Drawing up a List of Securities Owners / List of Persons Authorized to Exercise Rights Attached to Securities, and Disclosure of Information on Persons Holding Securities Accounts and Securities Balances in Such Accounts
The procedure described below applies to Russian securities.
For the purposes of drawing up a list of securities owners / list of persons authorized to exercise rights attached to securities (a "List"), as well as for the purposes of disclosure of information on persons holding securities accounts and securities balances in such accounts, NSD issues:
- either a Form GS061 request (a "Request"); or
- a document in the ISO 20022 format, if such document is provided for by the NSD's EDI Rules for the relevant corporate action (a "Notification").
When sending a Request, in accordance with the international standards, NSD uses the DSCL (Disclosure) corporate action event code (Requirement for holders or beneficial owners to disclose their name, location and holdings of any issue to the issuer).
A Request to draw up a List will be sent to clients, provided that NSD has received a request from the relevant registrar or from the Bank of Russia, or on the basis of an issuer's request where NSD is responsible for mandatory centralized safekeeping of the relevant securities.
A Request may contain, inter alia, the following details:
- the ground on which the List is to be drawn up and its purpose, as specified in the registrar's/issuer's request;
- the depository code assigned by NSD to the registrar;
- the main corporate action code and reference – DSCL (CA reference for the issuer);
- the linked corporate action code and reference;
- the unique reference for each security participating in the main corporate action event (CA reference for the security);
- requirements as to mandatory/optional fields; and
- the timeframe within which information is to be disclosed.
Information on the main CA reference for the issuer:
CA type: DSCL - Disclosure (Requirement for holders or beneficial owners to disclose their name, location and holdings of any issue to the issuer).
CA reference: 111111
Information on the linked CA reference for the issuer:
Linked CA type: MRGR – Conversion upon a merger/company takeover
Linked CA reference: 222222
Information on CA references broken down by security type:
|Securities type||Security code||CA reference (DSCL) for the security||Linked CA reference (MRGR) for the security|
|Preferred shares||ISIN 1||111111а2||222222а2|
|Ordinary shares||ISIN 2||111111а3||222222а3|
where instead of "a" the following shall be used:
- "S" - for UIT units;
- "D" - for depositary receipts;
- "X" - for shares or bonds.
In response to a Request, clients shall disclose information on the securities owners and the persons authorized to exercise the rights attached to the securities ("Part I of the List") by submitting a Form RF005 instruction.
Part I of the List may be submitted as follows:
- via LUCH, stating the main CA reference for the issuer;
- via LUCH, stating the individual CA reference for the security;
- via SWIFT FileAct, stating the individual CA reference for the security.
Where the List is to be drawn up for several different securities, there are the following two options that may be used by clients to disclose information:
- either to provide an aggregate List for such different securities for the securities account, stating the main CA reference for the issuer;
- or to provide a separate List for each security for the securities account, stating the CA reference for the security (new algorithm).
If the client gives an instruction to register a List, which states the main CA reference, the file must contain information on all securities, as each new instruction replaces the previous one. In contrast, when disclosing information with an individual CA reference for the security, the client may give a separate instruction to register a List for each security.
Information Disclosure via SWIFT
For the purposes of communication with clients in connection with the drawing up of Lists, NSD may use SWIFT. In this case, upon receipt of a request from the registrar/issuer/Bank of Russia, NSD sends, via SWIFT, an ISO 15022 Request (MT 564) to disclose securities owners or persons authorized to exercise rights attached to securities.
An MT 564 message will contain the corporate action type code (DSCL), the unique CA reference for the security, and the linked CA reference where the disclosure request is connected with another corporate action.
To disclose the information requested, clients shall use the SWIFT FileAct store-and-forward service through which they may submit their Lists in the XML format in accordance with NSD's requirements. As soon as NSD processes the List received, NSD will send a report to the client through the SWIFT FileAct store-and-forward service.
The detailed description of the data interchange process between NSD and clients in connection with the drawing up of lists of securities owners is provided in the file below.
SWIFT cannot be used for the purposes of drawing up lists of securities owners or authorized persons to receive income on bonds registered before 2012.
Signing up for the Service
An information disclosure (DSCL) request (MT 564, ISO 15022 format) will be sent via SWIFT to those clients who have made the relevant settings for instructions 97. Settings are required to be made for each particular account for a GS61S report (Corporate Action Notification (Request)).
Format description and an MT 564 (DSCL) example are provided below:
MT 564 Specifications are available in the Electronic Data Interchange section of NSD's web site (ISO Message Specifications for the Purposes of Electronic Data Interchange via SWIFT in Connection with Depository Operations/Clearing Operations/Corporate Actions).
If a Request is sent to a client via SWIFT, the client may respond to NSD either via LUCH, or via SWIFT FileAct. If any changes are to be made in a List submitted earlier, the client has to use either the code "NEWM" to fully replace the earlier List, or the code "AMND" to amend the earlier List with respect to specific owners only.