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South African Reserve Bank Act, 1989 (Act No. 90 of 1989)

Regulations Relating to the South African Reserve Bank

Chapter II : Registration and Transfer of Shares

5. Transfer of shares and share certificates



5.1) Shares are moveable property and are freely transferable, subject to the restrictions of section 22 of the Act and of these Regulations.


5.2) The Bank shall not register a transfer of shares unless the transfer is effected by the Transfer Secretary.


5.3) The Bank shall not register a transfer of shares into the name of a shareholder if, as a result of the transfer, that shareholder will hold, or hold in aggregate with associates, an amount of shares in excess of the amount permitted by the Act.


5.4) The transferor of shares must lodge -
a) a signed instrument of transfer;
b) the certificates issued in respect of the shares to be transferred;
c) when required, proof of ownership; and
d) when required, proof of authority to transfer.


5.5) The Bank may act and continue to act on the instruction of any agent who is operating in terms of a shareholder's power of attorney, until it receives a written notice of revocation from the shareholder.


5.6) Where the transferee of shares to be transferred is a central securities depository as provided for in section 22(4) of the Act, the transfer shall be effected as soon as the holders of a beneficial interest in those shares are disclosed.


5.7) The Bank shall not transfer shares into the names of two or more persons intending to own the shares jointly. If an instrument of transfer indicates two or more persons as the transferees, the Bank shall -
a) transfer an equal part of the shares to each of the persons;
b) if the number of shares are not divisible by the number of transferees, the Bank shall transfer the larger number to the first person mentioned on the instrument; or
c) if a transfer under (a) or (b) would result in any of the named persons holding more shares than permissible under the Act, the Bank shall transfer the permissible number of shares to that person, and the balance in equal parts to the other person or persons.


5.8) The Bank shall issue a share certificate -
a) upon every registration of transfer into the name of the transferee following the cancellation of a share certificate lodged by the transferor;
b) upon the surrender and cancellation of multiple share certificates issued in the name of the same shareholder, where those shares are to be reflected in a single certificate evidencing the shareholder's aggregate holding;
c) upon the surrender and cancellation of a worn-out or illegible certificate; or
d) in place of a share certificate that has been lost or destroyed, with reasonable proof of that fact and the issuing of an indemnity as the Secretary deems adequate.


5.9) Share certificates must -
a) contain the seal of the Bank;
b) be numbered sequentially in numerical progression;
c) be signed by one or more directors of the Bank and the Secretary; and
d) state the number of shares evidenced by it.


5.10) A share certificate issued on transfer shall be free of charge. The Bank may charge the shareholder the reasonable cost of issuing a replacement certificate or consolidated certificate.


5.11) The Board may make rules from time to time governing the transfer of shares and the issuing of share certificates.