Corporate Actions Reform in Russia

Corporate Actions

To enable us to take account of opinions and experience of securities market participants, we invite you to study the documents describing corporate actions in the Russian securities market.

A number of processes are described for the purpose of automation of current corporate actions, while the description of the most important corporate actions contains proposals for changes to current processes aimed at optimizing and improving communication between securities market participants.

Corporate action processes are described by using three levels of detail. The most significant standard steps are described in the form of a business model; specific phases peculiar to same-type groups of corporate actions are described in a process flowchart; and key information to be interchanged between securities market participants is described in message attributes.

By reference to the message attributes agreed upon with securities market participants, NSD will develop electronic document formats to be used by securities market participants for electronic data interchange in the course of corporate actions.

Message formats

Corporate Action Group Corporate Action (CA) Process Description Purpose CA Code Business Model Process Flowchart Message Attributes Phases
Document Drafting Solicitation of Proposals Final Document Version Submission to NSD’s Commissions
1 General meeting of security holders E-proxy voting Process automation MEET
XMET
Completed Completed Completed
General meeting of holders of securities (shares, units, or mortgage participation certificates), including submission of proposals to convene a meeting, add items to the agenda, or nominate candidates Process change MEET
XMET
OMET
Completed Completed Completed
General meeting of bond holders, including submission of proposals to convene a meeting, add items to the agenda, or nominate candidates Process change BMET Completed Completed Completed
E-voting Process change MEET
XMET
         
2 Conversion of securities Conversion of convertible securities Process automation CONV Completed Completed Completed
Conversion of shares into shares with an increased nominal value Process automation INCR
Split of securities Process automation SPLF
Reverse split of securities Process automation SPLR
Conversion due to variation of rights Process automation CONV
3 Conversion of shares into shares with a decreased nominal value Conversion of shares into shares with a decreased nominal value Process automation DECR Completed Completed Completed
4 Consolidation of security issues Consolidation of security issues Process automation PARI Completed Completed Completed
5 Acquisition of shares by the issuing company/a shareholder Acquisition of shares by the issuing company  Process change BIDS Completed Completed Completed
Share repurchase by the issuing company at shareholders’ request Process change BIDS
A shareholder’s mandatory/voluntary tender offer to purchase shares Process change TEND
6 Mandatory purchase of shares from minority shareholders by a 95% shareholder Mandatory purchase of shares from minority shareholders by a 95% shareholder Process change TEND Completed Completed Completed
7 Preemptive right to purchase shares Preemptive right to purchase shares Process change PRIO Completed Completed Completed
8 Dividend payment in cash or in the form of securities Dividend payment in cash Process automation DVCA Completed Completed Completed
Dividend payment in the form of issuing company’s securities Process automation DVSE
Liquidating distribution Process automation LIQU
9 Distribution of additional shares Distribution of additional shares to shareholders Process automation BONU Completed Completed Completed
10 Reorganization of a corporation (joint-stock company) Merger Process automation MRGR Completed Completed Completed
Consolidation Process automation MRGR
Split-up Process automation SOFF
Spin-off Process automation SOFF
11 Booking out of valueless securities Booking out of valueless securities upon liquidation of the issuer Process change WRTH Completed Completed Completed
12 Redemption of bonds at the request of a holder Redemption of bonds at the request of a holder Process automation BPUT Completed Completed Completed
13 Redemption of securities Redemption of bonds at final maturity Process automation REDM Completed Completed Completed
Partial redemption of bonds without reduction of nominal value Process automation PRED
Full early redemption of bonds Process automation MCAL
14 Income payment on bonds Income payment on bonds Process automation INTR Completed Completed Completed
15 Income payment on investment units Income payment on investment units Process automation CAPG Completed Completed Completed
16 Exchange of investment units under a management company’s decision Exchange of investment units under a management company’s decision Process automation EXOF Completed Completed Completed
17 Material change relating to securities Replacement of a bond issuer upon the issuer’s reorganization  Process automation CHAN Completed Completed Completed
Material change to securities upon the management company’s replacement Process automation
Material change to securities upon the management company’s renaming Process automation
Material change to securities upon the fund’s renaming Process automation
18 Provision of information Provision of information to security holders Process automation INFORM Completed Completed Completed

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