Common use of Your dividends and other shareholder entitlements Clause in Contracts

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to a nominated bank account (no cheque option is available). You will not receive the money until your bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5). If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: ⚫ reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or ⚫ receive new shares instead of a cash dividend if declared by the Board of the Company; or ⚫ receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: ⚫ we will deposit the cash in a bank, or other financial institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK; ⚫ the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; ⚫ we will not, however, be responsible for any acts or omissions of the bank; and ⚫ if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charity. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: ⚫ if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or ⚫ if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Nominee Service Agreement

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Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Sections 3.2 or 3.3, reinvest any sums receivable on your shares by way of a distribution of dividend in purchasing further fully paid up ordinary shares in the Company to be held by Equiniti FS for your account subject to these terms and conditions. If the amount of any dividend payment is insufficient to purchase any fully paid up ordinary shares in the Company or a whole number of fully paid up ordinary shares in the Company, we will [1] Calls to 03 numbers cost no more than a national rate call to a 01 or 02 number purchase as many shares as we can and retain the balance of any dividend distribution which will be aggregated with any future dividend distribution and used to buy further fully paid up ordinary shares in the Company at that time. 3.2 If you do not wish us to reinvest any dividend payments in purchasing more shares in the Company as set out in Section 3.23.1 above, you must let us know. Your cancellation request must be received by us at least fifteen (15) working days before the date of the next dividend payment date to ensure the instruction excludes the next dividend. Once the instruction is processed, provided we have received the necessary funds from the Company, we will, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. At the same time as, or as soon as reasonably practicable after, distributing any amount in respect of your shares, we will send you a statement containing the following information in relation to the amount in respect of the distribution:  date of payment;  gross amount of payment;  amount of any tax withheld;  net amount of payment; and  any other information which may be required, from time to time, to enable you to complete a UK tax return in relation to amounts paid to you in respect of distributions in connection with your shares and such other information as we and the Company may agree to provide you. 3.2 3.3 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 3.4 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choicemoney. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 3.5 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 3.6 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 3.7 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 3.8 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 3.9 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 3.10 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 3.11 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 3.12 Where after the application of 3.10 3.11 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 3.13 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 3.14 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Tesco Share Account Terms and Conditions

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be right and pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, whether client money or not, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choicemoney. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with The FCA Rules, we are able has given us permission to deposit some of our client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) daysdays which represents a change to the current maximum deposit term of thirty (30) days set under the FCA’s rules. In the unlikely event of any issues experienced by us or any of our banks holding your which requires a return of any client money it may take longer to return money to you, you should be aware there may be a delay in extended deposit terms being applied. This change does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx or by contacting us using the contact details in Section 1. Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 The Company will send you the summary financial statements or full annual report if you have elected to receive them in hard copy. If no such election has been made, or you have specifically elected for electronic communications, you will be notified either in writing or by electronic communication of the availability of such documents on the Company’s website. If you have joined FlexiShare since the last documentation election opportunity was offered by the Company and you have not specified a preferred method of communication, you will receive the summary financial statements. If the Company fails to do so, we cannot be held responsible. You may view copies of documentation sent to shareholders on: If you contact us, we will do our best to send you a copy of the summary financial statements or full annual report and accounts - so long as we can get enough copies from the Company. 3.11 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 3.12 Where after the application of 3.10 3.11 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 3.13 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Flexishare Agreement

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will can only be paid by direct credit to a nominated bank account (no cheque option is available). You will not receive the money until your bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release reissue payments (see Section 3.5). If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choicemoney. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s pounds sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review report and accounts – so long as we can get enough copies from accounts, subject to the CompanyCompany providing these to us. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Share Service Terms and Conditions

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will can only be paid by direct credit to a nominated bank account (no cheque option is available). You will not receive the money until your bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release reissue payments (see Section 3.5). If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: ⚫ reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or ⚫ receive new shares instead of a cash dividend if declared by the Board of the Company; or ⚫ receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: ⚫ we will deposit the cash in a bank, or other financial institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK; ⚫ the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; ⚫ we will not, however, be responsible for any acts or omissions of the bank; and ⚫ if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charity. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s pounds sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: ⚫ if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or ⚫ if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review report and accounts – so long as we can get enough copies from accounts, subject to the CompanyCompany providing these to us. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Share Service Terms and Conditions

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited Group concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choicemoney. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the each replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to acceptparticipate. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customersSharestore members, who qualify are Sharestore members on the Company’s determined qualifying datedate (the record date or an associated date as defined by Barclays PLC). Reallocation will be on a pro rata basis whereby the eligible customer’s Sharestore members’ share balance will be divided by all eligible customersSharestore members’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers Sharestore members with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the will publish their summary financial statements they send to all on their shareholderswebsite, and may notify you, either by post or email, when a new document is made available. If they fail you wish to receive your documents in printed format, you can do so, we cannot be held responsible. But if you so by contacting us using the contact us, details in Section 1 and we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Companywhere these are available. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Shareholder Agreements

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and Euroclear UK & Ireland Limited (and any of its subsidiaries), or the Company prevent it. 3.1 Provided we have received the necessary funds from the CompanyCompany (whether via CREST or not), we will, subject to any instruction from you to the contrary as set out in Section 3.2contrary, pay any amounts due to you in connection with your shares CDIs on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. Monies held in respect of such payments will be held in a client money account in the name of Equiniti FS. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares CDIs in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold CDIs or shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your sharesCDIs, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your sharesCDIs. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares CDIs in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share CDI balances and multiplied by the number of Company allocated sharesCDIs. If there are any fractional sharesCDIs, less than whole sharesCDIs, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares CDIs or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Corporate Nominee Service Terms and Conditions

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: ⚫ reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or ⚫ receive new shares instead of a cash dividend if declared by the Board of the Company; or ⚫ receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: ⚫ we will deposit the cash in a bank, or other financial institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK; ⚫ the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. right Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; ⚫ we will not, however, be responsible for any acts or omissions of the bank; and ⚫ if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charity. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx or by contacting us using the contact details in Section 1. Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: ⚫ if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or ⚫ if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 The Company will send you the summary financial statements or full annual report if you have elected to receive them in hard copy. If no such election has been made, or you have specifically elected for electronic communications, you will be notified either in writing or by electronic communication of the availability of such documents on the Company’s website. If you have joined FlexiShare since the last documentation election opportunity was offered by the Company and you have not specified a preferred method of communication, you will receive the summary financial statements. If the Company fails to do so, we cannot be held responsible. You may view copies of documentation sent to shareholders on: If you contact us, we will do our best to send you a copy of the summary financial statements or full annual report and accounts - so long as we can get enough copies from the Company. 3.11 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 3.12 Where after the application of 3.10 3.11 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 3.13 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Centrica Flexishare Terms and Conditions

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Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and Euroclear UK & Ireland Limited (and any of its subsidiaries), or the Company Company, prevent it. 3.1 Provided we have received the necessary funds from the CompanyCompany (whether via CREST or not), we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares CDIs on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. Monies held in respect of such payments will be held in a client money bank account in the name of Equiniti FS. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling Sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possiblefor you. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5). If for any reason To the extent we receive money dividends or other shareholder distributions for you in a foreign currency, we may convert it into sterling Sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your sharesCDIs. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares CDIs by way of a distribution of or dividend by purchasing more shares CDIs in the Company; or receive new shares CDIs instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares CDIs or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in a bank, or other financial institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies in line with FCA Rules we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling Sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares CDIs in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares CDIs in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold CDIs or shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your sharesCDIs, we will not accept it unless we have your specific instructions to do so, or if the shares CDIs are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your sharesCDIs. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares CDIs in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share CDI balance will be divided by all eligible customers’ share CDI balances and multiplied by the number of Company allocated sharesCDIs. If there are any fractional sharesCDIs, less than whole sharesCDIs, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares CDIs or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Corporate Nominee Facility Agreement

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company Company, prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling Sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possiblefor you. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5). If for any reason To the extent we receive money dividends or other shareholder distributions for you in a Japanese Yen (or another foreign currency), we may convert it into sterling Sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of or dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that serviceConditions), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling Sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Corporate Nominee Facility Agreement

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in a bank, or other financial institution that is either regulated within the UK to hold Client Money or is regulated in another EEA country to hold deposits and permissions extend to offering these services within the UK; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choice. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customers, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Nominee Service Terms and Conditions

Your dividends and other shareholder entitlements. The terms here in Section 3 will always apply except where a change in any laws or regulations, or agreements between us and the Company prevent it. 3.1 Provided we have received the necessary funds from the Company, we will, subject to any instruction from you to the contrary as set out in Section 3.2, pay any amounts due to you in connection with your shares on the dividend payment date or other due date or as soon as reasonably practicable thereafter. Equiniti FS will hold the cash on your behalf with a bank in a client money account which is segregated from any money belonging to Equiniti FS in our own right. You will not be paid interest on cash balances, and we will be entitled to keep any interest earned or any equivalent fee that the bank in question pays us. We will send you the money in sterling (unless we make available a Company facility to receive the payment in a different currency) by electronic payment, or by other payment methods we may decide on from time to time. Payments will only be paid by direct credit to , which could include a nominated bank account (no cheque option is available). You will if we do not receive the money until your have up-to-date bank details are received, after which payment will be credited to your account as soon as possible. Payments will not accrue interest while they are being held for you and there may be a fee to reissue/release payments (see Section 3.5)you. If for any reason we receive money for you in a foreign currency, we may convert it into sterling at the applicable exchange rate on the day we make the conversion. Unless you instruct us otherwise, we will continue to observe any bank mandates or other instructions you have given us or Equiniti Limited concerning your shares. 3.2 We may make available a service to enable you to: reinvest any sums receivable on your shares by way of a distribution of dividend by purchasing more shares in the Company; or receive new shares instead of a cash dividend if declared by the Board of the Company; or receive any sums receivable on your dividend by way of a distribution in any alternative payment method made available by the Company. Provided your instruction as to how you wish to receive your dividend has been processed (subject to the Terms and Conditions of that service), and the necessary shares or funds have been received by us, we will reallocate them to you, subject to these Terms and Conditions. Where a transaction results in you being entitled to a fraction of a xxxxx which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.3 All cash balances will be held by us as client money under the FCA Rules and as follows: we will deposit the cash in the UK or EEA with a bank, suitably authorised bank or other financial institution that is either regulated and has permissions within the UK to hold Client Money or is regulated in another an EEA country to provide services to hold deposits and permissions extend to offering these services within the UKother client monies; the bank will hold the cash on our behalf in a trust account separate from any account used to hold money belonging to us or NomineeCo in our own right. Client monies will be pooled with client money of our other customers. Equiniti is committed to holding its client money with banks which are well capitalised as this better spreads the risk of any default by these institutions which could impact our customers; we will not, however, be responsible for any acts or omissions of the bank; and if the bank becomes insolvent, we will have a claim on behalf of our clients against the bank. If, however, the bank cannot repay all of its creditors, any shortfall may have to be shared pro rata between them. If we are holding cash, we may withdraw the cash, any withdrawal will be applied towards paying fees, charges and other sums due and payable to us, as set out in these Terms and Conditions and in accordance with FCA Rules. If there has been no movement on your balance for at least six (6) years (notwithstanding any payments or receipts of charges, interest or similar items), then provided we have taken reasonable steps to trace you and to return the monies we may cease to treat that money as client money and pay to a charity of our choicemoney. We undertake to make good any valid claims against any monies released to charitymonies. In accordance with FCA Rules, we are able to deposit some client monies with banks under unbreakable term deposit arrangements or notice periods of up to ninety five (95) days. In the unlikely event of any issues experienced by us or any banks holding your client money it may take longer to return money to you. This does not in any way affect your ability to withdraw funds from your account or undertake any transactions under normal conditions. 3.4 If the law obliges us to deduct tax from any payment owing to you, we will only send you the net amount after the required deduction has been made. If you are in any doubt as to your taxation position you should consult your own professional adviser immediately. 3.5 If you need us to release/send a replacement payment there may be a fee to pay. Details of our standard fees when releasing/issuing replacement payments can be found at: xxx.xxxxxxxxx.xx.xx/xxxxxxx/xxxxxxxxxxxxxx Any fee will be deducted from the replacement payment being sent to you. 3.6 If there is a rights issue in the Company or similar corporate action, we will, if possible, make arrangements for you to take up your rights in the Company in return for the necessary payment and/or provide instructions to us as to whether those rights should be held or sold. We will write to you if the Company proposes to issue such rights and explain the procedure you should follow if you wish to participate, as well as any costs or fees you may be charged for doing so. If you would like us to take up those rights on your behalf, we must receive your cleared payment of that sum, whether in £s sterling or another currency, in time for the due payment date or any other deadline we notify you about. Where it is not practicable for you to take up your rights, we will where practicable and possible make arrangements for the sale of such rights in the market (or off market to the Company or third party at our discretion) and the distribution of the proceeds of such a sale. 3.7 If there is a capitalisation issue, or other distribution made up of additional shares in the Company, we will, if possible, make arrangements for you to accept. We will write to you if the Company proposes to make such a distribution and explain the procedure you should follow if you wish to participate. 3.8 In the event of a demerger, capital reorganisation or restructuring of the Company, we will assess what to do and contact you at the time. We will not be obliged to take any action unless the Company gives us reasonable notice and pays any costs we may incur. These are two possible courses of action: if the resulting company offers a nominee service, we will normally send you their terms and conditions and, unless you tell us otherwise, include your shares in that alternative nominee service; or if no nominee service is offered, we will normally try to arrange for you to hold shares in the resulting company under the terms governing the demerger or restructuring. 3.9 If there is a takeover or other offer for your shares, we will not accept it unless we have your specific instructions to do so, or if the shares are being acquired compulsorily. On your behalf we will accept any compulsory purchase notices concerning your shares. In these circumstances we will accept a cash offer if this is one of the available alternatives. We will not, however, be liable for any resulting tax or other financial liability. 3.10 If for any reason, any shares in the Company are allocated to NomineeCo, we will reallocate them to eligible customerscustomers of SHAREport, who qualify on the Company’s determined qualifying date. Reallocation will be on a pro rata basis whereby the eligible customer’s share balance will be divided by all eligible customers’ share balances and multiplied by the number of Company allocated shares. If there are any fractional shares, less than whole shares, these will be aggregated and sold with the net proceeds being paid in cash to eligible customers with fractions using the same pro rata method described above. 3.11 Where after the application of 3.10 any fractional shares or fractional amounts of cash of less than a xxxxx remain which cannot be remitted to you at the time we would normally remit money to you, you consent to us releasing any such amount to a registered charity of our choice, for or on your behalf. Accordingly, you agree that we will not remit that amount to you, nor hold it as client money for you, and you shall not have any claim, proprietary or otherwise, over such amount following payment to the charity. 3.12 We will supply to you any other information required to be sent to you by us under applicable law or regulation. 3.13 The Company may send you the summary financial statements they send to all their shareholders. If they fail to do so, we cannot be held responsible. But if you contact us, we will do our best to send you a copy of the full annual review and accounts – so long as we can get enough copies from the Company. 3.14 Our policy on correcting any shortfalls in money or assets held on behalf of customers

Appears in 1 contract

Samples: Terms and Conditions

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