Corporate Actions with Foreign Securities: NSD Solution
Corporate Actions with Foreign Securities
Corporate Actions with Foreign Securities held on Individual Accounts at ICSD

When servicing foreign securities, NSD provides services for depositors and their clients to participate in corporate actions that go through Euroclear Bank, where NSD has opened accounts for persons acting on behalf of others (hereinafter Foreign Depository).

Meetings

Within international ISO standards, the SMPG working group considered that only the ISO 20022 standard fully meets the Directive requirements. As a result, Foreign Depositories (Euroclear Bank S.A./N.V./ Clearstream Banking S.A) began transitioning to ISO 20022 standard formats for markets and instruments supporting this standard. NSD, being a depository that provides services for storing (accounting for) rights of foreign companies and interacts with Foreign Depositories, also launched a project to transition to the new ISO 20022 standard recommended by SMPG, with subsequent refusal to use the ISO 15022 standard for foreign securities.

ISO 20022 Owners Meetings can be of the following types:

Within the project, the following message types are used when interacting with depositors:

Message Name
Report Form Code
ISO20022 Message
ISO15022
HTML

CorporateActionNotification

CA311

seev.031.001.04

MT564+ MT568(NEWM, REPL)

CA Notifications CS311

CorporateActionNotification

CA312

seev.031.001.04

MT564+ MT568 (RMDR)

CA Reminder CS312

CorporateActionCancellationAdvice

CA391

seev.039.001.04

MT564+ MT568(WITH, CANC)

CA Cancellation Notifications CS391

Meeting Notification

CA012

seev.001.001.04

MT564+ MT568(NEWM, REPL)

Meeting Message CS012

MeetingNotification

CA013

seev.001.001.04

MT564(RMDR)

Meeting Reminder CS013

Information about the transition for other message types will be posted as it becomes available.

XSD Message Schemes and Examples

In connection with the fact that NKO AO NRD's Foreign Depositories announced a partial transition to the new ISO 20022 format, after launching the new functionality in PRODUCTION, parallel operation of the current and new format versions is expected until Foreign Depositories fully transition to the new format. That is, those messages that will be received from the Foreign Depository in the new version of ISO 20022 formats will be sent to depositors also in the new version, and those messages that will arrive in the old version will be sent, as now, in version seev.001.001.04 for Meeting Notification and seev.002.001.04 Meeting Cancellation, as well as converted to MT 564/568 for clients subscribed to ISO 15022 standards.

Channels/software for interaction on CA received by NSD in the new ISO20022 format

Request for information about NSD depositors/securities owners directly from the issuer or its agent

The Issuer or its authorized agent can send NSD a requirement (request) to disclose information about NSD depositors/securities owners:

  • via the SWIFT system, allowing identification of the request sender, via secure electronic communication channels, in accordance with the agreement regulating electronic document flow concluded between NSD and the issuer or its agent;

  • via fax, email. In this case, the following requirements apply to the request:

To confirm the authority of a person to act on behalf of the issuer for the purposes of obtaining information about NSD depositors/securities owners and their depository accounts, such person must provide the following documents:

1. If the requirement (request) is provided by the issuer.

1.1. If the requirement (request) is signed by the issuer's sole executive body (CEO), having the right to act on behalf of the issuer without a power of attorney, provided that the issuer is a public company and information about it is public information disclosed by the issuer on its website – the requirement (request) can be provided to NKO AO NRD as a notarized document or as a document whose signature is notarized.

1.2. If the requirement (request) is signed by another person, the following documents must be provided to NKO AO NRD:

  • notarized power of attorney from the issuer to the representative, providing the right to sign requirements (requests) for depositories to disclose information about their depositors and their depository accounts;

  • requirement (request) notarized or the signature of the person who signed such document must be notarized.

2. If the requirement (request) is provided by the issuer's agent.

2.1. notarized power of attorney from the issuer to the agent, providing the right to sign requirements (requests) for depositories to disclose information about their depositors and their depository accounts; (providing a power of attorney to the agent is not required if the issuer has posted information about the agent on its website, allowing NKO AO NRD to unambiguously identify the person who is the agent, as well as the presence of such agent's authority to request information about their depositors from depositories on behalf of the issuer).

2.2. Notarized requirement (request) signed by the agent, if the requirement (request) is signed by the agent's sole executive body (CEO).

2.3. Notarized power of attorney to the agent's representative, if the requirement (request) is signed on behalf of the agent by a person other than the agent's sole executive body (CEO).

3. Instead of the documents listed in paragraphs 1 and 2, NKO AO NRD may be provided with a written requirement (request) for providing corresponding information, signed by a person acting on behalf of the issuer, provided that (i) the identity of the person who signed the requirement (request), as well as (ii) the authority of such person to sign such requirement (request) are notarized.

All documents certified by a notary must have an apostille.

NIFI Crediting

DEPOSITORS' ACTIONS WHEN RECEIVING CA NOTIFICATION WITH CREDITING OF FOREIGN FINANCIAL INSTRUMENTS

  • The Client receives a CA Notification from NSD, as a result of which the Client should be credited with foreign financial instruments

    Information presented in the structured block "securities movement" is indicated without changes, based on information received from the upstream depository.

  • When crediting a new foreign financial instrument, NSD conducts qualification of this instrument and, in accordance with its results, independently decides on accounting for the foreign financial instrument on Depository Accounts or on special registers intended for accounting for foreign financial instruments that are not qualified as securities in accordance with the legislation of the Russian Federation (hereinafter – NIFI):

    • If the foreign financial instrument is qualified by NSD as one of the types of securities provided for by Russian legislation, information about it is posted on the NSD website (in cases where the upstream depository has not established a restriction on disclosing information to an unlimited circle of persons or there are no other reasons preventing posting the security questionnaire on the NSD website).

    • If, in NSD's opinion, the foreign financial instrument is a NIFI, then NSD credits the NIFI to a special register intended for NIFI accounting (S1; D1; L1). Information about the types of registers to which NIFIs are credited is contained in the reports provided to the depositor.

  • If NSD has not qualified the foreign financial instrument as a security, information about such financial instrument (questionnaire, informational messages in the news feed) is not posted on the NSD website.

  • You can find information about the procedure for opening registers for NIFI accounting in section 4 of Appendix No. 7 to the Procedure for Interaction between the Depository and Depositors in implementing the Terms of Depository Activities of Non-banking credit organization joint-stock company "National Settlement Depository"

  • Please note that qualification of foreign financial instruments is carried out by a person interested in such qualification in accordance with Bank of Russia Instruction No. 4561-U dated 03.10.2017 "On the procedure for qualifying foreign financial instruments as securities", accordingly, the Client independently conducts qualification, if desired, comparing with information on the NSD website.

  • If NSD has information about a change in the CFI code of a NIFI, as a result of which the NIFI is qualified as a security, NSD conducts operation 10/KVAL to write off the NIFI with the previously assigned depository code from special registers and credit the foreign financial instrument with a new depository code assigned in connection with the change in qualification of the foreign financial instrument to Depository Accounts. The ISIN code does not change. As a result of the operation execution, the Client (depositor) is provided with a report in form MS101.

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