Rsv Shareholder's Action Group

Anomalous, let me start by copying your previous comments so that you know, which particular point I am responding to.

Anomalous “What is even stranger is that in your last post number 696, you admit that voting rights can be immediately assigned. I quote:”

JakNife: ”The CREST system is highly efficient but it does not do what what you incorrectly claim. Settlement within CREST is Delivery Versus Payment ("DVP"). On the settlement date cash is debited from the nominee's account and shares are credited to the nominee's account. At that precise moment in time the electronic register is updated and the nominee's name appears on the share register. Alternatively, if the nominee's name is already on the share register then more shares are credited to that name. However, as a very simple matter the nominee can only vote those shares that have been settled to its account. It's quite simple really, common sense alone should tell you that this is correct. Voting rights are ONLY obtained when the shareholder register is updated, "settlement" means the date when the shareholder register is updated.”

Anomalous: “Now look at this phrase contained in the paragraph:

“Alternatively, if the nominee's name is already on the share register then more shares are credited to that name. However, as a very simple matter the nominee can only vote those shares that have been settled to its account.”

So you finally admit that the nominee accounts are already on the share register. The shares contained within this nominee account are not individually named and can be assigned by the nominee, as they please.

So if a customer requests a letter of representation, they obtain their voting rights, they are assigned their rights immediately and are able to vote the moment they have the letter.


It is time to put this particular issue beyond doubt. In doing so this will not only demonstrate the accuracy of my comments to date but it will also demonstrate the inaccuracy of your own comment and the flawed research that you are basing your comments upon.

To put this issue beyond doubt I will refer you to one piece of legislation and the CREST Reference Manual. You may find the legislation here, it is entitled “The Uncertificated Securities Regulations 1995”:



You will find the CREST Reference Manual here:



The Uncertificated Securities Regulations 1995 are the regulations enacted by the Government that allow for shares to be transferred in electronic form and for the other necessary mechanisms to deal electronically with those matters that would previously have been dealt with in paper form. If you wish to understand the legislation then you should probably read all of the above. However, I will draw upon only one section to put this particular issue beyond reasonable doubt.

34 Notices of Meetings

See:

"(1) For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, the participating issuer may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the relevant register of securities in order to have the right to attend or vote at the meeting.

(2) Changes to entries on the relevant register of securities after the time specified by virtue of paragraph (1) shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in any enactment, articles of association or other instrument to the contrary."

In plainer English, paras 1 and 2 above explain that the Company inspects the share register at a specific time in order to determine who can vote. If a share purchaser’s name is not on the share register by that point in time then the share purchaser is quite simply not legally permitted to vote at the General Meeting.

Now in the case of RSV, it held its General Meeting on a Monday, hence it is irrelevant when the cut-off time was in the previous 48 hours since the previous 48 hours were a Saturday and Sunday. Consequently, if a share purchaser wanted to vote at the AGM then they would have had to have had their name on the share register at the close of business on Friday 17th October.

To complete this explanation I will now refer you to the CREST Reference Manual. You can download the manual in its entirety here, however I warn you that it is 325 pages long and so may take a while to download:



Again, if you wish to be conversant in this subject then I recommend that you read the entirety of the manual. However, the only section that I will rely upon, in my explanation, is Chapter Five: Registration, this begins:

The best available evidence of title to units of a CREST security is the register for that security. Title is transferred at the moment at which the units being transferred are debited from the register entry of the transferor and credited to the register entry of the transferee.

This in itself should be enough for you to understand that settlement is the time when a share purchaser becomes a shareholder and thus eligible to vote. But we wish to have this issue demonstrated beyond reasonable doubt so I will continue:

The question that we need to answer is “WHEN IS THE REGISTER UPDATED?”.

The first page of Chapter 5 expands further:

Simultaneously with the debits and credits to the relevant stock accounts …, the CREST system generates a Register Update Request (RUR) for retrieval by the registrar.

The next page provides the final piece of this particular jigsaw:

Generation of RURs
At the point of settlement of the following transaction types …, CREST generates an RUR: …….


Let me therefore summarise the above facts:

When making a purchase that is executed by CREST, CREST generates an RUR (Register Update Request) at the precise point in time when the transaction settles. It is at this point in time when the register is updated that a share purchaser becomes entitled to vote.


Now that this particular point has been put beyond reasonable doubt I will explain the legal significance of this:

1. When claiming compensation from a UK court there are two basic points that you must prove to the court, these are

(a) That a loss has occurred, and
(b) That the person you are claiming damages from is directly responsible for that loss.

As I have posted a number of times, those people who purchased shares on 15, 16 or 17 October would have bought the shares for settlement 3 or 10 business days later. As a consequence, the earliest day that these share purchases could have settled would have been on Monday the 20th October. As shown above, these people needed to have their name on the share register at the close of business on Friday 17th October in order to be legally eligible to vote.

It is a simple demonstrable fact that anyone who purchased their shares in RSV on 15, 16 or 17 October was not legally permitted to vote at the AGM. It is irrelevant if the nominee had other shares in their nominee account at that point in time, it is a simple legal fact that settlement determines eligibility to vote and thus those people who could not vote at the AGM could not vote because they themselves purchased their shares too late.

It therefore directly follows from this that the MMs were NOT responsible for these people’s inability to vote at the AGM. Because the MMs were NOT responsible for these people being unable to vote any claim for damages on this specific issue will fail.

It is a shame that you could not be bothered to research this particular issue in detail since it is clear the this particular issue forms a material part of your compensation claim. Your website particularly states:

"1. Had the shares sold by the market makers been delivered in October, then the company would have been able to take opportunity of various ‘rescue’ plans that were more beneficial to the shareholders as a whole. A few major shareholders (whose holding was greater than 10% but under 30% and therefore not in contravention of City Code rule 9) had mentioned that they were interested in electing directors to the board, but were unable to as their shares had not been registered."

See:

I have now shown you that this is materially factually incorrect, I presume that you will now change your website since to leave the above in a section described as “The Facts” is a clear act of deception.