arrangements to enable us to monitor the provision of such services
by them. You acknowledge and agree that the network provider used by your Sponsor is
responsible for (and we are not responsible for):
8.2.1 the supply, upkeep and security of the network and the service levels to which the Network
Services are provided;
8.2.2 the supply of hardware for authentication of messages to the standards specified by us and
of the software which is required in order to provide Network Services (except for the
CREST Software);
8.2.3 the transmission of CREST messages from the Gateway to the CREST system;
8.2.4 such other services as are described in the CREST Manual as being the responsibility of a
network provider;
and that the basis on which the network provider provides its services is a matter for agreement
between your Sponsor and the network provider.
8.3 You acknowledge and agree that your Sponsor is responsible for:
8.3.1 the operation of the equipment used by your Sponsor to prepare and send dematerialised
instructions (including the CREST Software, any file transfer system, any local or wide area
network and the Gateway); and
8.3.2 the maintenance and security of the terminals and other equipment used by your Sponsor
for the purposes of communicating with the CREST system.
54
8.4 Any CREST message received by us and attributable to you shall be irrevocable except to
the extent (if at all) that the instruction may be revoked or amended in accordance with the CREST
Manual.
9. Our obligations and certain liability issues
9.1 We will allow you access:
9.1.1 to our records relating to your stock accounts, cash memorandum accounts and
dematerialised instructions received from your Sponsor and attributable to you and sent to
your Sponsor and addressed to you (subject to your paying charges levied by us for such
access), if you establish to our satisfaction that your Sponsor cannot or will not provide
details of the same to you; and
9.1.2 where you are a VSP Voting Member, to our records relating to dematerialised instructions
received from a CREST VSP and attributable to you and sent to a CREST VSP and
addressed to you (subject to your paying the charges levied by us for such access), if you
establish to our satisfaction that the CREST VSP cannot or will not provide details of the
same to you.
9.2 You agree that we will not be liable for any Liabilities which result from the way in which we
process and calculate market claims which relate to transactions you have made; you or your
Sponsor should check that the calculation is correct and your Sponsor can correct any error for you.
9.3 We undertake to you that, where you have notified us (by using the Net Settlement Limit
Form obtainable from us), that the authority of your Sponsor is limited by reference to the net
value of the units of securities that may be transferred in any one day, we will take reasonable care
to apply the limit in the manner described in the CREST Manual.
9.4 If we have paid to you an amount in respect of a claim for breach of the CREST Personal
Member Terms and Conditions or otherwise, and subsequent to the date of making such payment
you recover from a third party a sum which is referable to the subject matter of that claim, then
you will first use the money recovered to cover your costs of recovery and any amount not paid to
you by us as a result of the cash limits on our liability and you will then repay to us so much of the
balance of the amount paid by the third party as does not exceed the sum paid by us to you. You
agree to use all reasonable endeavours to enforce any right to recover any such sum.
9.5 Nothing in the CREST Personal Member Terms and Conditions shall be construed as limiting
in any way the statutory no fault liability imposed on us by UK Regulation 36 (under which we may
have statutory obligations to pay you compensation).
9.6 We have entered into certain arrangements with the Bank of England intended to facilitate
the operation by us of the EUI systems and CREST services. You agree that the Bank of England
does not owe you any duty of care in relation to the operation of the arrangements and accordingly
agree that you will not take any action against the Bank of England (or any person for whom it is
vicariously liable) to recover damages, compensation or payment or remedy of any other nature in
respect of any acts, omissions or events which occur whilst such arrangements are in operation.
55
10. Further system matters
10.1 You acknowledge that it is the responsibility of the Company concerned to ensure that any
securities issued by it which are admitted to the CREST relevant system can be lawfully transferred
by means of the CREST relevant system. We shall have no responsibility to you for investigating
the creditworthiness or status of any Company or of any guarantor, or for the accuracy of any
description of a security or its terms, or the effectiveness in law of any transfer thereof by means
of the CREST relevant system or of any instruction transmitted by means of the CREST relevant
system.
10.2 Units of a participating security enter the CREST relevant system as a result of a transfer
from a certificated holder to a CREST member, or as a result of a conversion from certificated form
to uncertificated form or because they are issued directly to CREST members. We rely on
instructions from the relevant Company in relation to the entry of such units to the CREST relevant
system, whether by way of transfer or on conversion or on a new issue. In addition, when we
permit a security to be a participating security that can be settled in the CREST relevant system,
we do so in reliance on confirmation by the Company which issued the security that all necessary
conditions to the admission of such security (whether imposed by the CREST Rules, the CREST
Regulations or otherwise howsoever) have been fulfilled and we do not monitor compliance with
such conditions. We shall not incur any liability for any Liabilities suffered or incurred by you as a
result of the admission of a security as a participating security that can be settled in the CREST
relevant system or as a result of entry in the CREST relevant system of units of a security, whether
such Liability suffered or incurred by you arises as a result of some defect in the constitution of the
security concerned or because of some want of or defect in title to any unit of a particular security
or otherwise howsoever. You further acknowledge that you are responsible for ascertaining the
terms of issue of any participating security and the mode of exercise of any privilege, benefit or
right attaching to it, and for ascertaining the terms of any corporate event facilitated by the CREST
relevant system. This clause 10.2 is subject to any liability we might have under paragraph 7.1 of
Schedule 1.
10.3 We reserve the right to make correcting entries in any inaccurate record or register
maintained by us which relates to you, including entries necessary to correct any inaccurate credit
or debit to any cash memorandum account or stock account.
10.4 You undertake to us that you will only cause securities held by you to be moved into the
facility described in the CREST Manual as an escrow balance:
10.4.1 where an irrevocable power of attorney or other irrevocable authority to effect a transfer
thereof has been granted in relation to the securities transferred to the escrow balance in
favour of the person described in the CREST Manual as the escrow agent;
10.4.2 where required to do so by law, by any UK or other governmental or regulatory authority or
body or by us; or
10.4.3 in such other circumstances as may be described in the CREST Manual from time to time.
10.5 You acknowledge and agree that we do not monitor whether or not any person described in
the CREST Manual as the escrow agent is entitled to transfer to himself any securities held within
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such balance. Accordingly, we shall not be liable to you for any Liabilities suffered or incurred by
you as a result of the transfer of securities from an escrow balance to the escrow agent.
10.6 In the circumstances referred to in the CREST Manual, or where required or permitted to do
so by law, by a court order or by any UK or other governmental or regulatory body or authority
from time to time, we may issue an Operator-instruction in relation to you or any participating
security held or to be held by you or register a transfer of securities held by you without having
received an instruction in relation thereto attributable to you.
In particular (but without limiting the generality of the foregoing), we may, whether or not in
connection with suspension or termination of the membership, issue an instruction to a Company
to issue a certificate for all or any securities held by you by means of the CREST relevant system
(including securities credited to any escrow balance).
10.7 You acknowledge and agree that any documentation which you deposit for delivery by the
CCSS will be delivered by us (or by any other person operating the CCSS from time to time) as
your agent to any Company or other person to whom the same is to be delivered. We shall have no
responsibility, and have no duty, in respect of any inaccuracy or defect in, or omission from or in
relation to, any such documentation as deposited with the CCSS from time to time.
11. Holding and transfer of uncertificated securities
11.1 You undertake to us that:
11.1.1 you will only transfer by means of the CREST relevant system securities which you are able
to so transfer free from any proprietary, equitable or other similar interest (including
without limitation any unpaid vendor’s lien) of any person (including yourself or any person
for whom, directly or indirectly, you act as nominee or agent);
11.1.2 you will not assert and, so far as you are able, you will procure that no person for whom
(directly or indirectly) you hold or are to hold securities as nominee or agent will assert,
any interest that you or that person may have or claim to have in securities held by you by
means of the CREST relevant system in any way which could prevent a transfer of title to a
unit of that security by you (or by any other person) following a settlement in the CREST
relevant system from proceeding to registration.
11.2 You agree that where you hold securities as nominee or agent for any other person and any
provision of the CREST Personal Member Terms and Conditions or function comprised in the CREST
relevant system or CREST services may affect such person, you are responsible for advising such
person of any such matter and obtaining any requisite permission.
12. Payment
12.1 You acknowledge and agree with us that where a settlement event occurs which gives rise
to an obligation on the part of the (or any) payment bank acting for any person (the ‘obligor’) to
make a payment to the (or any) payment bank acting for you (a ‘payment bank payment
obligation’), the creation of the payment bank payment obligation shall to the extent of the
amount of the payment bank payment obligation discharge any obligation of the obligor and or any
person on whose behalf or with whose consent it is acting to make a payment to you in respect of
57
the settlement event. Nothing in this clause 12 shall affect any liability of the obligor and/or any
person on whose behalf or with whose consent it is acting to pay any sum to you in excess of the
amount of the payment bank payment obligation, or any liability of you to make an adjusting
payment to the obligor and/or any person on whose behalf or with whose consent it is acting, in
respect of the settlement event.
12.2 You undertake to us as follows:
12.2.1 to arrange for, authorise and instruct your payment bank (or, if appropriate, each of your
payment banks) to pay and receive payment in respect of settlement events to which you
are a party in whatever manner is for the time being prescribed by the CREST Manual as
the manner for such payment or receipt;
12.2.2 not to stop, countermand, restrain or seek to restrain or otherwise interfere with any
arrangements, instructions or authority under which your payment bank (or, if appropriate,
each of your payment banks), either generally or in respect of one or more specific
settlement event or events, is entitled to receive or bound to make payment in the
circumstances and manner referred to in clause 12.2.1;
12.2.3 not to revoke or terminate the appointment of your payment bank (or, if appropriate, any
of your payment banks where you propose after any such revocation or termination to
make and/or receive payments by means of the CREST system in the designated currency
in respect of which the payment bank acts as such for you) save in conjunction with the
appointment of another payment bank which we have approved to act as such for you.
12.3 You consent to the operation of the payment arrangements in the CREST relevant system
and acknowledge and agree that we act on instructions received from your payment bank (or, if
appropriate, one of your payment banks) in relation to the operation of your payment
arrangements and that we shall not be liable to you for any Liabilities suffered or incurred by you
as a result of our acting in accordance with any such instructions.
12.4 You acknowledge and agree that the systems, procedures, facilities and networks used by
the Relevant Central Bank in connection with the CREST payment arrangements are not our
responsibility and that we are not therefore responsible for messages we send to or from the
Relevant Central Bank when they are in the Relevant Central Bank’s systems and networks.
12.5 Your ability to pay for a transaction may be affected by the funds which the Relevant
Central Bank makes available to your payment bank; you acknowledge and agree that we may rely
on information given to us by the Relevant Central Bank about the funds which are available.
13. Cancellation, suspension and termination of Personal Membership, etc.
13.1 In accordance with this clause 13.1, you have the right to cancel your membership within
fourteen days of us admitting you as a CREST member, such fourteen day period beginning the day
after we admit you as a CREST member (the ‘Cancellation Period’). However, if you or your
Sponsor on your behalf (or any other person legally able, or notified by you as having authority, to
act on your behalf) enters any instruction, takes any action, effects any transaction, deposits or
receives any securities or issues or receives any instruction whatsoever (including without
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limitation, any delivery or other settlement event) through the EUI systems or uses any other
CREST service (including the Links Service) in respect of your member account (other than opening
it) (each a ‘Transaction’) during the Cancellation Period, you hereby agree that, immediately upon
entering such Transaction, your right to cancel your membership will expire and you will be bound
by and comply with the provisions of the Admission Agreement.
13.1.1 During the Cancellation Period you may cancel your membership by giving notice either:
(a) in writing by: (i) leaving it in person; (ii) post; (iii) fax; or (iv) e-mail; or
(b) orally by telephone;
in each case at the postal or e-mail address, fax or telephone number and for the attention of the
person specified in Chapter 7 of the Guide. Alternatively, you may ask your Sponsor to cancel your
membership for you by giving notice to us. Any such cancellation shall be referred to as a
‘Cancellation Notice’.
13.1.2 If your Cancellation Notice is received by us from you or your Sponsor within the
Cancellation Period by:
(a) any of the methods set out in sub-clauses 13.1.1 (a)(i), (iii) or (iv), your
membership will be cancelled on the day that the Cancellation Notice is left at the specified
address or sent by fax or e-mail;
(b) post, your membership will be cancelled with effect from the day that you or your
Sponsor posted such Cancellation Notice (subject to you not conducting any Transactions
prior to us actually receiving such postal Cancellation Notice); and
(c) telephone, your membership will be cancelled upon us receiving such notification
from you or your Sponsor.
13.1.3 Without prejudice to your right to cancel your membership, you hereby agree to also
inform your Sponsor (where you decide to serve the Cancellation Notice directly on to us)
and your Settlement Bank of your intention to cancel your membership immediately prior
to serving a Cancellation Notice on to us. On receiving a Cancellation Notice from you, we
reserve the right to communicate with and inform your Sponsor and/or Settlement Bank
accordingly.
13.1.4 On cancelling your membership in accordance with this clause 13.1 you (or your Sponsor
on your behalf) will not have to make any payment to us whatsoever in relation to such
cancellation and you (or your Sponsor on your behalf) will be entitled to a refund in respect
of any amounts invoiced and paid during the Cancellation Period.
13.1.5 If you do not exercise your right to cancel within the Cancellation Period, you will lose such
cancellation right pursuant to this clause 13.1, and clause 13.4 shall apply instead if you
want to terminate your membership after the Cancellation Period.
13.1.6 Cancellation under the terms of this clause 13.1 shall have the effect of terminating the
contract arising between you and us pursuant to us accepting your Admission Agreement
and admitting you as a CREST member and such termination shall be effective at the same
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time that your membership is cancelled. For the avoidance of doubt, where ‘termination’ is
referred to in clauses 6.2, 13.6, 13.7 and 14.3 of the CREST Personal Member Terms and
Conditions such clauses shall also apply to a termination effected by means of cancellation
under this clause 13.1.
13.2 We may suspend you as a system-member in whole, or in part in relation to any particular
function, with immediate effect (or with effect from such time and date as we may specify) in the
following circumstances:
13.2.1 where, in our opinion, you are in breach of any provision of the CREST Personal Member
Terms and Conditions or have not complied with any provision of the CREST Manual or the
CREST Rules or where, in our opinion, any such breach or non-compliance is or appears to
be threatened or likely to occur;
13.2.2 if, in our opinion, circumstances have arisen which make it appropriate to do so in order to
avoid the risk of a bad delivery or which could be prejudicial to us or represent a threat to
the security, integrity or reputation of the CREST relevant system or which could involve us
in material expense or legal proceedings, not being proceedings solely between ourselves
and you arising out of the CREST Personal Member Terms and Conditions;
13.2.3 if, in our opinion, your participation in the CREST relevant system is disruptive to other
CREST members or system participants or to Companies;
13.2.4 if any of the events set out in clauses 2.1.3 or 2.1.4 occurs or, in our opinion, appears
likely to occur;
13.2.5 on your death;
13.2.6 upon the participation of your Sponsor as a CREST sponsor being suspended or terminated
(in whole, or in part in relation to any particular function or to you) unless prior to such
suspension or termination you have notified us by using the appropriate form, obtainable
from EUI, of the appointment of a replacement CREST sponsor (other than a CREST central
sponsor);
13.2.7 if we have any reason to believe that the appointment of your Sponsor as your CREST
sponsor, or the authority of your Sponsor to act as CREST sponsor for you, has been or is
to be suspended or terminated, unless prior to such suspension or termination you have
notified us by using the appropriate form, obtainable from us, of the appointment of a
replacement CREST sponsor (other than a CREST central sponsor);
13.2.8 if it appears to us that you have become or are likely to become mentally incapable of
managing your property and affairs;
13.2.9 if the appointment of any of your payment banks ceases to be effective or if the payment
bank status of any of your payment banks is otherwise terminated or suspended, save in
either case in conjunction with the appointment of another payment bank which we have
approved to act as such for you; or
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13.2.10 if you (or your Sponsor acting on your behalf) has failed to pay such fees, tariff charges,
fines and default and other charges that relate to your use of the CREST system and as are
in force and applicable to you from time to time.
13.3 Any suspension pursuant to clause 13.2 shall continue for so long as we shall in our
absolute discretion determine is appropriate and shall end on such date and on such conditions as
we shall determine. You agree that we may suspend you on the basis of information supplied to us
(whether orally or in writing) which we bona fide believe to be true.
13.4 Either we or you may terminate your membership by giving written notice to the other.
Where notice is given, the membership shall terminate on the expiry of thirty days from the date
on which the notice is treated as served under clause 15 or on such later date as may be specified
in the notice or on such earlier date as we may agree with you.
13.5 We may terminate your membership in whole, or in part in relation to any particular
function, with immediate effect, or with effect from such time and date as we may determine, if
any of the circumstances set out in clauses 2.1.3 or 2.1.4 occurs.
13.6 Without prejudice to clause 14.3, termination or suspension of membership or
rematerialisation of part or all of any securities held by you through the CREST system shall not
affect any rights or obligations arising prior to or continuing during or after the date of the
termination, suspension or rematerialisation or which arise in consequence of it or which relate to
your period of membership, and all such rights and obligations shall continue to be subject to the
CREST Personal Member Terms and Conditions. We shall not be liable to you for any Liabilities
suffered or incurred by you arising out of the exercise of our powers of rematerialisation,
suspension or termination pursuant to the CREST Personal Member Terms and Conditions.
13.7 Upon termination or suspension of your membership, the manner of transferring securities
or of withdrawing securities from the CREST system and of settling any other matters concerning
your membership or the termination or suspension of that membership shall be as for the time
being prescribed in the CREST Manual.
Note: If you hold a security which can only be in the CREST relevant system because the Company
cannot issue a certificate for it, then we will transfer it to a nominee to hold for you unless you give
us other instructions.
14. General
14.1 No failure or delay by any party or time or indulgence given by either of us in or before
exercising any remedy or right under or in relation to the CREST Personal Member Terms and
Conditions shall operate as a waiver or variation of the same nor shall any single or partial exercise
of any remedy or right preclude any further exercise of the same or the exercise of any other
remedy or right; and no act or course of conduct on the part of any party shall preclude that party
from exercising any such right or constitute a suspension or variation of any such right.
14.2 No waiver by either of us of any requirement of the CREST Personal Member Terms and
Conditions or of any remedy or right under them shall have effect unless given by notice in writing.
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No waiver of any particular breach of the requirements shall operate as a waiver of any repetition
of such breach.
14.3 The provisions of the CREST Personal Member Terms and Conditions, so far as relevant,
shall continue to apply during any suspension of membership. Without prejudice to clause 13.6,
you agree that the provisions of clauses 3.1, 5.4, 5.5, 5.8, 6.2, 7.1.1, 7.2, 9.5, 9.6, 10.6, 13.6,
14.1 to 14.5 (inclusive), 15, 16, 18, and the provisions of Schedule 1, shall survive any termination
of your membership.
14.4 If any provision (or part of any provision) of the CREST Personal Member Terms and
Conditions is found by any court or other authority of competent jurisdiction to be invalid, illegal or
unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form
part of the CREST Personal Member Terms and Conditions, and the validity and enforceability of
the other provisions of the CREST Personal Member Terms and Conditions shall not be affected.
14.5 You may not assign any of your rights, benefits or obligations under or pursuant to the
CREST Personal Member Terms and Conditions, provided always that they shall be binding on, and
shall continue for the benefit of, any successor in title to you (e.g. your executors).
14.6 You acknowledge that the facilities of the CREST relevant system may be applied to
facilitate the holding in uncertificated form and transfer without written instrument of securities or
other intangible moveable assets which are not eligible to be treated as participating securities
within the meaning of the UK Regulations (whether because they are constituted under the law of a
territory outside the United Kingdom or for some other cause) and to facilitate supplementary and
incidental matters; and agree that if the facilities of the CREST relevant system are so applied, the
CREST Personal Member Terms and Conditions shall have effect in relation to such securities or
other intangible assets with such modifications if any as we may, from time to time, prescribe in
the CREST Manual.
14.7 Changes to the CREST Personal Member Terms and Conditions which restrict or exclude our
liability or which impose additional obligations or liabilities on you (other than changes to Schedule
1 or changes which only relate to new services or new optional functionality) will be subject to prior
consultation in accordance with the procedures in the CREST Manual (which do not involve
consultation directly with Personal Members although your Sponsor should be aware of
consultations which may affect you and is expected to respond accordingly and/or notify you if
appropriate). No change to the CREST Personal Member Terms and Conditions shall take effect
until the earlier of:
14.7.1 40 days after service of notice; or
14.7.2 the date on which, in the case of functionality or a service the use of which is optional on
your part, you (or the Sponsor on your behalf) first use(s) the new or enhanced
functionality or additional service, at which time you shall be deemed to have accepted the
change.
14.8 Where you comprise more than one person, each of you individually agrees as follows:
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14.8.1 all obligations, undertakings, agreements and liabilities arising under or pursuant to the
CREST Personal Member Terms and Conditions on your part shall constitute joint and
several obligations of each of you;
14.8.2 the obligations, undertakings and agreements on our part contained in the CREST Personal
Member Terms and Conditions are given to you taken together and not separately to each
of you; and
14.8.3 references in clauses 2.1.3 and 2.1.4 and clause 13 to events occurring in relation to or in
respect of you shall be construed as references to the event or events concerned occurring
in relation to or in respect of any of you.
14.9 Any amount payable by or to you or us pursuant to the CREST Personal Member Terms and
Conditions shall be exclusive of value added tax (if any).
15. Notices
15.1 Notices to you will be served only on your Sponsor (unless in a particular case we decide in
our absolute discretion to notify you directly).
15.2 Any notice other than a notice required by (a) clauses 2.1.3 or 2.1.4; or (b) clause 13
which in each case shall be given in the manner specified in such clauses, shall be in writing and
signed by or on behalf of the person giving it. Any notice required to be given by you to EUI by
clauses 2.1.1, 2.1.2 or 13.4 shall be given to the person and in the manner specified in these
clauses (or to your Sponsor for onward transmission to us). Any notice required to be given in
accordance with the CREST Manual shall be given as stipulated therein.
15.3 Except in the case of personal service, any other notice (including, unless an agent is
appointed for an overseas member, service of any process) shall be sent or delivered to the party
to be served, in our case, at Euroclear UK & Ireland Limited, 33 Cannon Street, London EC4M 5SB
and marked for the attention of the Company Secretary and, in your case, at the address set out in
your Admission Agreement or, when we serve notices of changes on your Sponsor, at the (postal
or e-mail) address we maintain in our records for your Sponsor. Any alteration in the details of the
party to be served shall, to have effect, be notified to the other party in accordance with this clause.
Unless otherwise specified in the CREST Personal Member Terms and Conditions, service of a notice
must be effected (and service proved) by one of the following methods:
15.3.1 personally on a director or the secretary of us, or personally on you (or your Sponsor), and
shall be treated as served at the time of such service;
15.3.2 by prepaid first class post (or by airmail if from one country to another) and shall be
treated as served on the second (or if by airmail the fourth) business day after the date of
posting. In proving service it shall be sufficient to prove that the envelope containing the
notice was correctly addressed, postage paid and posted;
15.3.3 by delivery of the notice through the letterbox of the person to be served and shall be
treated as served on the first business day after the date of such delivery;
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15.3.4 in the case of EUI providing notices of change to your Sponsor, by e-mail to the e-mail
address provided by your Sponsor for this purpose and shall be treated as served at the
time that it is received; or
15.3.5 only where specifically permitted in the CREST Personal Member Terms and Conditions, by
fax or e-mail (to the fax number or e-mail address stipulated) and shall be treated as
served, in each case, at the time that such fax or e-mail is received by EUI. In proving e-
mail or fax service it shall be sufficient to prove that the e-mail or fax has been successfully
transmitted or received respectively.
16. Applicable law and jurisdiction
16.1 The CREST Personal Member Terms and Conditions, and any non-contractual obligations
arising out of or in connection with the CREST Personal Member Terms and Conditions, shall be
governed by, and construed in accordance with, English law.
16.2 For our benefit, you irrevocably agree that the courts of England shall have jurisdiction to
hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with the CREST Personal Member Terms and Conditions or any non-contractual
obligations which may arise out of or in connection with the CREST Personal Member Terms and
Conditions. For such purposes, you irrevocably submit to the jurisdiction of the courts of England.
16.3 You irrevocably waive any objection which you might now or hereafter have to the courts of
England being nominated as the forum to hear and determine any suit, action or proceeding, and
to settle any disputes, which may arise out of or in connection with the CREST Personal Member
Terms and Conditions, or any non-contractual obligations which may arise out of or in connection
with the CREST Personal Member Terms and Conditions, and agree not to claim that any such court
is not a convenient or appropriate forum.
16.4 Your submission to the jurisdiction of the courts referred to in clause 16.2. shall not (and
shall not be construed so as to) limit our right to take proceedings against you in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
17. Appointment and removal of CREST VSPs
17.1 You may appoint one or more CREST VSPs authorised by you to send CREST messages
attributable to you and to receive CREST messages on your behalf in connection with the CREST
Voting Service. You agree to notify us of the appointment or termination of the appointment of a
CREST VSP in accordance with the CREST Manual.
17.2 You acknowledge that a CREST VSP’s participation in the CREST system may be suspended
or terminated in whole or in part at any time and that such suspension or termination may affect
the ability of the CREST VSP to send CREST messages attributable to you and to receive CREST
messages on your behalf.
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18. Definitions and interpretation
18.1 In the CREST Personal Member Terms and Conditions the following expressions have the
meanings set against them below:
‘Admission Agreement’: the CREST Admission Agreement (Personal Members) pursuant to which
personal members are admitted as system-members;
‘Associate’: in relation to a person, any other person at any time: (a) who exercises, or is able to
exercise or is entitled to acquire, direct or indirect control over the affairs of the first person; (b)
whose affairs are or are capable of being controlled directly or indirectly by the first person; (c)
whose affairs are or are capable of being controlled directly or indirectly by the same person who
exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the affairs of
the first person;
‘Cancellation Notice’: as defined in clause 13.1.1;
‘Cancellation Period’: as defined in clause 13.1;
‘CCSS’: the CREST Courier and Sorting Service established by EUI to facilitate inter alia putting
securities in paper form into the CREST system, and taking securities from the CREST system back
into paper form;
‘central sponsor services’: the systems, services and procedures described in the CREST Manual
as being operated or provided by a particular CREST central sponsor;
‘central sponsor transaction’: a transaction (whether gross or net) which is initiated or
implemented by a properly authenticated dematerialised instruction attributable to a CREST central
sponsor (and which, at the election of a system-member made in accordance with the procedures
described in the CREST Manual, may or may not in addition be attributable to that system-member
without that system-member (or, if different from its CREST central sponsor, its CREST sponsor)
sending a dematerialised instruction by means of its (or its CREST sponsor’s) gateway computer);
‘Company’: a participating issuer of securities settled in the CREST system;
‘CREST central sponsor’: a CREST sponsor permitted by us to send properly authenticated
dematerialised instructions attributable to other persons and to receive properly authenticated
dematerialised instructions on behalf of other persons in relation to certain trades executed on the
trading system, or cleared through the clearing service, for which that CREST sponsor is designated
by us, in accordance with the CREST Manual, as a CREST central sponsor, and who provides central
sponsor services; and references to central sponsorship shall be construed accordingly;
‘CREST Personal Member Admission Document’: the document of the same title containing the
CREST Personal Member Guide, the CREST Personal Member Terms and Conditions and the
Admission Agreement;
‘CREST Personal Member Guide’: the document of the same title contained in Part A of the
CREST Personal Member Admission Document issued by EUI and designed to help you understand
the CERST Personal Member Terms and Conditions and the nature of the services provided to
personal members;
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‘CREST Manual’: the document entitled the ‘CREST Manual’ issued by EUI;
‘CREST member’: a person who has been admitted by EUI as a system-member;
‘CREST messages’: electronic messages which are ‘properly authenticated dematerialised
instructions’, as defined in the UK Regulations;
‘CREST Regulations’: the UK Regulations or the similar laws in Ireland, Jersey, Guernsey and the
Isle of Man, as is appropriate in the context;
‘CREST relevant system’: the relevant system of which EUI has been approved under the UK
Regulations as Operator;
‘CREST Rules’: rules within the meaning of the relevant CREST Regulations and/or the Financial
Services and Markets Act 2000 made by EUI or EUI’s settlement finality rules;
‘CREST services’: the services provided by EUI (whether to you or any other person) which are
described in the CREST Manual but which do not form part of the CREST system;
‘CREST Software’: the software built by EUI for use with the Gateway comprising the Graphical
User Interface, the Message Definition File and the Client Services Layer;
‘CREST sponsor’: a system-participant permitted by EUI to send CREST messages attributable to
another person and to receive CREST messages on another person’s behalf, and references to
sponsorship shall be construed accordingly;
‘CREST system’: the meaning given in the Glossary of the CREST Manual (which refers to the
central part of the CREST relevant system under the control of EUI);
‘CREST Voting Service’: the meaning given in the Glossary of the CREST Manual;
‘CREST VSP’: a sponsoring system-participant permitted by EUI (in accordance with the CREST
Requirements) to send CREST messages attributable to and to receive CREST messages on behalf
of a CREST member in connection with its participation in the CREST Voting Service; and
references to participation as a CREST VSP (and similar references) shall be construed accordingly;
‘Custodian’: the meaning given in paragraph 1 of Schedule 1;
‘Deed Poll’: the meaning given in paragraph 1 of Schedule 1;
‘Depository’: the meaning given in paragraph 1 of Schedule 1;
‘direct input services’: the systems, services and procedures described in the CREST Manual as
being operated or provided by EUI to enable or facilitate the creation of a central sponsor
transaction; and to verify whether a particular transaction may properly be created as a central
sponsor transaction attributable to a particular system-member and/or may properly be processed
as part of the netting procedures;
‘EUI’ or ‘Euroclear UK & Ireland’: Euroclear UK & Ireland Limited (formerly CRESTCo Limited)
incorporated in England and Wales under number 2878738 and whose registered office is at 33
Cannon Street, London EC4M 5SB;
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‘EUI systems’: any or all of the CREST system, the CM system and the CREST LM System (which
are defined in the CREST Manual);
‘Gateway’: the hardware and software comprising your Sponsor’s gateway at which CREST
messages are authenticated;
‘International Links Service’ or ‘Links Service’: the meaning given in paragraph 1 of Schedule
1;
‘Investment Funds Service’: those functions and facilities described in Chapter 13 of the CREST
Reference Manual that EUI makes available in support of the settlement of certain investment fund
transactions, and which operate outside the scope of the UK Regulations;
‘Liabilities’: any liability, damage, loss, cost, claim or expense of any kind or nature, whether
direct, indirect, special, consequential or otherwise;
‘Liability Cap’: shall be £40,000,000 except that where the liability of EUI arises out of any act or
omission or event which occurs on or after 3 July 2000 but which is related to an act, or omission
or event prior to 3 July 2000 it shall be £20,000,000;
‘netting procedures’: the systems, services and procedures described in the CREST Manual as
being operated or provided by us in order to enable or facilitate, at the election of a system-
member made in accordance with such procedures, the termination of certain gross transactions
attributable to that system-member and their replacement upon taking a settlement netting
account by a single net transaction; (but such procedures do not include the creation of a net
transaction attributable to a system-member which occurs either as part of the central sponsor
services provided by the CREST central sponsor concerned as agent for that system-member or by
reason of that system-member (or, if different from its CREST central sponsor, its CREST sponsor)
sending a dematerialised instruction by means of its (or its CREST sponsor’s) gateway computer);
‘Network Services’: the supply of a network and associated equipment and services to enable
CREST messages to be sent and received by means of the CREST relevant system;
‘Nominee Arrangement’: the meaning given in paragraph 3.5 of Schedule 1;
‘Other Notices’: all notices of change to the Deed Poll (including, where applicable, any marked-
up changes to such notices) and any other communication relating to the Personal member’s
participation in the CREST system;
‘Payment Network’: the network used by EUI to send payment messages to the Relevant Central
Bank;
‘Personal member’: a CREST member who has appointed a CREST sponsor to send CREST
messages attributable to him and to receive CREST messages on his behalf and who is designated
by EUI as a Personal Member;
‘Personal Member Notices’: all notices of change to the CREST Personal Member Terms and
Conditions (including, where applicable, any marked-up changes attached to such notices);
‘Relevant Central Bank’: either or both of the Bank of England and the Central Bank of Ireland;
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‘Specified Membership Number’: the Membership Number specified in the Admission
Agreement;
‘Sponsor’: the CREST sponsor identified in the Admission Agreement or such other CREST sponsor
who has been accepted by EUI from time to time as your CREST sponsor (other than a CREST
central sponsor);
‘Stock Account’: an account maintained within the CREST system in relation to each class of
security held by a CREST member as described in the CREST Manual;
‘system transfer’: the book-entry transfer effected by the debiting and crediting of stock
accounts;
‘UK Regulations’: the Uncertificated Securities Regulations 2001 and such other regulations made
under section 207 of the Companies Act 1989 or section 785 of the Companies Act 2006 as are
applicable to EUI and/or the CREST relevant system and are from time to time in force;
‘VSP Voting Member’: a CREST member which has appointed a CREST VSP to send CREST
messages attributable to it and receive CREST messages on its behalf in connection with the CREST
member’s participation in the CREST Voting Service.
18.2 In the CREST Personal Member Terms and Conditions, any reference to:
18.2.1 a ‘person’ shall be construed as a reference to any individual, firm, company, corporation,
government, state or agency of a state or any association or partnership (whether or not
having separate legal personality) of two or more of the foregoing;
18.2.2 these ‘CREST Personal Member Terms and Conditions’ shall be construed as a
reference to the Admission Agreement, the CREST Personal Member Terms and Conditions
(including any Schedules) concerning CREST personal membership issued by EUI as the
same may from time to time be amended, varied, supplemented, novated or replaced and
shall include any document which is supplemental to, or is expressed to be collateral to, or
is entered into pursuant to or in accordance with the terms of these CREST Personal
Member Terms and Conditions;
18.2.3 any agreement or document (other than the CREST Personal Member Terms and
Conditions) (including without limitation the CREST Manual and the CREST Rules) shall be
construed as a reference to such agreement or document, in all cases as the same may
from time to time be amended, varied, supplemented, novated or replaced; and shall
include any document which is supplemental to, or is expressed to be collateral to, or is
entered into pursuant to or in accordance with the terms of such document(s);
18.2.4 ‘membership’ shall be construed as a reference both to membership as a system member
and membership of EUI in its capacity as a recognised clearing house;
18.2.5 ‘maintain a register’ (or a similar reference) includes, but is not limited to, maintaining,
keeping and entering up a register and any other act in connection with the making,
alteration of and deletion of entries on a register;
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18.2.6 a ‘CREST VSP’ shall, if you have appointed more than one CREST VSP, be construed as a
reference to all or any of the CREST VSPs appointed by you;
18.2.7 your ‘CREST central sponsor’ and/or the ‘central sponsor services’ provided by your
CREST central sponsor shall be construed as a reference to any or all of the CREST central
sponsors appointed by you under paragraph 2.2.1 of Schedule 2 and/or any or all of the
central sponsor services provided by any such CREST central sponsor.
18.3 References in clauses 1.3, 2.1.2, 2.2.6, 8.2, 8.3 and 14.7.2 to ‘Sponsor’ or ‘CREST Sponsor’
shall, if you have appointed a CREST VSP, be deemed to include separate and additional references
to ‘CREST VSP’.
18.4 Terms relating to the CREST relevant system or the CREST system which are used in the
CREST Personal Member Terms and Conditions, but not defined in this clause, have the meanings
given to them in the Glossary of the CREST Manual.
18.5 Subject to 18.6, words and phrases which are defined in the UK Regulations which are used
(but not defined) in the CREST Personal Member Terms and Conditions shall have the meanings
given to them in the UK Regulations.
18.6 We may permit the functions and facilities comprised in the CREST relevant system to be
used for certain purposes which are outside the scope of the UK Regulations. Accordingly,
references to the CREST relevant system shall be taken to refer to the functions or facilities
comprised in the CREST relevant system, irrespective of whether, in any particular case, those
functions or facilities are used for purposes within or outside the scope of the UK Regulations; and
terms defined in the UK Regulations which are used shall be taken to have a corresponding
meaning when used in relation to those functions or facilities of the CREST relevant system when
used for purposes that are not within (or to the extent that the same are not within) the scope of
the UK Regulations. The CREST Personal Member Terms and Conditions also apply when you hold
securities issued by Irish, Jersey, Guernsey or Isle of Man Companies as these Companies are able
to recognise the CREST relevant system under their own laws. The CREST Personal Member Terms
and Conditions use terms which are defined with reference to the UK Regulations; however, if it is
necessary to construe the terms in relation to Irish, Jersey, Guernsey or Isle of Man securities,
then the reference will have the meaning given in the law of the relevant country (which is broadly
the same as in the UK Regulations).
18.7 The clause headings in the CREST Personal Member Terms and Conditions are for ease of
reference only and shall not affect their interpretation. In the event of any conflict with the CREST
Manual, the CREST Personal Member Terms and Conditions shall prevail. In the event of any
conflict with the CREST Rules, the CREST Rules shall prevail.
18.8 References in the CREST Personal Member Terms and Conditions to numbered clauses are
to clauses of the CREST Personal Member Terms and Conditions. Words importing one gender shall
(where appropriate) include any other gender and words importing the singular shall (where
appropriate) include the plural and vice versa.
18.9 Any reference in the CREST Personal Member Terms and Conditions to any statute or
statutory provision (other than the CREST Regulations) shall, unless the context otherwise requires,
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be construed as a reference to such statute or statutory provision (including all instruments, orders
or regulations made thereunder or deriving validity therefrom) as in force at the date of your
Admission Agreement and as subsequently re-enacted or consolidated.
18.10 In construing the CREST Personal Member Terms and Conditions, general words (whether
or not introduced by the word ‘other’) shall not be given a restrictive meaning by reason of the fact
that they are preceded by words indicating a particular class of acts, matters or things and general
words shall not be given a restrictive meaning by reason of the fact that they are followed by
particular examples intended to be embraced by the general words.
18.11 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the CREST Personal
Member Terms and Conditions and accordingly nothing in them shall be directly or indirectly
enforceable by any third party, nor are they intended to confer a benefit on any third party, subject
to the following exceptions:
18.11.1 any provision which expressly refers to the Depository or the Custodian or is expressed as
entered into by EUI as agent for the Depository and/or the Custodian shall be construed as
conferring a benefit on, and be enforceable by virtue of The Contracts (Rights of Third
Parties ) Act 1999 by any person who falls within the definition of ‘Depository’ or
‘Custodian’ (as the case may be);
18.11.2 clause 9.6 shall operate for the benefit of the Bank of England and be enforceable by it
accordingly;
18.11.3 clause 5.12 shall operate for the benefit of the Sponsor and each of the Depository and the
Custodian and be enforceable by them accordingly;
18.11.4 clause 5.14 shall operate for the benefit of each relevant Associate and be enforceable by
it;
18.11.5 clause 5.15 shall operate for the benefit of each relevant Associate and be enforceable by
it;
18.11.6 clause 5.16 shall operate for the benefit of each Company and be enforceable by it
accordingly; and
18.11.7 (without affecting the operation of paragraphs 2 and 3 of Schedule 2 for our benefit where
we are acting as your CREST central sponsor) paragraphs 2 and 3 of Schedule 2 and
paragraphs 4.4 and 4.5 of Schedule 3 shall, where any person other than EUI is acting as
your CREST central sponsor, operate for the benefit of any such person and be enforceable
by it accordingly (whether or not it is a CREST central sponsor at the time of such
enforcement);
provided always that the CREST Personal Member Terms and Conditions may be varied or
rescinded without the consent of any Depository, Custodian or the Bank of England or any
Company or Sponsor or any such third party CREST central sponsor.
18.12 In the CREST Personal Member Terms and Conditions any provision to the effect that we
shall not be liable in respect of a particular matter shall be construed to mean that we shall not
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have any liability which we might, in the absence of such a provision, incur, whether we could incur
such a liability:
18.12.1 under the terms of the CREST Personal Member Terms and Conditions (whether such
terms are express or implied by statute, law or otherwise);
18.12.2 in tort;
18.12.3 for misrepresentation;
18.12.4 for breach of any other duty imposed by law; or
18.12.5 in any other way;
provided that nothing in the CREST Personal Member Terms and Conditions shall be construed as
(i) excluding or limiting liability on our part for death or personal injury resulting from our
negligence or as (ii) excluding liability for fraud or as (iii) excluding or limiting our liability under UK
Regulation 36 or as (iv) limiting any liability we have below the amount of any benefit we receive
by reason of the act, omission or event giving rise to such liability or as (v) excluding or limiting
any rights under the Human Rights Act 1998.
18.13 In the CREST Personal Member Terms and Conditions any reference to our negligence,
wilful default or fraud shall be construed to include the negligence, wilful default or fraud of any
person for which we are vicariously liable. For this purpose any act or omission on the part of the
Bank of England when performing a task concerning the day to day operation of the CREST system
(being part of its role under the arrangements referred to in clause 9.6) which would otherwise
have to be performed by EUI shall be treated as if it were an act or omission of EUI.
19. Investment Funds Service
19.1 The CREST Personal Member Terms and Conditions apply in relation to the Investment
Funds Service subject to the provisions of Schedule 2.
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Schedule 1: International Links Service
These terms and conditions issued by Euroclear UK & Ireland Limited (‘EUI’) supplement the
CREST Personal Member Terms and Conditions and are a Schedule to them and shall be construed
accordingly.
1. Definitions and Interpretation
1.1 In this Schedule the following expressions have the meanings set against them below:
‘CDI’: a depository interest of a particular series representing a particular class of International
Securities constituted pursuant to a Deed Poll;
‘CREST Securities’: securities which are participating securities within the meaning of the CREST
Regulations, other than CDIs;
‘CSD’: a central securities depository operating outside the United Kingdom, or an entity which is a
participant in such a depository and provides services as a custodian or subcustodian, with which
EUI has established a link, as listed in the CREST Manual from time to time; or, where the context
admits, a nominee acting on behalf of such a depository or entity;
‘Custodian’: CREST International Nominees Limited; or CIN (Belgium) Limited (each being wholly
owned subsidiaries of the Depository); or such other person as may be appointed by the
Depository to hold International Securities on behalf of the Depository as Custodian in accordance
with the provisions of a particular Deed Poll including, if the circumstances require, the Depository
itself;
‘Deed Poll’: a Deed Poll to be entered into by the Depository substantially in the form from time to
time appearing in the CREST Manual, relating to classes of International Securities of a kind to be
defined in that Deed Poll;
‘Depository’: CREST Depository Limited or such other person as may be appointed as Depository
in accordance with the terms of the relevant Deed Poll;
‘International Securities’: securities, whether represented by bearer certificates or instruments
or by being recorded on a register or otherwise howsoever, and which are eligible to be held in a
particular CSD and which are not participating securities; but excluding such securities or classes of
securities as the Depository may from time to time determine; and
‘International Links Service’ or ‘Links Service’: each of (or where the context requires all of)
the services provided by EUI which enables CREST members indirectly to hold, and to settle
transactions in, securities held in a CSD (and to transfer CREST Securities to, or receive CREST
Securities from, participants in a CSD) as more particularly described in, or prescribed pursuant to,
the CREST Manual.
2. Scope of the International Links Service
2.1 The International Links Service comprises arrangements with one or more CSDs, which
arrangements may differ as between CSDs, the principal details of the arrangements (insofar as
they are relevant to CREST members) being as described from time to time in the CREST Manual.
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All the arrangements involve the holding of International Securities by the Custodian on behalf of
the Depository for the account of CREST members and the issue of CDIs representing such
International Securities by the Depository to CREST members; and this Schedule 1 together with
the provisions of the relevant Deed Poll and the CREST Manual set out, in particular, the basis on
which such International Securities are so held and CDIs are so issued and may be transferred, and
the basis on which CREST members may transfer CREST Securities to, or receive CREST Securities
from, participants in CSDs.
2.2 To the extent that the International Settlement Links Service involves the holding in safe
custody and the administration of assets represented by CDIs, EUI accepts responsibility for the
same as being a CREST service provided by it; the performance of the functions required for this
purpose is carried out by the Depository and/or the Custodian under arrangements which are
operated by EUI as described in this Schedule 1 and the CREST International Manual. Nothing in
the CREST Personal Member Terms and Conditions shall be construed as inferring that the services
provided by the Depository and the Custodian are provided otherwise than under the arrangements
operated by EUI as so described.
2.3 Each arrangement with a CSD comprises a separate service provided by EUI. EUI may
terminate any particular service by not less than 30 days’ prior written notice (or such lesser notice
as is necessary to comply with the arrangements made with the relevant CSD).
3. Depository, issue of CDIs, your obligations and the nominee arrangement
3.1 EUI undertakes to you that it will procure that the Depository will, before issuing any CDIs
in respect of any class of International Securities held within a CSD, execute a Deed Poll which by
its terms will comprise International Securities of classes which include the class in question.
3.2 You acknowledge and agree with EUI (for itself and as agent for and on behalf of each of
the Depository and the Custodian) that, by utilising the facilities of the International Links Service,
you accept and are bound by all the provisions of the Deed Poll and by all the provisions of, or
prescribed pursuant to, the CREST Manual and the CREST Rules applicable to the International
Links Service and will comply in full with all obligations imposed on you by such provisions.
3.3 Without prejudice to paragraph 3.2, you undertake to and agree with each of EUI (for itself
and as agent for and on behalf of each of the Depository and the Custodian) that whenever you are
a Taker or a Holder of a CDI, as those expressions are defined in the Deed Poll, you give to the
Depository the indemnities, warranties, representations and undertakings expressed in the Deed
Poll to be given by a Taker or a Holder of a CDI.
3.4 You consent to the non-payment of interest on any moneys held for your account by the
Depository or the Custodian, waive any right to interest on such moneys, and consent to the
retention by the Depository for its own benefit of any interest earned on such moneys.
3.5 Pursuant to the terms of the Deed Poll, upon the termination or suspension of your CREST
membership (including pursuant to your bankruptcy) and in certain other default circumstances,
your CDIs may be transferred to Trinity Nominees Limited or other nominee (‘Trinity’) which is a
subsidiary of EUI and a CREST member, on bare trust for you on such terms as Trinity, EUI and the
73
Depository shall determine (the ‘Nominee Arrangement’). Notwithstanding this, the following
general provisions shall apply to the Nominee Arrangement:
3.5.1 to the extent that the Nominee Arrangement involves the holding in safe custody and the
administration of CDIs, EUI accepts responsibility for the same as being a CREST service
provided by it (as part of the International Settlement Links Service), the performance of
the functions required for this purpose being carried out by Trinity under arrangements
which are operated by EUI;
3.5.2 EUI undertakes to you that it will be responsible to you for the acts and omissions of Trinity
under the Nominee Arrangement (including any Liabilities resulting from the same for
which Trinity would otherwise be liable) in place of Trinity, on the same basis as if they
were the acts and omissions of EUI under these CREST Personal Member Terms and
Conditions and clause 5.5 shall be read accordingly, subject always to the limitations and
restrictions of EUI's liability provided for therein; and
3.5.3 paragraph 7.2 of Schedule 1 shall apply in consideration of EUI's undertaking in paragraph
3.5.2 above on the basis that references to ‘the Depository’ and/or ‘the Custodian’ are
construed as references to ‘Trinity’ (and other necessary changes made);
in each case subject to the terms of the Nominee Arrangement which may, with the agreement of
the Member where necessary, amend the CREST Personal Member Terms and Conditions.
4. Protection of transferor participants of CSDs in transactions with CREST members
4.1 Where by utilising the International Links Service you are proposing to acquire CREST
Securities, or CDIs representing International Securities, which securities are held by or for a CSD
for the account of a participant in it (the ‘transferor participant’), and the CSD records a transfer
of the transferor participant’s entitlement thereto to a reserve balance of the Custodian in that CSD,
or takes any other step to provisionally allocate securities to the proposed acquisition by placing
them under the control of the Custodian or otherwise, you undertake to and agree with EUI (for
itself and as agent for and on behalf of each of the Custodian and the Depository) that:
(a) you will not assert and, so far as you are able, will procure that no person for whom
(directly or indirectly) you hold or are to hold securities as nominee or agent will assert,
any claim whatever against EUI, or the Depository or the Custodian in respect of any
securities held within such reserve balance or otherwise so provisionally allocated; and
(b) EUI, the Depository and the Custodian may agree to or sanction the application of such
arrangements as may be stipulated by the CSD with a view to securing that the transferor
participant retains rights to the securities concerned up to the time when the securities are
(if they are CREST securities) credited to your stock account in the CREST system; or (if
they are International Securities) credited to the available balance of, or otherwise credited
unprovisionally to the account of, the Custodian in the CSD on behalf of the Depository for
your account.
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5. Charges etc.
5.1 You undertake to EUI (for itself and as agent for and on behalf of the Depository and the
Custodian) to pay the fees, tariff charges, fines and default and other charges (unless and to the
extent discharged by your Sponsor on your behalf) in connection with your use of the International
Links Service as set out, and on the basis referred to, in the CREST Personal Member Terms and
Conditions, the CREST Manual and the Deed Poll or as otherwise published by EUI from time to
time. Such fees, tariff charges, fines and default and other charges may be supplemented by and
shall not be abated by other remuneration received or receivable by EUI, the Depository or the
Custodian in connection with your use of the International Links Service and neither EUI, the
Depository nor the Custodian shall be under any obligation to account to you for any financial
benefit so derived by any of them.
5.2 You agree with EUI (for itself and as agent for and on behalf of the Depository and the
Custodian):
5.2.1 that if any sum is or will become due or owing from you to any of EUI, the Depository or
the Custodian (whether under this Agreement or the Deed Poll) (such sum for the purposes
of this paragraph 5 being referred to as the ‘relevant sum’) (subject always to the cap in
relation to a cash memorandum account) EUI, the Depository and the Custodian are
irrevocably authorised, at any time (and without prior notice to you), to effect a CREST
payment (denominated in the currency of the sum due), from you to the Depository or the
Custodian in an amount equal to the relevant sum (or the unpaid part of it) and in
discharge of the relevant sum (or the unpaid part of it) due or owing from you;
5.2.2 that where you do not have a cash memorandum account denominated in the currency of
the relevant sum, EUI may convert such sum (or the unpaid part of it) into the currency of
your cash memorandum account either:
(a) (where the currency of payment of the relevant sum is a designated currency) at
the exchange rate held within the CREST system at that time; or
(b) (where the currency of payment of the relevant sum is not a designated currency)
at such exchange rate and at such time as EUI may reasonably consider appropriate, and
paragraph 5.2.1 shall apply to the resulting sum;
5.2.3 that clause 4 of the CREST Personal Member Terms and Conditions shall apply to any
properly authenticated dematerialised instruction created under the authority contained in
paragraph 5.2.1, which instruction shall be deemed to be sent by and shall be attributable
to you; and
5.2.4 not to revoke any of the authorities contained in this paragraph 5.2.
5.3 EUI agrees and will procure that the Depository and the Custodian agree that the CREST
payment made in accordance with paragraph 5.2.1 shall discharge your obligation to pay the
relevant sum (or the unpaid part of it) to the extent of the amount of the CREST payment (and, if
applicable, the amount converted in accordance with paragraph 5.2.2).
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6. Acknowledgements and Indemnities
6.1 You acknowledge and agree with EUI (for itself and as agent for and on behalf of the
Depository and the Custodian) that:
6.1.1 the communications links (including, without limitation, communications links relating to
payment mechanisms) between each CSD (or any other person) and the CREST
Applications Hosts will not form part of the EUI systems, and that EUI and the Depository
and the Custodian have no responsibility for the operation or non-operation of those links;
accordingly, EUI and the Depository and the Custodian shall be entitled without further
enquiry to execute or otherwise act upon instructions or information or purported
instructions or information received by means of such communications links (and to
authorise a CSD or other person to do so) notwithstanding that it may afterwards be
discovered that any such instruction or information or purported instruction or information
was not genuine or was not correct or was not initiated by the CSD or other person
authorised to give it. Nothing in this paragraph shall entitle EUI or the Depository or the
Custodian to execute or otherwise act upon an instruction or information or purported
instruction or information if at the time it received it or at any time thereafter it had actual
notice that it was not genuine, or that any information contained in it was incorrect or that
it was not initiated by the CSD or other person authorised to give it and at the time that it
received the actual notice it was practicable to halt the processing of the instruction or
information or purported instruction or information. Neither EUI nor the Depository nor the
Custodian shall be liable to you for any Liabilities you suffer or incur as a result of EUI or
the Depository or the Custodian having executed or otherwise acted upon any instruction
or information or purported instruction or information that it was entitled to execute or act
upon pursuant to this paragraph.
6.1.2 EUI, the Depository and the Custodian rely on the CSD in which the relevant International
Securities are held to supply information relating to cash distributions, corporate actions,
forthcoming meetings of the holders of those securities and other matters having a bearing
on the rights of persons holding CDIs representing such securities; accordingly the content
of the information made available to CREST members and the time at which such
information is available will reflect the content of and timing of the supply of information to
EUI, the Depository or the Custodian, for which no responsibility is accepted;
6.1.3 EUI, the Depository and the Custodian make no representation and give no assurance as to
(a) the legal or regulatory implications of the operation of the International Links
Service in the UK or in the respective jurisdictions of the CSDs in which
International Securities are held and transferred or
(b) the legal or regulatory requirements or the arrangements relating to settlement
and the holding and segregation of investments in the respective jurisdictions of
the CSDs or in which International Securities are held and/or transferred. If you
utilise the International Links Service to acquire and hold and dispose of interests
in International Securities, or to acquire from, and dispose of to, participants in
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CSDs CREST Securities, you acknowledge and accept that these are matters as to
which it is for you to satisfy yourself;
6.1.4 EUI, the Depository and the Custodian may participate in the CSDs subject to the normal
terms and conditions of business of that CSD or such other terms and conditions as EUI,
the Depository or the Custodian may consider appropriate. Where, by virtue of compliance
with such terms and conditions EUI, the Depository or the Custodian may breach the
provisions of the CREST Personal Member Terms and Conditions or the Deed Poll, they shall
have no liability to you or any other person for any Liabilities suffered or incurred as a
result;
6.1.5 you shall not cause or endeavour to cause EUI, the Depository or the Custodian to make or
assert any right or claim whatsoever against a CSD or an issuer of International Securities
or its officers;
6.1.6 information held by EUI, the Depository or the Custodian or within the EUI systems about
you and your activities may be provided by any of EUI, the Depository or the Custodian
from time to time to (or they may permit access to the same from time to time by) any
CSD without restriction on its use of such information and you expressly consent to the
disclosure of such information;
6.1.7 if you elect in accordance with the CREST International Manual to receive cash distributions
referable to International Securities in a currency in which you do not have a cash
memorandum account, your entitlement to a distribution having been notified in
accordance with the CREST International Manual, it is your responsibility to ensure your
Sponsor monitors the receipt of the correct amount and notifies the Depository no later
than 17:00 on the date on which you should, in accordance with the notification, have
received payment if no such payment, or the incorrect amount, has been received;
6.1.8 the responsibility under the CREST Regulations for maintaining the registers and records of
CDIs rests solely with the Depository or EUI (as the case may be) and the provisions of
paragraph 7 below shall apply to any claim or proceedings against the Depository to
recover damages, compensation or other payment or remedy arising directly or indirectly
from the maintenance of such registers and records and accordingly you undertake to take
no action to recover damages, compensation or payment or remedy of any other nature
from any person (including any agent appointed by the Depository) other than EUI, or,
where permitted, the Depository, in respect of the maintenance of such registers and
records;
6.1.9 EUI, the Depository and the Custodian may hold CREST members’ money entitlements in
client bank accounts outside the UK on a pooled basis pending distribution and such money
may not be protected as effectively as money held in a bank account in the UK; in
particular, the relevant bank may be entitled to combine funds held in a client bank
account with any other account of EUI, the Depository or the Custodian or to exercise any
right of set-off or counterclaim against money held in a client bank account in respect of
any sum owed to it on any other account by EUI, the Depository or the Custodian;
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6.1.10 EUI undertakes to take reasonable care in the selection and continued use of any person
who provides banking and related services in connection with the provision of the
International Links Service but neither EUI, the Depository or the Custodian is responsible
for the acts or omissions of any such person; and you further acknowledge and agree that
any such person is responsible only to any or all of EUI, the Depository and the Custodian
and undertake to take no action to recover damages, compensation or payment or remedy
of any other nature from any such person; and
6.1.11 EUI is authorised to make available to your Sponsor in the manner described in the CREST
International Manual details of distributions, bonus issues, rights issues, capital
reorganisations and other information or matters relating to International Securities and
you are responsible for making arrangements with your Sponsor to enable you to receive
such information; EUI, the Depository and the Custodian have no obligation to make any
such information or matters available in any other manner, and in particular have no
obligation to make such information available or to disclose such matters directly to you.
6.2 You agree with EUI (for itself and as agent for and on behalf of the Depository and the
Custodian) that:
6.2.1 you shall provide all or any of EUI, the Depository and the Custodian with such security,
guarantees or other cover as any of them may from time to time require in relation to
Liabilities which they or any of them may actually or prospectively or contingently suffer or
incur as a result of your participation in the International Links Service and/or any
particular element thereof; and
6.2.2 EUI, the Depository and the Custodian may, in the circumstances described in the CREST
International Manual, purchase, for your account and at your expense, a sufficient amount
of any class of International Securities to eliminate any shortfall or prospective shortfall in
the Custodian’s holding of that class of International Securities which is, in the opinion of
EUI, attributable to you.
6.3 You agree to indemnify and keep indemnified EUI against any Liabilities suffered or
incurred by EUI in connection with your participation in the International Links Service except for
Liabilities caused by or resulting from any wilful default, negligence or fraud of EUI, the Depository
or the Custodian. This indemnity is given without prejudice to the indemnity given for the benefit of
the Depository and the Custodian in the Deed Poll. You acknowledge and agree that EUI may
undertake obligations to CSDs and other persons providing services in connection with the
International Links Service to enable the Depository and the Custodian to carry out their duties
under the Deed Poll and that EUI may have recourse to the Depository and the Custodian in
respect of any Liabilities suffered by it under such arrangements, and that where such Liabilities
relate to property held for your account or CDIs held by you then the Depository and the Custodian
may have recourse to their rights in relation to you contained in the Deed Poll.
7. EUI to assume liability in damages etc. in place of Depository and Custodian
7.1 EUI undertakes to you that it will be responsible to you for the acts and omissions of the
Depository and any Custodian which is a wholly owned subsidiary of EUI on the same basis as if
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they were the acts and omissions of EUI and clause 5.5 shall be read accordingly. If by reason of
the failure to comply with, or breach of, any duty or obligation binding on it pursuant to the Deed
Poll or otherwise by, or otherwise as a result of the negligence, fraud or wilful default of, the
Depository and/or the Custodian in connection with the International Links Service, you suffer or
incur any Liabilities in respect of which the Depository or the Custodian would otherwise, in the
absence of this provision, be liable to make any payment to you or incur any other financial cost or
obligation to deliver property by way of damages, compensation, restitution or otherwise (whether
such liability arises in respect of breach of contract, in tort, for misrepresentation, for breach of
trust or any other duty imposed by law or in any other way), then EUI undertakes to you and you
undertake to EUI (for itself and as agent for and on behalf of each of the Depository and the
Custodian) that any such payment shall be made or cost or obligation shall be incurred, and the
liability to make any such payment or incur any such cost or obligation shall be borne, exclusively
by EUI (subject to the limitations on and restrictions of EUI’s liability provided for in the CREST
Personal Member Terms and Conditions but so that nothing shall operate so as to (i) exclude or
limit any liability for death or personal injury resulting from negligence or (ii) exclude liability for
fraud of the Depository or the Custodian or (iii) limit any liability below the amount of any benefit
the Depository or the Custodian has received by reason of the act, omission or event giving rise to
such liability).
7.2 In consideration of the undertaking of EUI in paragraph 7.1, you further undertake to EUI
(for itself and as agent for the Depository and the Custodian) that you will not make, permit, cause
or assist any other person to make, any claim against, or take any proceedings against, the
Depository or the Custodian to recover such damages or compensation or other payment, even if
the same is not recoverable from EUI by reason of limitations of or restrictions on EUI’s liability
contained in the CREST Personal Member Terms and Conditions or otherwise; but this provision
shall not prevent you from obtaining injunctive or declaratory relief, or an order for specific
performance, or any other relief provided that in any case such relief does not involve the payment
of money or the incurring of any other financial cost or obligation or the delivery of property,
against the Depository or the Custodian.
8. Liability to pay Stamp Duty Reserve Tax
8.1 You agree and acknowledge that:
8.1.1 stamp duty reserve tax (‘SDRT’) may not be payable on agreements to transfer certain
CDIs by virtue of the Stamp Duty Reserve Tax (UK Depository Interests in Foreign
Securities) Regulations 1999, as amended; and
8.1.2 it is your responsibility, and not EUI’s, to ensure that any CDIs which you are proposing to
acquire or dispose of by means of the CREST system and which are identified by the CREST
system as being exempt from the charge to SDRT on their transfer are so exempt.
8.2 You undertake to EUI;
8.2.1 to notify EUI forthwith if CDIs which you are proposing to acquire or dispose of by means of
the CREST system and which are identified by the CREST system as being exempt from the
charge to SDRT on their transfer are not so exempt; and
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8.2.2 to pay to EUI any SDRT and any interest, charges or penalties in relation to late or non-
payment of SDRT arising directly or indirectly from any agreement by you to acquire or
dispose of CDIs or International Securities represented or to be represented by CDIs which
are not exempt for whatever reason from the charge to SDRT on their transfer and to hold
EUI harmless from any and all Liabilities arising from or incurred in connection therewith.
8.3 For the purposes of this paragraph 8, you will be taken to be proposing to acquire CDIs or
to have entered into an agreement to acquire CDIs if you acquire CDIs from another Member or if
the CDIs are to be issued to you and to be proposing to dispose of CDIs or to have entered into an
agreement to dispose of CDIs if you dispose of CDIs to another Member or if the CDIs would, as a
result, be cancelled.
9. Further services where CSD is not a CREST member
9.1 EUI has made arrangements for CDIs to be transferred to and held by the Custodian,
pending confirmation or retransfer to the transferring CREST member when the relevant CSD is not
a CREST member of the type CSD participant (referred to in this paragraph 9 as ‘the relevant
circumstances’).
9.2 If, during the period when the Custodian is registered as the holder of CDIs in the relevant
circumstances, it becomes entitled to any right or benefit attributable to the CDIs, EUI undertakes
that it shall take reasonable care to take such action (if any) in connection with the delivery of that
right or benefit to the transferring CREST member as is set out in the CREST International Manual.
You agree and acknowledge that the Custodian shall have no obligation to take any action in
connection with the administration of such rights or benefits.
9.3 EUI (in its capacity as agent for and on behalf of the Custodian and not for itself) hereby
declares and confirms that the Custodian will hold CDIs transferred to it in the relevant
circumstances as bare trustee and on the terms recorded in the CREST International Manual and
that EUI will procure any company or body which in future becomes a Custodian to do so.
10. General
10.1 Save as provided, in respect of any particular link, in the CREST Manual neither EUI nor the
Depository nor any Custodian shall:
10.1.1 arrange for any International Securities or other Deposited Property (as defined in the
relevant Deed Poll) to be lent to any other person, or
10.1.2 charge in favour of any other person any such property as security.
10.2 The Depository will (through the Custodian) hold the entitlements to the international
securities on trust for you and other holders of CDIs of the same series collectively in the same
name or in a fungible account, but the underlying international securities of each class will not be
identifiable by separate physical documents of title or otherwise and should the Depository default,
any shortfall in investments so registered or held may be shared pro rata among all holders of CDIs
of the relevant class. You should note that, in accordance with the provisions of the CREST
Personal Member Terms and Conditions, the relevant Deed Poll and the CREST Manual,
participation in the International Links Service can be terminated by:
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10.2.1 the transfer or cancellation of any CDIs held by you and, in the case of cancellation,
withdrawal of the International Securities represented by such CDIs; and
10.2.2 opting out of the international settlement links functionality (thereby preventing delivery of
CDIs to you across the international links except in circumstances where CDIs are credited
to your account as a result of a corporate action which cannot be prevented by your
Sponsor).
If you do not wish to receive a transfer of CDIs from a CREST member you should instruct your
Sponsor not to match any delivery instructions relating to CDIs which cite you as the transferee.
The normal CREST Tariff will apply to your Sponsor for the above transactions. No special charges
will be made on your ceasing to participate in the International Links Service.
10.3 Schedule 1 shall apply as and from your admission as a CREST member in relation to your
use of the International Links Service.
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Schedule 2: Central sponsor services
These terms and conditions issued by Euroclear UK & Ireland Limited (‘EUI’) supplement the
CREST Personal Member Terms and Conditions and are a Schedule to them and shall be construed
accordingly.
1. Scope of central sponsor services
1.1 Central sponsor services comprise the systems, services and procedures, which may differ
as between CREST central sponsors acting as such in relation to trades executed on different
trading systems, or cleared through different clearing services, the principal details of which
(insofar as they are relevant to CREST members) being as described from time to time in the
CREST Manual. All the services involve systems, services and/or procedures which are intended to
facilitate the creation of central sponsor transactions. The terms and conditions contained in
paragraphs 2 to 6 (inclusive) of this Schedule 2 together with the CREST Manual set out, in
particular, the basis on which central sponsor services are provided to CREST members.
1.2 Each arrangement under which a particular CREST central sponsor provides central sponsor
services in relation to a trading system or clearing service comprises a separate service provided
by that CREST central sponsor which may be terminated by not less than 30 days’ prior written
notice to you (or such other period of notice, which may be more or less than 30 days, as is
necessary to comply with any arrangements made between that CREST central sponsor and us or,
where the relevant central sponsor services are operated or provided by us as CREST central
sponsor, between us and the operator of the relevant trading system and/or the relevant CCP or
the provider of the relevant clearing service).
2. Appointment of a CREST central sponsor
2.1 You acknowledge and agree that:
2.1.1 a CREST central sponsor’s provision of central sponsor services to you is made on and
subject to the provisions of paragraph 2.2; and
2.1.2 to the extent that they do not form part of the CREST system, central sponsor services
provided by EUI form part of the CREST services.
2.2 You agree:
2.2.1 that upon your election in accordance with the procedures described in the CREST Manual
that central sponsor transactions attributable to a particular CREST central sponsor shall in
addition be attributable to you, that CREST central sponsor shall be appointed to act as
your CREST central sponsor in relation to such central sponsor transactions upon and
subject to the remaining provisions of this paragraph 2.2;
2.2.2 that your CREST central sponsor is authorised to do on behalf of you all or any of the acts
or things which the CREST Manual provides may be done by that CREST central sponsor on
your behalf, and your CREST central sponsor shall not be liable to you for any Liabilities
suffered or incurred by you which result from the CREST central sponsor taking any action
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authorised by or permitted or provided for in the CREST Personal Member Terms and
Conditions or the CREST Manual;
2.2.3 to indemnify and keep indemnified your CREST central sponsor against all Liabilities
suffered or incurred by that CREST central sponsor arising directly or indirectly from its
actions and/or omissions under the CREST Personal Member Terms and Conditions in
connection with its central sponsorship of you, provided always that this indemnity shall not
apply to the extent that the Liabilities suffered or incurred by your CREST central sponsor
are suffered or incurred by reason of the CREST central sponsor’s negligence, wilful default
or fraud or to the extent that your CREST central sponsor could have avoided such
Liabilities by taking reasonable steps or to the extent that the CREST central sponsor has
acted outside the scope of its authority under the CREST Personal Member Terms and
Conditions;
2.2.4 your appointment of a CREST central sponsor (and the authorities and permissions given
by you to your CREST central sponsor under the CREST Personal Member Terms and
Conditions) are irrevocable during that CREST central sponsor’s sponsorship and
termination of the CREST Personal Member Terms and Conditions or your purported
revocation of that CREST central sponsor's sponsorship shall not affect then outstanding
rights and obligations and instructions (or instructions the processing of which it is not
practicable to halt) which shall continue to be governed by the CREST Personal Member
Terms and Conditions until all obligations of your and that CREST central sponsor under the
CREST Personal Member Terms and Conditions have been fully performed;
2.2.5 that, save that a CREST central sponsor shall be obliged to enter into and keep in force a
contract with an accredited network provider or to operate such other procedures pursuant
to which it is able to send and receive properly authenticated dematerialised instructions
attributable to and on behalf of you in relation to central sponsor transactions, where a
CREST central sponsor appoints an accredited network provider it owes no other duty to
you in relation to the services provided to that CREST central sponsor by its accredited
network provider and/or in relation to any services which are described in the CREST
Manual as being the responsibility of the network provider;
2.2.6 that, where a CREST central sponsor appoints an accredited network provider, the
acknowledgements and agreements of you set out in clauses 8.2 and 8.3 in relation to the
respective responsibilities of you (or your Sponsor) and your Sponsor’s network provider
apply (with appropriate changes of detail) to the respective responsibilities of your CREST
central sponsor and its network provider;
2.2.7 to notify us immediately in accordance with the CREST Manual and (if different) the CREST
central sponsor concerned immediately of any circumstances of which you are aware and
which may affect the right, authority or ability of a CREST central sponsor to act as such on
behalf of you in relation to any central sponsor transaction;
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2.2.8 that a CREST central sponsor’s sponsorship may only be suspended or terminated (whether
in whole, or in part in relation to any particular function) in the circumstances, and in
accordance with the procedures, described in the CREST Manual;
2.2.9 in connection with the suspension or termination of a CREST central sponsor’s sponsorship,
to take all reasonable steps to ensure that such suspension or termination is achieved in an
orderly manner which minimises disruption to other CREST users and participants and to
use all reasonable endeavours to co-operate with us and (if different) the CREST central
sponsor concerned to implement such suspension or termination in an orderly manner;
2.2.10 that your CREST central sponsor has no responsibility for electronic messages until they
reach the systems or other equipment identified in the CREST Manual as being the point at
which that CREST central sponsor’s responsibility for such messages commences and, if so
specified in the CREST Manual, has no responsibility for electronic messages sent from such
systems or equipment after the messages leave such systems or equipment;
2.2.11 that, save for the operation of the CREST system, the netting procedures and the direct
input services when operated or provided by us as part of the central sponsor services
provided by us as CREST central sponsor (which are operated or provided by us as
principal), the central sponsor services provided by a CREST central sponsor to you are
provided as agent for you (but the CREST central sponsor does not otherwise act as trustee
or fiduciary for you or any other person in relation to the central sponsor services provided
by us as agent or otherwise);
2.2.12 that, where a person other than EUI acts as a CREST central sponsor, we do not undertake
or assume any responsibility to you (or any other person) for the central sponsor services
provided by that CREST central sponsor; and, in relation to the operation or provision of
the CREST system and the CREST services (including the netting procedures, where
applicable, and the direct input services) in connection with that CREST central sponsor’s
provision of central sponsor services to you, that we do not undertake or assume any
responsibility towards you or any other person (other than the CREST central sponsor
concerned); and
2.2.13 that information about you and your activities, which a person receives or to which it has
access as a CREST central sponsor, may be disclosed or used by the CREST central sponsor
for the purpose or purposes and in the manner specified in the CREST Manual; and, by
accepting these Terms and Conditions, you expressly consent to such disclosure or use.
2.3 For the purposes of the CREST Personal Member Terms and Conditions, the central sponsor
services provided by a CREST central sponsor to you comprise:
2.3.1 if you have elected, in accordance with the procedures described in the CREST Manual, for
any gross transaction to which you are a party to be created as a central sponsor
transaction attributable to you, the operation and provision of all central sponsor services
provided by the CREST central sponsor concerned in relation to that transaction prior to
and upon the creation of such gross transaction;
84
2.3.2 if you have elected, in accordance with the procedures described in the CREST Manual, for
any net transaction which results from the operation of the netting procedures to be
created as a central sponsor transaction attributable to you, the operation and provision of
all central sponsor services provided by the CREST central sponsor concerned in relation to
that transaction in the period commencing immediately after the creation of any gross
transaction attributable to you which is included in the netting procedures from which such
net transaction results and ending upon the creation of such net transaction.
2.4 You warrant and represent to us and, if different, the CREST central sponsor concerned
that you have full power to employ the services of your CREST central sponsor.
2.5 We will allow you access to your records relating to dematerialised instructions received
from your CREST central sponsor and attributable to you and sent to your CREST central sponsor
and addressed to you (subject to you paying the charges levied by us for such access), in the
event that it is established to our satisfaction that the CREST central sponsor concerned and/or
your Sponsor, cannot or will not provide details of the same to you.
3. Reliance on information
3.1 You agree that your CREST central sponsor shall be entitled without further enquiry to
execute, rely or otherwise act upon instructions or information or purported instructions or
information received by or through the systems or equipment referred to in paragraph 2.2.10
above notwithstanding that it may afterwards be discovered that any such instruction or
information or purported instruction or information was not genuine or was not correct or was not
sent with the authority of any person on whose behalf it was expressed to have been sent or was
not initiated by the person entitled to give it or was not initiated through the systems, gateway,
workstations and associated equipment (as the case may be) operated by such person.
3.2 Nothing in paragraph 3.1 shall entitle a CREST central sponsor to execute, rely or otherwise
act upon an instruction or information or purported instruction or information if at the time it
received it or at any time thereafter that CREST central sponsor had actual notice that:
3.2.1 it was not genuine; or
3.2.2 any information contained in it was incorrect; or
3.2.3 it was not sent with the authority of the person on whose behalf it was expressed to have
been sent; or
3.2.4 it was not initiated by the person entitled to give it; or
3.2.5 it was not initiated through the systems, gateway, workstation and associated equipment
(as the case may be) operated by the person entitled to give it,
and at the time it received the actual notice it was practicable for that CREST central sponsor to
halt the processing of the instruction or information or purported instruction or information.
3.3 A CREST central sponsor shall not be liable to you for any Liabilities suffered or incurred by
you as a result of that CREST central sponsor having executed, relied or otherwise acted upon any
85
instruction or information or purported instruction or information that it was entitled to execute,
rely or act upon pursuant to paragraph 3.1.
4. EUI as CREST central sponsor
4.1 If and to the extent that we act as CREST central sponsor for you, the provisions of
paragraphs 2 and 3 above shall operate for the benefit of us acting in that capacity, and are in
addition and without prejudice to:
4.1.1 the limitations on the scope of our obligations to you, and the limitations on, and
exemptions from, our liability to you provided for in the other provisions of these Terms
and Conditions; and
4.1.2 the authorities, permissions and consents given to us under any other provision of these
Terms and Conditions.
4.2 Nothing in clause 4.4 of the CREST Personal Member Terms and Conditions shall exclude
liability on our part for any Liabilities suffered or incurred by you as a result of us having executed,
relied or otherwise acted upon any instruction or information which was sent or initiated by us as
your CREST central sponsor in breach of our obligations to you under the CREST Personal Member
Terms and Conditions (but any such liability or obligations on our part shall be subject to the
limitations on the scope of our obligations to you, and the limitations on, and exemptions from, our
liability to you provided for in the other provisions of the CREST Personal Member Terms and
Conditions).
5. Suspension and termination, etc., when a Member uses central sponsor services
5.1 We may suspend or terminate you as a system-member in whole, or in part in relation to
any particular function, with immediate effect (or with effect from such time and date as we may
specify) in the following circumstances:
5.1.1 if the participation of your CREST central sponsor as a CREST sponsor is suspended or
terminated (in whole, or in part in relation to any particular function or to you) unless prior
to such suspension or termination you have, in accordance with paragraph 2.2.1, appointed
a replacement CREST central sponsor in relation to the central sponsor services concerned;
5.1.2 if we have any reason to believe that the appointment of your CREST central sponsor, or
the authority of your CREST central sponsor to act as CREST sponsor for you, in relation to
central sponsor services has been or is to be suspended or terminated unless prior to such
suspension or termination you have, in accordance with paragraph 2.2.1, appointed a
replacement CREST central sponsor in relation to the central sponsor services concerned.
5.2 You acknowledge and agree that the provisions of clauses 13.3 to 13.7 inclusive of the
CREST Personal Member Terms and Conditions shall apply (with all appropriate changes of detail)
in relation to any suspension or termination pursuant to paragraph 5.1. This paragraph 5.2 shall
survive any termination of your membership pursuant to paragraph 5.1.
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6. Netting procedures and direct input services
6.1 You undertake to us that you will not permit the settlement under the netting procedures of
any transaction which is attributable to you unless you have obtained the authority and consent to
such net settlement of each person who has rights and/or obligations as a contracting party in
respect of that transaction, and by electing to use the netting procedures in relation to any
particular transaction which is attributable to you, you represent and warrant that such authority
and consent are present and effective in respect of that transaction.
6.2 (Without prejudice to paragraph 2.2.12) you acknowledge, agree and accept that to the
extent that they do not form part of the CREST system, the netting procedures and the direct input
services form part of the CREST services.
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Schedule 3: Investment Funds Service
These terms and conditions issued by Euroclear UK & Ireland Limited (‘EUI’) supplement the
CREST Personal Member Terms and Conditions and are a Schedule to them and shall be construed
accordingly.
1. Scope of the Investment Funds Service
1.1 The Investment Funds Service comprises the arrangements the principal details of which
are described in the CREST Manual.
1.2 In relation to the Investment Funds Service, the provisions of the Personal Member Terms
and Conditions apply as if:
1.2.1 references to securities, or participating securities, were, as the context requires, to units
of an investment fund participating in the Investment Funds Service and/or to the related
notional units;
1.2.2 references to a participating issuer were to an investment fund participating in the
Investment Funds Service;
1.2.3 references to securities, or participating securities, being held through or by means of the
CREST system or being held in uncertificated form were to units, notional records of which
are reflected in or by means of the CREST system;
1.2.4 references to transfers of units include acquisition or disposal (as the case may be) by any
means, including without limitation by issue or cancellation.
1.3 Terms defined or used in Chapter 13 of the CREST Reference Manual which are used in this
Schedule 3 shall have the meanings given to them in that Chapter.
1.4 The provisions of clauses 6.1.1, 10.2, 10.6 and 11.1.1 shall not apply in relation to the
Investment Funds Service.
2. Notional units
2.1 You acknowledge that:
2.1.1 the CREST system does not maintain the legal register of title to units issued by investment
funds participating in the Investment Funds Service;
2.1.2 a stock account entry in relation to a participating investment fund does not constitute an
entry on an Operator register of securities; and
2.1.3 such an entry does not constitute or evidence a proprietary interest in units issued by such
an investment fund.
2.2 In the circumstances referred to in the CREST Manual, or where required or permitted to do
so by law, by a court order or by any UK or other governmental or regulatory body or authority
from time to time, we may issue an Operator-instruction or record a transfer of notional units held
by you or to be held by you without having received an instruction in relation thereto from you or
your Sponsor. In particular (but without limiting the generality of the foregoing), we may, whether
88
or not in connection with suspension or termination of your membership, delete stock account
entries in relation to notional units.
2.3 When we permit an investment fund (and a class of units of an investment fund) to
participate in the Investment Funds Service, we do so in reliance on confirmation by the
investment fund (or its agent) that all necessary conditions to the admission of such units (whether
imposed by the CREST Rules, the CREST Regulations or otherwise howsoever) have been fulfilled
and we do not monitor compliance with such conditions. We shall not incur any liability for any
Liabilities suffered or incurred by you as a result of the admission of an investment fund (or a
particular class of units of an investment fund) to participate in the Investment Funds Service or as
a result of entry into the CREST relevant system of units of a participating investment fund,
whether such Liability suffered or incurred by you arises as a result of some defect in the
constitution of the units concerned or because of some want of or defect in title to any unit of a
particular investment fund or otherwise howsoever. You further acknowledge that you are
responsible for ascertaining the terms of issue of any investment fund and the mode of exercise of
any privilege, benefit or right attaching to it, and for ascertaining the terms of any corporate event
facilitated by the CREST relevant system.
3. Transfers of investment fund units
3.1 You acknowledge, agree and accept that there is no guarantee that a participating
investment fund will register a transfer of title to units of a participating investment fund in
response to an Operator-instruction and that where registration is not so effected the bad delivery
rules set out in the CREST Rules may be applied.
3.2 You undertake to us that you will only transfer units of an investment fund participating in
the Investment Funds Service where you are able to so transfer free from any proprietary,
equitable or other similar interest (including without limitation any unpaid vendor’s lien) of any
person (including you or any person you may be acting for).
4. Electronic communications
4.1 You acknowledge and agree that, other than when we act as a CREST central sponsor
appointed by you, we do not act as agent for you or any other person in relation to any electronic
communications, sent by means of the EUI systems or CREST services, which you or any other
person may seek to either send, or to rely upon, in place of a written instrument in respect of the
transfer of units in an investment fund.
4.2 You acknowledge and agree we do not in any manner or to any extent warrant or represent
the validity, genuineness or correctness of any electronic communication, including any electronic
communication which may be relied upon by you or any other person in place of a written
instrument in respect of the transfer of units in an investment fund.
4.3 You acknowledge that it is the responsibility of the participating investment fund to ensure
that any transfers of units can be lawfully effected, including where done so in reliance upon
electronic communications in place of a written instrument in relation to that transfer. We shall
have no responsibility to you for the effectiveness in law of any transfer of a unit in reliance upon
electronic communications sent by means of the EUI systems or CREST services.
89
4.4 You agree that a CREST central sponsor appointed by you is authorised on your behalf to
send electronic communications by means of the EUI systems or CREST services which may be
relied upon in place of a written instrument in respect of the transfer of units in an investment fund.
4.5 You acknowledge and agree that a CREST central sponsor does not in any manner or to any
extent warrant or represent the validity, genuineness or correctness of any electronic
communication, including any electronic communication which may be relied upon by you or any
other person in place of a written instrument in respect of the transfer of units in an investment
fund.
4.6 To the extent that you or any other person seeks to rely upon electronic communications
sent by means of the EUI systems or CREST services in place of a written instrument in respect of
the transfer of units in an investment fund, you acknowledge and agree that you (or the other
person) will only seek to do so where any and all agents acting on your behalf in connection with
that electronic communication are authorised in writing to send such communications on which
reliance may be so placed.
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91
August 2013
Part C CREST Admission Agreement (Personal Members)
92
CREST Admission Agreement (Personal
Members)
Note: This CREST Admission Agreement is for use by a maximum of four persons wishing to
become a CREST Personal Member with the operation of the CREST membership to be carried out
using the services of another person as sponsor.
This CREST Admission Agreement (Personal Members) (the “Admission Agreement”) is made
the …………… day of ………………………… 1 between Euroclear UK & Ireland Limited incorporated in
England and Wales under number 2878738 whose registered office is at 33 Cannon Street London
EC4M 5SB (“EUI”) and the person(s) named in Box 1 below.
Box 1: Full name(s) of the person or persons acting as CREST Personal Member (see Notes (a) and (e))
Title/
Suffixes
Forename(s) Surname Address (see Note (b))
1
2
3
4
(“you”).
Box 2: For completion by your CREST Sponsor
Name of Sponsor
User ID of Sponsor
(the “Sponsor”)
1 Please do not insert a date as this will be inserted by Euroclear UK & Ireland Limited once the
agreement has been executed.
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Box 3: For completion by EUI or the Sponsor
Specified Participant ID
By signing and returning this Admission Agreement you confirm to EUI, and also to the Depository
and the Custodian as regards the confirmations under points 8 and 9 below, that:-
1 the Sponsor identified in this Admission Agreement is your CREST sponsor at the date of
this Admission Agreement; you may change the identity of your CREST sponsor from time to time
in accordance with the procedures set out in the CREST Personal Member Terms and Conditions;
2 you have read and understood the CREST Personal Member Admission Document in effect
at the date of signature of this Admission Agreement and all notices of change (if any) to the
CREST Personal Member Terms and Conditions, in each case as provided by your Sponsor;
3 you have kept a copy of the CREST Personal Member Admission Document;
4 you are aware that your membership will be subject to the CREST Personal Member
Terms and Conditions which shall be treated as forming part of this Admission Agreement;
5 you have read, and by signing this Admission Agreement and becoming a CREST member,
you accept and agree to comply with the provisions of the CREST Personal Member Terms and
Conditions;
6 you are aware that the CREST Personal Member Terms and Conditions contain restrictions
on, and exclusions of, liability for the benefit of EUI and certain other persons identified in the
CREST Personal Member Terms and Conditions;
7 you understand and accept that, as and from your admission as a CREST member,
7.1 you are bound by the CREST Personal Member Terms and Conditions including all
Schedules as in force from time to time; and
7.2 such terms will apply to your participation in the International Links Service (including
where, for example, you automatically participate in the service as a result of a corporate
action outcome that you may not be aware of and which cannot be prevented by your
Sponsor);
8 your Sponsor is (pursuant to clause 5.12 of the CREST Personal Member Terms and
Conditions) authorised to receive, on your behalf, all future communications concerning the CREST
Personal Member Terms and Conditions, the Deed Poll for the International Links Service and any
other communications;
9 you understand that changes to the CREST Personal Member Terms and Conditions and the
Deed Poll will be binding upon you whether or not you receive notice of them from your Sponsor;
and
10 you are at least 18 years of age.
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Box 4: Signed by the person(s) acting as CREST Personal Member (see Note (e))
Name (please print) Signature Date
1
2
3
4
Notes:
(a) The maximum number of persons who together may act as a Personal Member is four; all such joint
members must sign the Admission Agreement. Please state your title (using either Mr, Miss, Mrs, Ms, Esq or
your professional title, e.g. Dr.); full forenames; and full surname.
(b) If the Personal Membership includes more than one person, only one address can be given for the purpose
of this Admission Agreement. The address must be the address where the relevant person has his habitual
residence. The address will also be entered on the registers of securities, it will be the address to which EUI will
send all written communications and notices and will be the address available to the participating issuers when
communicating directly with you.
If the address given by you as your address is outside the United Kingdom, certain further formalities are
required before you can be admitted as a Personal Member. EUI will contact you regarding these.
(c) English law shall be taken by EUI as the basis for the establishment of relations with you prior to the CREST
Personal Member Terms and Conditions becoming a binding contract between you and EUI.
(d) You have the right to cancel your CREST membership during the period of fourteen days commencing the
day after the day on which EUI accepts you as a member, provided that you do not use your CREST
membership during this cancellation period. Please see clause 13.1 of the CREST Personal Member Terms and
Conditions for full details of your cancellation rights.
(e) CREST Rule 1, paragraph 10 sets out the details on how EUI uses personal information and what you have
to do if you disclose personal information relating to a third person. In summary:
EUI may receive, collect and process personal data which relates to persons applying to participate in the
CREST system, users and participants. Your personal data may be used to process your application, to manage
your accounts, to provide requested services to you, to contact and communicate effectively with you and for
other related purposes.
In some cases, your personal data may be shared with other entities within the Euroclear Group or its third-
party service providers, some of whom may operate outside the European Economic Area in countries that do
not offer a level of data protection equivalent to those in the EEA. EUI will protect any personal data that it
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processes and will not share it with other third parties unless required by law or court order, or when useful or
necessary to provide requested services to you.
To the extent that you provide personal data relating to any other persons to EUI, it is your responsibility to
furnish such person with notice regarding the purposes for which and manner by which EUI may process their
personal information.
You may, at any time, request a copy of your personal data held by EUI and request EUI to correct any
inaccuracies. To do this, please contact [email protected] who will endeavour to respond
promptly.
Euroclear is the marketing name for the Euroclear System, Euroclear plc, Euroclear SA/NV and their affiliates.