Terms and Conditions
This service is an ‘execution only’ service under which we will receive telephone and online share dealing orders from you and transmit these orders on your behalf to other entities for execution (the “Service”). The Service is provided by Capita IRG Trustees Limited, a company registered in England with company number 2729260 and whose registered office is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (“Capita”, “we” or “us”) and trading as Capita Share Dealing Services. Capita is authorised and regulated by the Financial Services Authority (“FSA”) with registered number 184113. The FSA’s current address is at 25 The North Colonnade, Canary Wharf, London E14 5HS. The main business of Capita is the provision of administration, trustee and nominee services. Capita is authorised to conduct business in the Republic of Ireland under the provision of the EU Markets in Financial Instruments Directive. Capita reserves the right to terminate the Service or to vary these terms and conditions of business (the “Conditions”), with notice where practicable. Your use of the Service will constitute your agreement to be legally bound by these Conditions.
We may decline to accept an instruction to sell shares or, having received your instructions, we reserve the right to refuse to act upon them without informing you of our reasons.
- The Service is only available to you if you are a private shareholder (including a registered personal representative) aged 18 and over, resident in the UK (excluding the Channel Islands and the Isle of Man) or the Republic of Ireland and: (i) holding shares in a company for which Capita Registrars Limited or its affiliate Capita Corporate Registrars Plc (both referred to as “Capita Registrars”) provides share registration services or (ii) holding shares through a nominee service administered by Capita. You can deal in shares in that company and/or (for UK residents) certain other listed companies for which Capita Registrars is not the registrar. A list of the companies whose shares you can deal in (“Eligible Shares”) can be viewed on the share dealing website at www.capitadeal.com on the login and account summary pages. The Service is not available for transactions exceeding £25,000 (UK) or €30,000 (Republic of Ireland) inclusive of fees and commissions, except at our absolute discretion.
For the purpose of the FSA rules, you will be classified as a Retail Client. The Service is not available to persons or firms who are authorised and regulated by the FSA, their nominee bodies or custodians or other EU regulated persons or firms.
- In providing the Service to you in relation to ordinary shares, which are non-complex instruments traded on a regulated market, Capita is not required to assess the suitability of the instrument or the service provided or offered to you and, as a result, you will not benefit from the protection of the FSA rules on assessing suitability. Therefore we will not assess whether:
Capita is also not required to assess the appropriateness for you of any product, service or transaction provided or offered to you in connection with the Service.
Commission and charges due to us for use of the Service will be payable at the rates prevailing at the time your order is accepted. We reserve the right to impose additional charges for late delivery of valid stock transfer forms and/or share certificates (where applicable) and for arranging duplicate documentation or settlement cheques. Details of our commission and charges and other costs are available on our website at www.capitadeal.com and / or will be notified to you at the time of dealing. Any charges due to us may be deducted from the proceeds of any Eligible Shares sold using the Service and added to the cost of any Eligible Shares you purchase using the Service. It is possible that other taxes or costs may exist that are not paid via or imposed by Capita.
- If any payment is not received by us on the due date for payment then, without limitation of any other rights which we may have, we will be entitled to charge interest on the overdue amount (both before and after judgement) at the rate of 1% above the sterling base rate from time to time of Capita’s main UK bank from time to time from the due date until the actual date of payment.
Capita may charge an administration charge for re-issuing a cheque to you at its then prevailing rate, which is currently £12.50 (including value added tax) in the UK and €20.00 (including value added tax) in the Republic of Ireland. Any cheque sent to us should be made payable to 'Capita IRG Trustees Limited'.
- If you need to conduct multiple transactions, for example due to a transaction limit on your debit card, you will be charged per transaction and this may work out more expensive than if you had conducted a single transaction.
The Service is available on any Business Day by internet on the Capita Share Dealing Services website at www.capitadeal.com or by telephone on UK 0871 664 0445 (Calls cost 10 pence per minute plus network extras) or on 1890 946375 (Republic of Ireland), during London Stock Exchange trading hours (normally 08:00 – 16:30 Monday to Friday, excluding UK public holidays). A Business Day is defined as a day on which the London Stock Exchange is open for business. Instructions received on a Saturday, Sunday, a UK bank holiday, on any day which is not a Business Day or out of trading hours on a Business Day will be deemed to have arrived on the immediately following Business Day.
- Capita will comply with its regulatory obligation to act in your best interests when receiving orders from you and transmitting them to brokers on your behalf for execution. Capita does not execute orders itself. Capita will place the order with Squaregain Limited who will pass the order on to an authorised broker for execution. This will usually be Talos Securities Limited. Capita reserves the right at any time to instruct any other broker authorised and regulated by the FSA to execute orders on your behalf. Capita will rely on these brokers to take all reasonable steps to obtain, when executing orders, the best possible result, in accordance with the rules of the FSA. The main factors normally used to determine the best possible result will be price and the costs related to execution. Capita will also check that each broker has in place a policy and procedures designed to obtain the best possible result, subject to and taking into account the nature of your order(s) and the market in question.
You will be solely responsible for the decision to sell your shares. Neither Capita nor the broker will provide investment or taxation advice to you as part of the Service. If you are in any doubt as to what action (if any) to take, you are recommended to seek your own advice from a suitably qualified advisor.
- To enable you to use the Service, you must identify yourself using your identification details, which may include your name, date of birth, postcode, company name and shareholder reference sometimes called your account number or investor code (the “Identification Details”).
You will be offered a limited number of attempts to enter your Identification Details correctly. If you fail to enter your Identification Details correctly within the number of attempts permitted, your right to use the Service may be withdrawn and your account cancelled. You must keep your Identification Details secure and not disclose them to anyone else. If you believe that someone else has obtained possession of any of your Identification Details, you should immediately notify us either by telephoning the telephone helpline on 0871 664 0313 (Calls cost 10 pence per minute plus network extras.) or 1890 946375 if calling from the Republic of Ireland or writing to us at Capita Share Dealing Services, PO Box 276, Beckenham BR3 4UL. The telephone helpline is open from 9.00-17.30, Monday to Friday (excluding UK public holidays). Calls will be charged at national rate. You are responsible for the security of your personal details. As such you should take adequate precautions, such as:
Your instructions may not be withdrawn once made. By instructing Capita to sell Eligible Shares, you undertake, represent, and warrant that (a) your shares will be transferred with full title guarantee and free from liens, charges, or other third party rights and any encumbrance of any kind; (b) that you and any underlying beneficial owner are entitled to sell the shares and (c) that the use of the Service by you or the sale of the shares pursuant to the Service does not and will not breach any applicable laws.
If you are selling certificated shares you must have these available at the time you instruct us to place the deal and we may require sight of your share certificate before we agree to process your instruction. When buying Eligible Shares you must be able to pay the total cost of the purchase at the time we accept your order. Shares purchased will be registered into the names of existing shareholders only. When taking instructions to purchase shares, we will only accept valid debit cards issued on an account in your name or in the name of yourself and spouse who is resident at the same address.
Your order may be aggregated with those of other shareholders for execution. Aggregated orders may result in a large number of shares being dealt in the market which may result in a higher or lower price being obtained or a delay in executing the order in full on the designated market. In the event that it is not possible to fully execute an aggregated order on the day the order is placed, the broker will be instructed by Capita to fulfil the order in its entirety, which may take a number of days. Sale proceeds will only be issued after the broker has provided a contract note to Capita confirming fulfilment of the order. In placing an aggregated order irrespective of the size of the order and the length of time taken to fulfil the order in the designated market, a more or less favourable price might be achieved than if your order had been executed separately.
You can place limit and stop loss orders using this Service. You should note however that there are special risks and considerations that apply to these. If you place a limit or stop loss order to sell Eligible Shares, we will use our reasonable endeavours to execute the order in accordance with its terms but do not guarantee to do so. The order is entirely at your risk, it will be your responsibility to monitor the order and we give no assurance that limit or stop loss orders will be executed, even if the limit price is met, in full or at all. Unless you instruct us otherwise we will execute a limit or stop loss order to the extent we are reasonably able. You may amend or cancel any limit or stop loss order placed with us up to the time of execution. Sometimes we get an improved price from the market so the trade may execute at a better price than the trigger value you have set. We are required by the FSA to publish limit orders to market participants. No personal details will be published but when you give an instruction to place a limit price you have the right to ask us not to publish details of the trade.
Your limit or stop loss order could fail as a result of:
You should also be aware of the following conditions which may affect your limit or stop loss order:
All transactions will be subject to the rules, regulations, customs and market practice of the London Stock Exchange or Plus Markets (as applicable). All dealing will be conducted on the London Stock Exchange or Plus Markets which means that the share prices may differ from those available on other markets.
One Business Day after the date of a transaction, we will send you a confirmation setting out details of the transaction and the terms of settlement which shall, in the absence of manifest error, be conclusive and binding on you. You should retain the confirmation for tax purposes. If you do not receive a confirmation or you consider that the confirmation does not accord with your instructions, or any other details are incorrect then you must notify us immediately. No other confirmations (as defined in the FSA rules) will be sent in respect of purchases affected through the Service.
Settlement will only take place after we have physically received:
Settlement for the purchase or sale of Eligible Shares in a company in which you are an existing shareholder for which Capita Registrars is the registrar or a nominee service administered by Capita will normally take three Business Days from the date of the transaction, or T+3, or up to ten Business Days, or T+10, if you are dealing in Eligible Shares in a company for which Capita Registrars is not the registrar. If we are unable to settle your transaction for any reason, including (without limitation) if you:
An administration charge (currently £50) will be payable, in addition to any other costs incurred, in the event we are required to re-purchase shares on the market due to your failure to deliver valid share certificate(s).
Sale proceeds will normally be sent on the settlement date or as soon as practicable after we receive the settlement proceeds from the market (or broker). The proceeds of settled sale transactions will be sent to you by cheque in pounds sterling or Euro (depending on whether you are resident in the UK or the Republic of Ireland). All cheques will be made payable to you and sent by first class post to the last known address we have registered. Where holdings are registered in joint names, settlement cheques will be made payable to all registered holders. Cheques cannot be made payable to one of the joint holders unless we are in receipt of written instructions to that effect. Such instructions must be signed by all registered holders. Cheques will not be made payable to any other third party except at our absolute discretion. Where the shareholder is deceased, settlement cheques can only be made payable to the deceased and their representatives, as registered with the registrar. In the case of a purchase or sale of a part holding, we will send you a share certificate as soon as practicable after we have received it from the registrar of the relevant company. If you hold shares through a nominee service administered by Capita you will not receive a share certificate.
All communications sent to you by post will be treated as received by you on the second Business Day following the day they were sent in the case of an address in the UK, or on the fifth Business Day following the day they were sent in the case of an address in the Republic of Ireland. Any documents or cheques sent to you by us and any documents sent by you to us will be sent at your risk and we accept no liability prior to receipt by us of any documents from you or, where relevant, after despatch of any document or cheque to you from us.
If you sell shares and you receive a benefit (such as a dividend) which relates to such shares but to which you are not entitled, you may have to account for this benefit to the new owner of the shares. If you receive any such benefit, you must contact us immediately to arrange for it to be paid to us or to the purchaser.
A share is a portion of the capital stock of a company which typically entitles the holder to vote at general meetings, receive income in the form of dividends and to share in the surplus assets of the company in the event of a winding-up.
The price of a share depends on fluctuations in the financial markets outside Capita’s control and past performance is no indicator of future performance. The value of shares and the income from them can fall as well as rise and you may not recover the amount of money you invest.
In the case of UK residents using this Service funds will be classified as Client Money in accordance with the FSA rules regarding Client Money. In the case of residents of the Republic of Ireland, the legal and regulatory regime that applies will be different from the UK and Client Money may be treated in a different manner from that which would apply if the money was held in the UK. This may include the bank in which such money is held applying a right of set-off or counterclaim against any money held in a client bank account in respect of a sum owed on any other account by Capita.
Client Money will be pooled with funds held on behalf of other investors using the Service. This means that if a pooling event should occur, such as the failure of Capita or its bankers, all Client Money bank accounts operated by Capita will be pooled together which may result in each investor receiving less back than they may be entitled to. We will be discharged from our fiduciary position held only in relation to the Client Money when the net sale proceeds have cleared from our bank account. All funds will be held in a non-interest bearing Client Money bank account.
Any balances due which are unclaimed by you will cease to be treated as Client Money after six years and will be retained by us subject to our having taken reasonable steps to locate you and to give you at least 28 days’ notice of this eventuality. We undertake to make good any valid claim that may subsequently be made against any balances retained by us in this way. We reserve the right to request such evidence as we feel necessary to confirm the identity of the person claiming these funds in order to validate any claim prior to settlement in respect of funds so removed from the Client Money account and will not be liable for any losses or claims for interest whatsoever.
The Service is not being offered to residents of any territory outside of the UK and Republic of Ireland. Any such person receiving the Service documents should note that they are for information only. It is the responsibility of a shareholder in any jurisdiction to ensure compliance with local law and regulatory requirements.
We reserve the right to require any person(s) using this facility to produce satisfactory evidence of their identity to enable compliance with applicable regulations (e.g. UK money laundering regulations). We will not be liable for any loss that may result from any delay whilst your identity is being verified.
We will not be liable for any special, indirect or consequential damage or loss suffered by you (including any loss of profits).
Nothing in these Conditions excludes or limits (i) our liability for death or personal injury caused by our negligence; or (ii) our liability for any losses or expenses suffered as a direct result of our fraud; or (iii) any other liability which cannot be excluded or limited by law, including the FSA rules.
If we cannot provide the Service due to circumstances beyond our reasonable control (including, but not limited to, because of breakdown, failure or malfunction of any computer systems, telecommunications links, industrial disputes, postal delays, failure of third parties to carry out their obligations, the suspension of trading by any exchange or clearing house, the acts of governmental or regulatory authority (including changes to any applicable laws or regulations), the absence of, or inaccuracy in any information provided to us by you or on your behalf, or natural disasters) (“Force Majeure”), we will, where possible, take such reasonable steps as we can to bring those circumstances to an end as soon as possible. Capita shall not be liable for any losses or expenses suffered by you as a result of Force Majeure or as a result of a delay or failure in the provision of the Service caused by such Force Majeure.
We shall not be liable for acting upon any instructions which are forged or fraudulent and shall be entitled to assume that all instructions are genuine provided that we have acted with all due care in accepting those instructions. In the case of telephone instructions, we may assume the identity of the caller or sender is genuine unless it would have been obvious to any reasonable person that he or she was not and provided that we have acted with all due care in accepting those instructions.
In accordance with FSA rules, Capita has in place arrangements, which may be updated from time to time, to manage conflicts of interest that arise between itself and its clients or between its clients. Capita will deal with potential conflicts of interest in accordance with its Conflicts of Interests Policy which provides that it will identify and manage conflicts of interest to ensure fair treatment of all clients and that it acts in the client’s best interests. If it is not possible to manage or avoid a potential conflict of interest then Capita may seek to disclose the general nature and/or sources of conflict to you before undertaking business for you. Capita will provide full details of the Conflicts of Interest Policy upon receipt of a written request from you.
The Data Protection Act 1998 (“DPA”) governs the way in which your personal data is held and used. Capita will protect your personal data in accordance with the principles of the DPA. You are entitled on payment of a fee (currently £10) to a copy of the data we hold about you. If you believe that any data held about you is incorrect or incomplete, you may request it to be completed or corrected.
By using this Service, you agree that we may:
By using the Service you agree that information relating to you may be disclosed to other affiliated companies or used by us so that you may be told about any products or services which might be of interest to you. You may request that information is not used for this purpose by writing to us at the address in clause 53.
You agree that the purposes for which we may process your personal information may be amended from time to time to include other uses or disclosures of personal information subject to us notifying you of such amendment.
You agree that we may:
Recordings or transcripts made by us may be destroyed under our normal practice (usually, but not necessarily, two calendar months from the date of the conversation). We may deliver copies or transcripts of such recordings to any court or regulatory body.
We strongly recommend that you keep your own records of all communications between you and us (such as instructions and orders) including details of the times, dates and nature of your instructions as these details will be important if there is a dispute between you and us.
The news, prices, opinions and other information on our website are taken from a variety of sources and whilst believed to be reliable they are not verified and are not warranted to be complete or accurate and are subject to change without notice. Our website does not constitute an offer or solicitation for the purchase or sale of any investment. We shall not be deemed to be acting as your professional adviser in providing the news, prices, opinions and other information on our website and you should exercise your own judgement and where appropriate, seek independent advice from a suitably qualified professional adviser before contemplating any investment or transaction. Information provided through our website is for your personal use only and may not be re-published or re-transmitted.
The information on our website is not intended for distribution to any jurisdiction or country other than the UK and the Republic of Ireland.
Our website is accessed through the internet, a public system over which Capita has no control, and you must therefore ensure that your computer system is adequately protected from interference and against acquiring a virus or other harmful code through use of the Service. We accept no liability for any damage to your computer system or equipment due to viruses that may be transmitted through our website.
If you think that you have reason to make a complaint, please write in the first instance to us at Capita IRG Trustees Limited, Regulated Business, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Your complaint will be fully investigated and a full resolution sought. If you remain dissatisfied, you may be able to refer the matter to the Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR. Capita’s complaints procedure is available upon request but a copy will automatically be provided in the event of a complaint being received.
We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first £30,000 and 90% of the next £20,000, so the maximum compensation is £48,000. These amounts may be subject to change. Further information about compensation arrangements is available from the Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, 1 Portsoken Street, London E1 8BN. Telephone: 020 7892 7300.
These Conditions are governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts. All correspondence will be in the English language.
(i) the Service meets your investment objectives;
(ii) you would be able financially to bear the risk of any loss that the Service may cause; or
(iii) you have the necessary knowledge and experience to understand the risks involved.
(a) not leaving your system unattended while you are connected to the Service online; or
(b) not using the Service from any computer connected to a local area network without first making sure that no-one else will be able to observe or copy your Identification Details or get access to the Service claiming to be you.
(a) market conditions at the time (such as a "fast market" where the market is so volatile that prices quoted by market makers are only indicative rather than guaranteed);
(b) other clients having placed similar limit orders, and having an earlier time priority than your order (and so being executed in priority to your order);
(c) other factors outside of our control. For example, if the maximum size of order that can be traded online has changed since you placed the order.
If your order fails, we may not notify you of this and you need to remember to check open orders frequently.
(a) where a corporate action affects the price of the shares in question we will endeavour to delete your limit or stop loss order as soon as we receive notification of this;
(b) certain factors might cause the bid-offer spread, that is the difference between the buy and sell price of a security, to increase to an unusually wide level even for a very short time, which may trigger your stop loss order. These abnormal prices may nevertheless be the “best price” for that security at the time;
(c) the share price falls below the level you have set in which case a stop loss order will fail to trigger a sale. If you set a particularly narrow band, there is an increased chance of this happening. Please note that where a stop loss order fails to trigger a sale for this reason it will still remain valid until it executes or expires.
(a) in the case of sales involving certificate(s), a CREST transfer form duly completed and signed by (all) the registered shareholder(s) and a valid share certificate(s) for all the Eligible Shares you are selling;
(b) in the case of purchases, cleared funds to cover the cost of the purchase including any charges; and
(c) in all cases, any additional documentation we have requested including evidence to confirm your identity.
(a) do not have a valid holding; or
(b) are trying to sell Eligible Shares which you do not own; or
(c) do not have the authority to sell any of the Eligible Shares; or
(d) fail, if you are an executor or hold an equivalent office, to arrange for the registration of your grant of probate, letters of administration or other applicable evidence of authority with the company’s registrar, before giving us an order; or
(e) have not provided us with your share certificate(s) or returned or correctly completed any documentation we have requested (or provided satisfactory evidence of your identity) within 7 Business Days of the transaction date as shown on the advice we send you; or
(f) do not have funds available to pay for any purchases of shares,
we may, then or at any time thereafter, in our absolute discretion, take any action we consider appropriate, including buying or selling shares at the then prevailing market price to satisfy your delivery obligations. You will be responsible for any loss, cost, liability and expense we may incur, including (without limitation), making good any dividends or benefits associated with the Eligible Shares sold, associated dealing costs, administration charges and legal fees.
(a) keep personal details which you or others have provided to us and any information we know from running your account on a database, and use such information to carry out the Service described in these Conditions and dealing with your enquiries and requests connected with the Service; and
(b) disclose information concerning you to the company in which you hold Eligible Shares for the purpose of this Service, the company’s registrar, Euroclear UK & Ireland Limited (if entitled to such information) all of which may disclose the information to regulatory, tax or governmental authorities as appropriate; to any person with legal, administrative or regulatory power over us in respect of the Service, to the application service provider through which your order is placed or its affiliates, the broker, or affiliated companies who are involved in carrying out functions related to the Service including such affiliated companies which are outside of the EEA in countries which do not have similar protections in place regarding your personal information and its use. However, we are committed to protecting the confidentiality and security of information we collect about you and we will take all reasonable steps to ensure that such transfers are made in accordance with the requirements of the Data Protection Act 1998.
(a) record all telephone conversations between you and us; and
(b) use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute between you and us and for training and quality control purposes.