Position transfers on the closing date before the annual general meeting
Clearstream Banking1 informs its customers that position transfers, which are instructed with the objective of transferring positions directly into unregistered positions after the last registration day for an annual general meeting, can already result in the removal from the share register before the closing of the share register under certain circumstances and consequently in the loss of voting rights.
To ensure the continued entry of an investor in the share register and consequently his entitlement to participate in an annual general meeting and exercise his voting rights, the applicable timeframe explained again below is to be observed.
Instructions for re-registrations
Regardless of the communication path, for example, CASCADE online, File Transfer, SWIFT, import functionality2, etc., re-registrations for shareholders who participate in an annual general meeting or want to be represented there, must be entered in CASCADE-RS (status "K", "checked") by 17:00 on the registration closing day.
To also ensure this for instructions which are entered via the import functionality, they must be received by CBF via email with the corresponding file attachment before 15:00.
Special feature for position transfers
If the issuer participates in the automatic transfer to the nominee pursuant to Section 67, 4 of AktG (Stock Corporation Act) (ALU) and if the ALU is not suspended on the registration closing day, it should be noted on the registration closing day that position transfers executed on the same calendar day in CASCADE can lead to the removal of the shareholder in question from the share register. This especially applies when the positions of the shareholder are registered positions.
All position transfers which are executed successfully by the end of standard processing (19:00 until approx. 21:00) on the registration closing day are affected.
The list of the issuers participating at the ALU is published at regular intervals at www.clearstream.com, Information Centre/ Settlement/CSD Settlement Information/Registered Shares.
Instructions for position transfers
To avoid unintentional, premature removals from the share registers in principle, position transfers with SET-DAY are only to be transmitted to CASCADE at the earliest on the business day following the registration closing day, i.e., "registration day + 1"3. However, if an instruction is entered for position transfers before or on the registration closing day, the date "registration day + 2"4 is to be entered in the SET-DAY field. This is particularly relevant in the "Settlement/processing day" field for position transfers entered via the import functionality as "TwinInstruction".
Examples of instructions for position transfers
The following overview describes the options for entering instructions for position transfers without affecting the entry in the share register.
The initial situation for both examples is:
- The shareholder's positions are in registered positions when the position transfer is carried out on the SET-DAY.
- There is no transmission stop or notice stop, or the notice stop or transmission stop only applies on the registration closing day + 1.
- The ALU is not suspended or will only be suspended on the registration closing day + 1.
- The registration closing day is 11 February 2013.
Example 1: Instructions after the registration closing day
Position transfers do not affect registration if they are transmitted to CASCADE starting from 12 February 2013.
Example 2: Instructions before or on the registration closing day
Position transfers with SET-DAY 13 February 2013 (registration closing day + 2) do not affect registration.
1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthaleralle 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.
2. Information about the import functionality – mode of operation, registration and test phase – is provided in the CBF Announcement RS12088 of 25 May 2012.
3. The term "+ 1" designates the next CASCADE processing day following the preceding date entry.
4. The term "+ 2" designates the day after next or a later CASCADE processing day following the preceding date entry.