NSD, in order to implement the rights of depositors and their clients to the securities they own:
Corporate action type description:
Corporate action type description:
You can find out about the notification procedure for these corporate actions (CA) at the link.
1. In connection with the entry into force of Federal Law No. 514-FZ dated 27.12.2018 "On Amendments to the Federal Law "On the Securities Market" and Certain Legislative Acts of the Russian Federation in Terms of Improving the Legal Regulation of Securities Issuance" changes in the volume of rights to securities and (or) changes in the par value of securities, including during their consolidation (conversion of two or more securities into one security of the same issue) and split (conversion of one security into two or more securities of the same issue), are carried out by making corresponding changes to the securities issue decision. Registration of a new securities issue and placement of securities are not carried out in this case. To reflect changes made to the securities issue decision when increasing the authorized capital by increasing the par value of shares (CA INCR) or decreasing the authorized capital by decreasing the par value of shares (CA DECR), on the CA date NSD assigns shares with new par value a new security depository code and, based on received documents on writing off and crediting shares to the NSD account, conducts operations on depositors' depository accounts: credits the total number of shares with the new security depository code, writes off the total number of shares with the previous security depository code.
2. In connection with the entry into force of Bank of Russia Regulation No. 799-P dated 29.06.2022 "On Opening and Maintaining by the Registrar of Securities Owners of Personal Accounts and Accounts Not Intended for Recording Securities Rights", when conducting CA split of investment units (SPLF(SPIF)) registration of a new investment unit is not carried out. On the CA date, NSD assigns the investment unit that arises as a result of the split a new security depository code and, based on received documents on writing off and crediting investment units to the NSD account, conducts operations on depositors' depository accounts: credits the total number of investment units with the new security depository code, writes off the total number of investment units with the previous security depository code.
4. In the report in form MS101, the field "Operation Date in Register/Depository" indicates the date on which the registrar carried out the operation.
5. Reports in form MS101 and CACO are displayed, including in the CA WEB Cabinet.
Message description:
6. * for corporate actions for which CACO (CorporateActionMovementConfirmation) – Confirmation of Corporate Action Movement is not provided.
7. In cases provided for by the legislation of the Russian Federation, NSD introduces restrictions on disposal of securities:
Interaction with clients when executing mandatory corporate actions with securities of Russian issuers is regulated by the following documents:
Procedure for Interaction between the Depository and Depositors when Implementing the Terms of Depository Activities of NKO AO NSD;
Rules for Interaction with NKO AO NSD when Exchanging Corporate Information, Conducting Corporate Actions and Other Operations
Features of filling out electronic documents formed by registrars in accordance with version FCDR_17_02 of interaction formats confirming operations on the NSD personal account are presented in the attached file.
This section describes only one mandatory corporate action related to the buyback of securities under Art. 84.8 of the Federal Law "On Joint-Stock Companies", corporate action code – TEND.
As a result of executing this corporate action, securities of all owners are bought out except for the buying-out person itself and its affiliated persons. To exclude securities belonging to the buying-out person itself, its affiliated persons or the issuer, provision is made for submission of corresponding instructions by such persons. In this regard, this corporate action has an option – not to participate in the corporate action, but this option is intended only for a limited circle of persons provided that they provide information about themselves and it is confirmed by the corporate action initiator. This type of corporate action can be distinguished from others having the same code TEND by the following features contained in the notification:
In the process of executing mandatory buyback under Article 84.8, message exchange between NSD and clients is carried out in ISO formats (ISO20022 and ISO15022) through the following communication channels:
The person who acquired 95% of shares applies to the company (share issuer) with a buyback request, after which the issuer through the registrar must provide NSD with a corresponding corporate action notification. NSD sends a corporate action notification to its clients in ISO formats via the communication channel selected in the EDI questionnaire or established under operation 97. Types of messages used:
The notification contains in structured form the main information about the corporate action, including corporate action execution options:
ISIN and other codes of the underlying security;
Depository account number of the client and balance of underlying securities on it;
Record date (blocking date);
Securities blocking period;
Buyback price;
Legislative article code under which the CA is conducted;
Link to materials and documents placed on the FTP server.
Corporate action options:
For this corporate action, all clients who have subscribed to receive reminders (form code - CA312), such a message is sent 5 business days before the record date. This is due to the fact that at the end of the record date (blocking date), operations with securities will be suspended, and all securities will be transferred to section 83 for subsequent execution – writing off securities after their payment.
Corporate action notification scheme:
For all mandatory corporate actions, it is assumed by default that the securities owner participates in such corporate action, i.e., no instructions from the owner are required. Buyback under Article 84.8 is a mandatory corporate action with options, which consist in the fact that when providing information on affiliated persons, the buying-out person, the issuer, their securities are excluded from participation in the corporate action. For this, clients provide instructions to exclude securities from participation in the corporate action with the option "NOAC" - do not participate in the corporate action. As a result of processing such instructions, a message with the instruction status is sent both from NSD and from the registrar.
An instruction to exclude securities from participation in a corporate action can be provided until funds are received for payment of the securities being bought out.
If securities subject to buyback are accounted for on the owner's account and belong to the issuer, then such issuer does not provide instructions to exclude securities from the corporate action, as the necessary instructions will be automatically formed and transferred to the registrar.
In the timeframes established by legislation, the buying-out person transfers funds to NSD, which are subsequently transferred in a cascade manner to NSD depositors whose securities were blocked and subject to buyback. Funds are sent to NSD clients to bank details linked to the depository account. As a result of the payment, clients are sent a report in ISO20022 standard.
After payment, securities are written off from the NSD account in the register and accordingly from NSD clients' accounts based on the registrar's order. As a result of such write-off, clients are sent a report in ISO20022 standard and report MS101 for each depository account on which securities were blocked for this corporate action.
The following messages are used in the process of executing mandatory buyback under Article 84.8:
Corporate action execution scheme:
No fee is charged for conducting mandatory corporate actions.