Shareholder Identification

22.02.2022

Shareholder identification disclosure requests require intermediaries to report complete and accurate disclosure of investors with holdings in the underlying security to a relevant competent authority and/or issuer once certain parameters are met. Issuers often appoint an agent as their attorney-in-fact, under power of attorney, to collect such investor information as is required to be disclosed from intermediaries like Clearstream Banking.

Emerged from the need of issuers to know their investors and reporting requirements for beneficial owners with holdings above a specific threshold in a class of an investment, national laws and regulators have adopted the disclosure of investors to improve the transparency of the securities business.

Shareholder identification disclosure requests are not limited to equities, even the majority of requests are currently related to this asset class. The scope of securities affected is dependent on the transposition of the regulation into each national law.

The legal basis for markets serviced by Clearstream Banking can be found under Disclosure Requirements - Introductory information and categories.

Effective 3 September 2020, the Shareholder Rights Directive II (EU) 2017/828 (SRD II), together with the Commission Implementing Regulation (EU) 2018/1212 that have been transposed into national law by EEA Member States, set new standards for disclosures, referred to as shareholder identification disclosures (SID).

Types and Format of Shareholder Identification Disclosure (SID) Requests

Clearstream Banking respond to a SID request and inform customers as follows:

SID requests subject to SRD II – STP Process:

  • When Clearstream Banking receives a SID request from an issuer1 the request will be made available via Xact Web Portal, in addition, the ISO 20022 seev.045/seev.046 messages can be scheduled to be received via Xact File Transfer and/or SWIFTNet FINplus. Customers may be contacted by the requestor directly. 
  • Clearstream Banking will respond by sending ISO 20022 seev.047 to the response recipient defined in the SID request and, if SID request requires Clearstream Banking to forward the request (forward indicator is “true”), it will forward the request to downstream customers and equivalent reporting will be generated in Xact Web Portal for further action. Customers may also be contacted by the requestor directly.
  • Clearstream Banking will respond by sending ISO 20022 seev.047 to the response recipient defined in the SID request and if the forward indicator is set to “false“ or absent, it will not forward the request to downstream customers.
  • Clearstream Banking reserves the right to not respond to requests that are not authorised, or sufficient documentation has not been provided in due time.

SID requests subject to SRD II - Non-STP process:

  • Clearstream Banking will not respond to SID requests that are not received as ISO 20022 seev.045 on the usage of the SWIFTNet FINplus service. Clearstream Banking will inform customers about these SID requests by a ISO 15022 MT564/DSCL message, which can be retrieved via equivalent reporting in Xact Web Portal. A requestor could also contact customers directly to demand disclosure.

The STP processing of SID requests within Clearstream Banking is based on the SMPG guidelines for the messaging format, as well as on the usage of the SWIFTNet FINplus service for the exchange of messages, as recommended by ECSDA.

In order to inform customers of the impacted requests, Clearstream Banking has published a list of those requests, which is updated on a regular basis.

Disclosure requests not subject to SRD II:

  • Clearstream Banking receives disclosure requests in unstructured format or by their depositories as ISO 15022 MT564/DSCL. Customers will be informed by a ISO 15022 MT564/DSCL if the applicable national jurisdiction requires this disclosure from Clearstream Banking. In specific situations a response may be requested from the customer.

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1. The request can be sent by an appointed issuer agent and forwarded by intermediaries as part of the custody chain.

Shareholder Identification related announcements

Xact File Transfer: Introduction of new shareholder identification connectivity channel

Shareholder Identification Request: How CASCADE customers can subscribe to the Report

Shareholder Rights Directive II: Clearstream’s connectivity enhancements for shareholder identification and general meeting services

Xact Web Portal: Introduction of New Shareholder Identification module