Compilation of lists of securities holders and lists of persons authorized to exercise rights attached to securities, and disclosure of the person holding a securities account and the balance of securities in the securities account
The procedure described below applies to Russian securities.
Basis
For the purposes of compilation of lists of securities holders and lists of persons authorized to exercise rights attached to securities, as well as for the purposes of disclosure of the person holding a securities account and the balance of securities in the securities account (collectively, the “List”), NSD issues:
- either a Form GS61N disclosure request (a “Request” or “GS61N Request”). The Request is issued in accordance with the new disclosure procedure and the new FCDR_2017_02 formats approved by the Board of Directors of the Self-Regulatory Organisation “National Finance Association” (NFA), migration to which takes place gradually, starting from 1 March 2021;
- or a Form GS061 request (a “Request” or “GS061 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").
Upon the issuance of a Request under the international standards, NSD uses the corporate action code DSCL (Disclosure): Information Disclosure (a request to securities holders to disclose their names, location, and securities balances to the issuer).
A Request to compile a List is sent to clients, provided that NSD has received a request from the relevant registrar or from the Bank of Russia, as well as on the basis of a claim/request from a bond issuer for which NSD is the Head Depository.
A GS61N Request may also contain the following details:
- the ground on which the List is to be compiled, as specified in the registrar’s/issuer’s request:
- OWNS – Disclosure of securities holders at the request by the Bank of Russia or by the issuer (or a party liable on the securities), to enable the issuer (or the party liable on the securities) to perform its duties provided for by federal laws (Article 8.6-1 of the Federal Law "On the Securities Market");
- RGHD – Disclosure of persons authorized to exercise rights attached to securities (Article 8.7-1 of the Federal Law "On the Securities Market");
- OTHR – Other;
- LSRQ – Disclosure of persons holding accounts and the quantity of securities held in such accounts, to enable the issuer (or a party liable on the securities) to perform its duties provided for by federal laws and in other cases stipulated by federal laws (Article 8.6 of the Federal Law “On the Securities Market”).
- code of the regulatory instrument (as per the NFA’s Reference List) for the performance of duties under which the List is requested (if the required value is not found in the NFA’s Reference List, it can be specified in the notes to the request (Add_info));
- type of information requested (List type):
- AUTL – List of persons entitled to receive payments on bonds registered prior to 1 January 2012;
- BNFL – List of securities holders with details of beneficial owners;
- DEPL – List of clients (securities holders);
- INML – List of persons entitled to receive income on investment units or mortgage participation certificates;
- OTHR – other;
- OWNL – List of securities holders without details of beneficial owners;
- RGHL – List of persons authorized to exercise rights attached to securities;
- SERV – List for internal use only;
- the main corporate action code and reference – DSCL (CA reference for the issuer);
- code and the unique reference for each security participating in the main corporate action event (CA reference for the security);
- the linked corporate action code and reference;
- requirements as to mandatory/optional fields (by specifying the required List template (XSD schema)):
- 0001 – Basic without bank account details
- 0002 – Basic with bank account details. Option to provide the nominee holder’s bank account details
- 0003 – Advanced without bank account details
- 0010 – Basic with foreign currency bank account details
- 0012 – Basic with bank account details of persons authorized to exercise rights attached to securities
- 0013 – Advanced with optional blocks
- 0014 – Advanced with bank account details of persons authorized to exercise rights attached to securities
- deadline (date and time) for acceptance of a Client’s List by NSD
Example of indication of a main CA reference and a CA reference for securities:
Information on the main CA reference for the issuer:
CA Type: DSCL – Information Disclosure (a request to holders or beneficial owners to disclose their name, location and securities balances 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:
| Security classification | 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.
Where “2”, “3” is the securities issue’s internal number at NSD.
Disclosure of information for compilation of a List
In response to a GS61N Request, clients shall disclose details of securities holders, persons authorized to exercise rights attached to the securities, beneficial owners, and other persons (a "Client’s List") by submitting a Form RF005 instruction (an "Instruction").
If a List is compiled using template 0003, 0014, or 0013, the same Instruction shall contain details of the persons authorized to exercise rights attached to the securities and the beneficial owners.
For the account type / person type ‘DEPR’ (Person holding a depositary receipt program account (Russian or non-Russian person)), details of the beneficial owners of the securities may be disclosed in the form of an attached Excel document.
When providing identification details of persons exercising the rights to securities, it is recommended to indicate:
- a natural person: passport details, with the information on passport series and number indicated separately in different tags;
- a Russian legal entity: the international legal entity identification code or the OGRN;
- a foreign legal entity: the international legal entity identification code or number assigned to the legal entity in the commercial register or other register of the state;
- a foreign organisation which is not a legal entity under the law of the country where the organisation is incorporated: any registration marks in accordance with the law of the country where the organisation is incorporated.
In the case of a List for income distribution, templates 0002, 0012 and 0014, and the bank details shall be entered subject to the following conditions:
- if income on securities is distributed through NSD and the client has not submitted a Notification of change regarding income payment method, NSD shall be specified as the income recipient in the List (except for the list of persons entitled to receive proceeds on bonds registered before 01 January.2012 (AUTL);
- if income on securities is distributed through NSD and the client has submitted a Notification of change regarding income payment method, or if income is not distributed through NSD, the client shall specify the bank details in its List. In this case, NSD will include in the List the client’s bank details for the specific payment, permanent bank details (if no bank details for the specific payment), or bank details from the depositor's legal entity profile (if no bank details for the specific payment and permanent bank details are registered) which in any case have been registered by the client who is an owner, a trust manager who has not provided information on the trustor, or a nominee holder who has not disclosed information on its clients.
A Client’s List may be submitted as follows:
- via NSDirect (CA Web-client), indicating the main CA reference for the issuer;
- via the File Gateway, indicating the main CA reference for the issuer or the individual CA reference for the security;
- via SWIFT FileAct indicating the main reference of the CA for the issuer or indicating the individual reference of the CA for the security.
Where a Client’s List is to be compiled for several different securities, there are the following two options that may be used by the client to disclose information:
- either to provide a consolidated Client’s List for such different securities for the securities account, indicating the main CA reference for the issuer;
- or to provide a separate Client’s List for each security for the securities account, indicating the CA reference for the security.
If the client gives an instruction to register a Client’s List, which indicates 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 Client’s List for each security.
If any changes are to be made in a Client’s List submitted earlier, the client has to use either the code “NEWM” to fully replace the earlier Client’s List, or the code “AMND” to amend the earlier Client’s List with respect to specific holders only.
Information disclosure via SWIFT
For the purposes of communication with clients in connection with the compilation of Lists, SWIFT can be used. In this case, NSD sends, via SWIFT, a GS61N Request (MT 564, ISO 15022) to disclose securities holders and persons authorized to exercise rights attached to securities.
The 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. Also, the MT 564 message will contain the applicable template code and the codes of laws or subordinate legislation (in field 70E ADTX: Additional text).
To disclose the information requested, clients shall use the SWIFT FileAct store-and-forward service through which they may submit their Client’s Lists in the XML format, prepared in accordance with the FCDR_2017_02 format.
Please note
SWIFT cannot be used for the purposes of compiling lists of securities holders 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 by instruction 97. Settings are required to be made for each particular account for a GS61S report (Corporate Action Notification (Request)).
The format specifications 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 the File Gateway, or via SWIFT FileAct.
Requirements for the Client’s List when submitting information to NSD via SWIFT FileAct:
Format: Xml
Archiving (zip): Allowed
File name: 20 Latin characters, no spaces (recommended)
Type of SWIFT FileAct service: store-and-forward
Message identifier: seev.xxx.nsd.depo.rf005
RequestType: seev.xxx.nsd.depo.rf005
Lists submitted by clients are checked for compliance with XSD and private XSD available on the SRO NFA website in the section "INTERNAL STANDARDS" as Annex to Internal Standard "Formats of electronic interaction of registrars with nominee holders and the central securities depository" of Self-regulatory organization "National financial association
Reporting
Following the Instruction processing by NSD, NSD will send the following reports (GS01N, GE01N, GS62N, GE62N) to the client:
- Instruction verification report, stating whether the Client’s List is accepted or rejected;
- Instruction verification report, stating whether the persons’ details contained in the Client’s List are accepted or rejected;
Following the processing of NSD’s List by the registrar/issuer, NSD will send the following reports (GS61R, GE61R) to the client:
- List processing status advice, stating whether the List is accepted or rejected;
- List processing status advice, naming the persons whose inclusion in the List has been rejected.
The above reports will be sent to the client via the same channel through which NSD has received information on securities holders or persons authorized to exercise rights attached to securities. If the client has signed up to receive MT 564 (DSCL) reports (GE61N), the client will be additionally provided with an English version of the reports via LUCH or SWIFT FileAct.
Examples of reports in English
The detailed description of the data interchange process between NSD and clients in connection with the compilation of lists of securities holders is provided in the file below.
A request in Form GS061 (the "Request"), may specify:
- the reason and purpose for compiling the List as specified in the request by the registrar/issuer;
- the depository code of the registrar assigned by NSD;
- 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 for mandatory fields when submitting the List;
- the deadline for submitting the information.
In response to the Request, clients provide details of holders and persons exercising rights on securities ("Part I of the List") by submitting instruction RF005.
Methods of providing Part I of the List:
- via Luch, indicating the main CA reference for the issuer;
- via Luch, indicating the individual CA reference for the security;
- via SWIFT FileAct, indicating the individual CA reference for the security;
Where a List is to be compiled for several different securities, there are the following two options that may be used by the client to disclose information:
- either to provide a consolidated List for such different securities for the securities account, indicating the main CA reference for the issuer;
- or to provide a List for each security for the securities account, indicating the CA reference for the security (the new algorithm).
If the client gives an instruction to register a List, which indicates 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 Client’s List for each security.
Information disclosure via SWIFT
For the purposes of communication with clients in connection with the compilation of Lists, SWIFT can be used. In this case, upon request from a registrar, an issuer or the Bank of Russia, NSD sends via SWIFT, a Request (MT 564, ISO 15022) for disclosure of securities holders and persons exercising rights in securities.
The 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, prepared in accordance with the NSD standards. After the List has been processed, NSD sends a report to the client in the prescribed form through the SWIFT FileAct store-and-forward service.
The detailed description of the data interchange process between NSD and clients in connection with the compilation of lists of securities holders is provided in the file below.
Please note
SWIFT cannot be used for the purposes of compiling lists of securities holders 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 by instruction 97. Settings are required to be made for each particular account for a GS61S report (Corporate Action Notification (Request)).
The format specifications 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 holders only.
