Why should I deal with Portsoken Ltd?
We are the only insurance intermediary (broker) that specializes in obtaining counter-indemnities from insurers where a share certificate has been lost, stolen, destroyed or never received. While Portsoken is a relatively new firm we took over the lost share business of Robert Dowle Ltd which had been involved in this area for 25 years plus. One of our directors, Simon Carman, has a similar length of experience and has dealt with and assisted Bob Dowle over that entire period.We will guide you through the process and help wherever we can. If we believe that you have a viable alternative to a counter-signature we will tell you. Our contact details are:
Portsoken Ltd, 4th Floor Davis House, Robert Street, Croydon, CR0 1QQ
Telephone: 0208 667 2107
What type of lost certificates can Portsoken help with?
While it is still worth talking to us if the following do not apply, we can help if:
- The certificate relates to shares, corporate bonds, loan stock etc. or government bonds (Gilts);
- The certificate is registered with a registrar in the UK, Channel Islands or Isle of Man;
- The company is registered or based in the UK, Channel Islands or Isle of Man; and
- The value can be calculated from publically available information.
We cannot generally help with certificates in unquoted, private companies; overseas registered and domiciled companies; or bearer bonds and the like, although we will try to offer advice.
Who can countersign an indemnity?
The main registrars produce lists of companies that might help. In practice most of them will not.
- Banks will not help without a good reason, a connection, and may only help at low values.
- Very few insurance companies will provide counter-signatures and, those that do, will probably not deal directly with the shareholder.
- “Guarantee societies” may be on the lists. We are not aware that any such bodies still exist
Why does the Registrar insist on an indemnity from the shareholder?
The Registrar manages the register of certificates for the company or other entity that issued them. The rules of the company will probably allow it to issue a replacement certificate if it gets an indemnity. The indemnity is to protect the company in the event of identity or other fraud or of any other reason why the “shareholder” was not entitled to the replacement certificate e.g. they have sold or pledged the shares without using the normal markets.
Why does the Registrar insist on a counter-signature?
In the event that the Registrar has to call on the indemnity it is very unlikely that they will be able to recover the shares or their value – if someone commits a fraud they are very unlikely to reimburse. In that case the company that counter-signs will have to pay back the Registrar and seek to recover from the person that purported to be the shareholder, if they can.
What benefit does the shareholder get from the indemnity and counter-signature?
The only benefit to the shareholder is that the share certificate can be re-issued and the shares sold. The shareholder cannot claim on either the indemnity or the counter-signature. In the event that you were NOT entitled to have the Certificate re-issued the Registrar will attempt to recover their outlay from you and if the Registrar claims from the insurer, the insurer will also try to recover from you.
Should I accept the Registrar’s offer to waive the need for a counter-signature for a fee?
Some of the Registrars, including the main ones, offer to waive the need for a counter-signature where the certificate is worth less than a specific amount – normally £50,000 but it can be £100,000. While it will vary with the circumstances, it is normally beneficial to accept the offer. The waiver is usually less expensive and, even where it is not, the process is simpler and faster.
How long will it take to get a counter-signature?
This will vary from case to case. It is generally faster the lower the value of the certificate. The minimum time it will take, from us receiving the indemnity and other documents, is around a week but normally it is closer to two weeks for smaller cases, up to about £50,000 value. Larger cases may take a month or so as we have to make more enquiries. If the situation is complex and there are delays in getting responses or they contain unexpected or contradictory information it can take much longer.
How much does a counter-signature cost?
Our minimum charge is £175.00 inclusive of all fees charges. This is for a UK based individual shareholder or estate where the value is up to £2,500. Up to £25,000 value our inclusive charge is £205.00 for the same type of shareholder. The cost increases where the shareholder is not resident in the UK and/or is a company or trust. The equivalent figure for a company shareholder, based overseas, is £520.00. At a value of £75,000, these two figures are £475.00 and £1,450.00 respectively.Above £100,000 value the cost is likely to be between 0.9% and 1.5% of the value. For very high values, corporate or overseas shareholders the percentage cost is likely to be higher.
Why does a counter-signature cost so much?
The indemnity is an onerous document. In counter-signing it an insurer is committed to an exposure that is unlimited in time and amount. This is not something they normally do. Additionally, the overall income they get from this type of business is fairly small and they would not continue if the premiums were much lower. This is supported by the fact that so few banks and insurers will get involved.
Can Portsoken send the counter-signed indemnity directly to the Registrar?
Yes. You will need to pay their administration fee direct or send us a cheque, payable to the Registrar, to enclose with the indemnity. We cannot pay the Registrar from our account as they generally insist that the payment comes from the shareholder. It is one of their security checks.
What will the Registrar do once they have the indemnity?
The Registrar will make its own enquiries and then reissue the certificate. In our experience the replacement certificate will be issued in the normal post, even if the shares have a high value or the shareholder lives abroad.You can ask the Registrar to send the replacement certificate by secure post etc. but they may make a charge for this. Alternatively you could take this opportunity to do away with (dematerialize) the certificate. In order to do this you will need to have an arrangement with someone that can hold the shares electronically e.g. a bank or stock broker. The Registrar may be able to provide this service.