Share Issuer Services

NSD offers the following services to share issuers:

  • Depository services in the course of a public offering of securities
  • Maintenance of a treasury securities account

Depository services provided in connection with an initial public offering of an additional issue of an issuer's shares on a stock exchange (provided under a Depository Services Agreement)

The process of interaction between an issuer and NSD in connection with an initial offering of an additional issue of Issuer's shares on a stock exchange includes the following steps:

  • The issuer and NSD agree upon the provisions of a draft share issuance resolution which relate to the depository services to be provided by NSD (the draft resolution has to be agreed upon prior to state registration).
  • The issuer and NSD enter into a Depository Services Agreement for the depository services to be provided by NSD in connection with the public offering (the agreement has to be entered into after state registration).
  • The issuer and NSD agree upon a time schedule in accordance with which interaction is to be maintained with authorized staff of NSD, registrar, underwriter, stock exchange, and NCC during the offering date.

Services provided to an issuer for the transfer of shares issued by the issuer from its treasury account with the registrar to its treasury securities account with NSD

The process of interaction between an issuer and NSD includes the following steps:

  • The issuer and NSD enter into or update their Treasury Securities Account Agreement, and NSD opens a treasury securities account for the issuer (or continues maintaining the issuer's existing treasury securities account) in accordance with the Treasury Securities Account Agreement.
  • NSD opens a nominee account / CSD nominee account with the issuer's registrar (unless such account already exists) and accepts the share issue(s) for depository services. To enable NSD to accept shares issued under Russian laws for depository services, the issuer is required to provide NSD with the necessary documents.
  • The issuer orders the registrar to transfer the securities from the Issuer's treasury account to NSD's nominee account with the registrar, or to transfer the securities in NSD's CSD nominee account. The issuer gives an instruction to NSD to accept the securities for safekeeping and/or record keeping (transaction code 35).
  • Shares recorded in the treasury securities account with NSD may be offered by the issuer either on a stock exchange (provided that the shares are listed on the stock exchange), or in the OTC market.

Scheme of a share transfer from an issuer's treasury account with the registrar to the issuer's treasury securities account with NSD:

  1. The issuer orders the registrar to debit the issuer's shares from the issuer's treasury account with the registrar.

    1*. The issuer gives an instruction to NSD to accept the securities for safekeeping/record keeping

    For a CSD nominee account with the registrar, NSD, on the basis of the said instruction, orders the registrar to make the relevant transaction in the CSD nominee account.

  2. The registrar issues a transaction statement to NSD to confirm the transaction made in NSD's nominee account, or requests reconciliation for the purpose of making a transaction in NSD's CSD nominee account.

    2*. For a CSD nominee account, NSD either confirms the transaction to the registrar or rejects the transaction.

Securities offering on a stock exchange:

  1. Buyers give orders to buy issuer's shares in the trading system.
  2. The clearing house, NSD, and the trading system (stock exchange) exchange information concerning:
    • quantity of shares in accounts; and
    • trading results.
  3. Based on the information received from the clearing house, NSD credits shares to buyers' securities accounts.

Securities offering in the OTC market:

3*. The issuer gives an instruction to NSD to transfer shares from the treasury securities account to the buyer's securities account. The buyer gives a matching instruction to credit the shares to his securities account.

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