This procedure applies to securities of Russian issuers, but may also be applied to foreign securities.
For compiling lists of owners and lists of persons exercising rights to securities, as well as for providing information about the person who has a depository account opened and the number of securities on that account (hereinafter jointly — the List), NSD forms a request for collection of the list/information about persons using form GS61N (hereinafter — Request, GS61N request). This Request form is created using the version of electronic document formats approved by the Board of Directors of SRO NFA, FCDR_2017_02, the transition to which was carried out gradually starting from March 1, 2021.
When sending the Request (GS61N) according to international standards, NSD uses the corporate action code DSCL (Disclosure) — Disclosure of information (Requirement for holders or owners to disclose to the issuer information about the name, location, and balance amounts for any issue of the issuer's securities).
The request for compiling the List is sent to depositors upon receipt of a request from the register holder, the Bank of Russia, as well as based on the requirement/request of the bond issuer for which NSD is the Central Depository, or at the initiative of NSD in accordance with current regulations.
Example of specifying the main CA reference and CA reference by security:
Information about the main CA reference by issuer:
CA Type: DSCL – Disclosure of information (Requirement for holders or owners to disclose to the issuer information about the name, location, and balance amounts for any issue of the issuer's securities).
CA Reference: 111111
Information about the related CA reference by issuer:
Related CA Type: MRGR – Conversion during merger/acquisition of companies
Related CA Reference: 222222
Security type:
Where "a":
For shares — code "S" is used;
For depository receipts — code "D" is used;
For stocks, bonds — code "X" is used.
Where "2", "3" — internal issue number of the security at NSD.
The register holder has the right to change the request for collection of the list/information about persons when changing the date of receiving the List from NSD and/or the grounds for the request.
In response to the GS61N request, depositors provide information about owners, persons exercising rights to securities, persons in whose interests rights are exercised, and other persons (hereinafter — Depositor's List), by providing an order using form RF005 (hereinafter — Order).
In case of compiling the List according to template 0003, 0014, or 0013, one Order includes information about persons exercising rights to securities and about persons in whose interests rights to securities are exercised.
For account type/person type 'DEPR – Person who has a depository account of depository programs opened (Russian or foreign)', it is allowed to provide information about persons in whose interests rights to securities are exercised in the form of an embedded Excel document.
Additional information about securities owners that must be included in the disclosure according to the NSD request must be specified in the field "Additional information about the person exercising rights to securities" in the shareholder_add_info tag.
In case of compiling a list of persons for income payment (List type AUTL, INML, in some cases OTHR), the List must include information about INN/TIN and additionally for individuals — date of birth.
Methods of providing the Depositor's List:
In cases where the Depositor's List is compiled for several securities, depositors have two alternative methods of providing information:
Provide a general Depositor's List for several securities at once by depository account with specification of the main CA reference by issuer.
Provide separate Depositor's Lists for each security by depository account with specification of CA reference by security.
If the depositor provides an order for registration of the Depositor's List with reference to the main CA reference, the file must include information on all securities, as each new order will replace the previous one. While when disclosing with reference to an individual CA reference by security, the depositor can send separate orders for registration for each security.
If it is necessary to make changes to a previously provided Depositor's List, code "NEWM" should be used for complete replacement of the previously provided Depositor's List and code "AMND" for making changes to the previously provided Depositor's List only for specified owners.
The SWIFT system may be used for interaction with depositors when forming Lists. In this case, NSD sends a GS61N request (MT564) for disclosure of information about securities owners and persons exercising rights to securities via the SWIFT system in ISO15022 standard.
The MT564 message contains the corporate action type code DSCL, unique CA reference by security, as well as the reference of the related corporate action in cases where the disclosure request is related to another corporate action. The MT564 message also specifies the List type code (field 70E: CETI), and in field 70E: ADTX — the template code, codes of legislative and subordinate acts. If additional information in field 70E: ADTX exceeds 350 characters, MT568 is formed in addition to MT564. In MT568, number :20C::PREV// matches MT564 number :20C::SEME//.
To provide information to NSD, the SWIFT FileAct store-and-forward service is used, through which the depositor can send the Depositor's List in XML format, prepared in accordance with the FCDR_2017_02 format.
The request for corporate action DSCL for information disclosure in ISO15022 standard in MT564 message format is sent via SWIFT channel to depositors who have configured the corresponding settings in order 97. Settings are made for a separate account for report GS61S "Notification (corporate action request)".
Format description and MT564 (DSCL) example are presented below:
MT564 message specification is located on the NSD website page "EDD Documents" — "ISO Standard Message Specifications for Electronic Document Exchange via SWIFT System in Depository/Clearing Activities/Corporate Actions".
If the request to depositors is sent via SWIFT channel, response information to NSD can be provided both via File Gateway and via SWIFT FileAct service.
Requirements for forming the Depositor's List when providing information to NSD via SWIFT FileAct service:
Format: Xml
Archiving (zip): Allowed
File name: 20 Latin characters, without spaces (recommended)
SWIFT FileAct service type: store-and-forward
Message identifier: seev.xxx.nsd.depo.rf005
RequestType: seev.xxx.nsd.depo.rf005
Lists provided by depositors are checked for compliance with XSD schema and private XSD schemas placed on the SRO NFA website in the "INTERNAL STANDARDS" section, as an Appendix to the Internal Standard "Formats of Electronic Interaction between Registrars with Nominal Holders and Central Depository" of Self-Regulatory Organization "National Financial Association".
Reports are sent via the same channel through which information about securities owners and persons exercising rights to securities was received. At the same time, if the client has connected to receive the MT564 DSCL report (Report GE61N), an additional version of the report in English is provided via LUCH or SWIFT FileAct service.
Examples of reports in English:
A detailed description of the information exchange process between NSD and the depositor when compiling a list of securities owners is presented in the attached file below.
In case of non-provision of information for compiling a list of securities owners in accordance with Articles 8.6-1 and 8.7-1 of the Federal Law dated April 22, 1996 No. 39-FZ "On Securities Market" or non-provision of information about securities owners (persons exercising rights to securities) of the issuer (person obligated on securities) — non-resident in cases where the provision of such information is mandatory in accordance with the terms of circulation and corporate actions regarding such securities, the depositor will be included in the NSD report using form 0409713 "Information on facts of non-provision by the nominal holder of receiving income on securities and facts of non-disclosure by the nominal holder of data about their depositors".
Using the old technology, a request may be sent in case of a change in the number of securities on the depositor's account for which the List was collected using the old technology.
For compiling lists of owners and lists of persons exercising rights to securities, as well as for providing information about the person who has a depository account opened and the number of securities on that account (hereinafter jointly — the List), NSD forms a request for collection of the list/information about persons using form GS061 (hereinafter — Request).
The Request using form GS061 (hereinafter — Request) may specify:
basis and purpose of compiling the List specified in the request of the register holder/issuer;
depository code of the register holder assigned by NSD;
code and reference of the main corporate action – DSCL (CA reference by issuer);
code and reference of the related corporate action;
unique reference for each security participating in the main corporate action (CA reference by security);
requirements for mandatory field completion when providing the List;
deadline for providing information.
In response to the Request, depositors provide information about owners and persons exercising rights to securities (hereinafter — Part I of the List), by providing an order using form RF005.
Methods of providing Part I of the List:
Via File Gateway with specification of the main CA reference by issuer or with specification of individual CA reference by security
Via SWIFT FileAct with specification of individual CA reference by security
In cases where the List is compiled for several securities, depositors have two alternative methods of providing information:
Provide a general List for several securities at once by depository account with specification of the main CA reference by issuer.
Provide separate Lists for each security by depository account with specification of CA reference by security (new algorithm).
If the depositor provides an order for registration of the List with reference to the main CA reference, the file must include information on all securities, as each new order will replace the previous one. While when disclosing with reference to an individual CA reference by security, the depositor can send separate orders for registration for each security.
The SWIFT system may be used for interaction with depositors when forming Lists. In this case, upon receipt of a request from the registrar, issuer, or Bank of Russia, NSD sends a Request (MT564) for disclosure of information about securities owners and persons exercising rights to securities via the SWIFT system in ISO15022 standard.
The MT564 message contains the corporate action type code DSCL, unique CA reference by security, as well as the reference of the related corporate action in cases where the disclosure request is related to another corporate action.
To provide information to NSD, the SWIFT FileAct store-and-forward service is used, through which the depositor can send the List in XML format, prepared in accordance with NSD requirements. Based on the results of processing the received List, NSD sends a report to the depositor in the established form via the SWIFT FileAct store-and-forward service.
A detailed description of the information exchange process between NSD and the depositor when compiling a list of securities owners is presented in the attached file below.
The request for corporate action DSCL for information disclosure in ISO15022 standard in MT564 message format is sent via SWIFT channel to depositors who have configured the corresponding settings in order 97. Settings are made for a separate account for report GS61S "Notification (corporate action request)".
Format description and MT564 (DSCL) example are presented below:
MT564 message specification is located on the NSD website page "EDD Documents" — "ISO Standard Message Specifications for Electronic Document Exchange via SWIFT System in Depository/Clearing Activities/Corporate Actions".
If the request to depositors is sent via SWIFT channel, response information to NSD can be provided both via File Gateway and via SWIFT FileAct service. If it is necessary to make changes to a previously provided list, code "NEWM" should be used for complete replacement of the previously provided list and code "AMND" for making changes to the previously provided list only for specified owners.
Requirements for forming the List when providing information to NSD via SWIFT FileAct service:
Format: Xml
Archiving (zip): Allowed
File name: 20 Latin characters, without spaces (recommended)
SWIFT FileAct service type: store-and-forward
When sending Part I of the List via SWIFT FileAct channel, the message must contain the following parameters:
Message identifier: seev.xxx.nsd.depo.rf005
RequestType: seev.xxx.nsd.depo.rf005
Lists provided by depositors are checked for compliance with XSD schema, fields mandatory for completion with values from NSD reference books are also checked. XSD schema and XSD schema description with description of NSD reference books used when compiling the List are located on the page "EDD Documents".
Information about the mandatory provision of information in accordance with the NSD request for depositors receiving a request for disclosure of information about securities owners via SWIFT system in ISO15022 standard is presented in the following table:
Reports are sent to the depositor via the same channel through which information about securities owners and persons exercising rights to securities was received. At the same time, if the client has connected to receive the MT564 DSCL report (Report GS61S), an additional version of the report in English is provided via LUCH or SWIFT FileAct service.
Reports in English that are sent to depositors after processing the received information:
In cases provided by legislation, in response to the Request, depositors provide information about persons in whose interests rights to securities are exercised (hereinafter — Part II of the List) by sending a document in the form of an XLS format table via NSD SED in the form of an untyped transit electronic document to the depository code of the register holder specified in the Request. When filling out this document, depositors must not change the name, location of columns, or their number.
The document with the list of owners is formed as an XLS format table using Microsoft Excel software.
The package of transit electronic documents with an embedded document (Part II of the List) is sent to the corresponding recipient using the "open envelope" scheme with mandatory specification of the message subject (in Latin with case sensitivity) according to the following template: <8.6-1>__ or as an attachment to TEDIC 5RESTR20 message (FREE_FORMAT_MESSAGE_V02 "Message, letter in free format").
For foreign nominal holders, it is allowed to send Part II of the List in the form of an XLS format table via SWIFT FileAct service to NSD for further transfer to the register holder.
When sending Part II of the List via SWIFT FileAct channel, the message must contain the following parameters:
Message Identifier: seev.xxx.nsd.hnd.rf0052
RequestType: seev.xxx.nsd.hnd.rf0052
The deadline for depositors to provide the List depends on the basis for collecting the List and cannot exceed 12 business days.
In accordance with the Decision on the Issue (on the Issue) of Bonds of the Issuer, the Bond owner, if he is not a depositor of NSD, must authorize the Bond holder (NSD depositor) to receive amounts from income payments and/or redemption of Bonds.
Income payments and/or nominal value of Bonds will be made to NSD depositors according to banking details registered in the NSD accounting system.
In case of changes (registration) of banking details, a depository order is provided for operation with code 07 "Registration of banking details", executed in accordance with the requirements of Section 3.7 of the Procedure for Interaction between the Depository and Depositors during Implementation of Conditions for Depository Activities of Non-Bank Credit Organization Joint Stock Company "National Settlement Depository" (hereinafter — the Procedure).
The NSD depositor independently monitors the completeness and relevance of the bank account details provided to NSD. NSD is not responsible for violation of owners' rights in case of untimely or incomplete provision of information to NSD.
Redemption of Bonds and/or income payments on them is made by the payment agent/Issuer in Russian Federation currency in non-cash form to NSD depositors for the benefit of Bond owners. On the date of redemption and/or income payments on Bonds, the payment agent/issuer transfers the necessary funds to the banking details of Bond holders for the benefit of Bond owners.
Income payments and/or nominal value of Bonds will be made to NSD depositors, including those authorized by their clients to receive income and/or nominal value of Bonds, according to banking details registered in the NSD accounting system.
In case of changes (registration) of banking details for income payments and/or nominal value of Bonds, a depository order is provided for operation with code 07 "Registration of banking details", executed in accordance with the requirements of Section 3.7 of the Procedure.
NSD depositors not authorized by their clients to receive income and/or nominal value of Bonds are obliged to transfer to NSD within the established time limit a list of Bond owners (including an order for registration of the list using form RF005) in accordance with the procedure defined when collecting a list of securities owners in Section 3.18 of the Procedure.
To perform the issuer's functions as a tax agent, the List must include information about INN/TIN and additionally for individuals — date of birth.
In case of absence of information about Bond owners who have not authorized the Depositor to receive income and/or nominal value of Bonds before the specified deadline, the NSD Depositor will be included in the specified list as a nominal holder authorized to receive income and/or nominal value of Bonds for their clients. In this case, income payments will be made according to the banking details of the nominal holder registered in the NSD accounting system.
If in accordance with the Decision on the Issue of Bonds, nominal holders, regardless of whether they are authorized to receive coupon income amounts on Bonds or not, must disclose information regarding individuals, as well as legal entities — non-residents of the Russian Federation, who are securities owners, then income payments and/or nominal value of Bonds will be made according to the banking details specified in the order for registration of the list of owners using form RF005.
NSD is not responsible for violation of owners' rights in case of untimely or incomplete provision of information to NSD.
Since 01.07.2016, the procedure for compiling a list of persons entitled to participate in the meeting has changed for general meetings of securities owners.
NSD provides depositors with technology based on ISO standards, which is used both for transmitting information about persons entitled to participate in the meeting and for transmitting their votes.
This procedure for collecting the list using ISO 20022 standard is located on the website page.
Information about persons entitled to participate in the meeting of securities owners (list of persons exercising rights to securities) is collected in accordance with Article 8.7-1 of the Federal Law dated April 22, 1996 No. 39-FZ "On Securities Market"
In case of non-provision of information for compiling a list of persons exercising rights to securities, the depositor will be included in the NSD report using form 0409713 "Information on facts of non-provision by the nominal holder of receiving income on securities and facts of non-disclosure by the nominal holder of data about their depositors".