Disclosure Requirements - Categories and introductory information
The Disclosure Requirements provide general information about the disclosure requirements for securities holdings with which Clearstream Banking, société anonyme in Luxembourg (“CBL”) must, according to the information available at the time of the present publication, comply in each of the domestic markets and fund markets covered by the Disclosure Requirements.
Moreover, before the consideration by market is detailed, mandatory disclosure due to the supervision of a foreign regulator to a branch of CBL is detailed.
The Disclosure Requirements form part of and are furthermore incorporated into the CBL Creation Market Guide and the Investment Fund Market Guide.
Accordingly, the English-language versions of these Disclosure Requirements are CBL Governing Documents as set forth in the CBL General Terms and Conditions and are subject to CBL’s General Terms and Conditions unless otherwise specified. Upon signature of the “Letter of Agreement and Acceptance”, the CBL customer expressly agrees to be bound by the terms and conditions of the Disclosure Requirements.
The Disclosure Requirements for each market can be found on each Market page under Products and Services/Market Coverage for the CBL Creation Market Guide and Products and Services/Investment Fund Services/Market Coverage for the Investment Fund Market Guide.
CBL has an obligation of professional secrecy under Luxembourg law.
For countries where a branch of CBL is established, CBL might, in certain circumstances, also have the obligation to disclose certain customer information to regulators or market authorities.
For the three categories described below, and without prejudice to the exceptions to professional secrecy under Luxembourg law and article 40 of CBL’s General terms and Conditions, the policy of CBL is to divulge customer identification data and securities holding details (“customer information”) only when the consent of the customer is held (either under the CBL Governing Documents or under a specific form of consent, according to category).
We classify disclosure scenarios according to the following market categories:
Markets where disclosure by CBL to issuers, investment fund managers and/or to regulators or market authorities is mandatory under applicable law;
Markets where disclosure by CBL of account holders to issuers, investment fund managers and/or foreign regulators or market authorities is a legal obligation in respect of securities in specific circumstances;
Markets where there is no obligation for CBL as custodian to disclose account holders to issuers, investment fund managers and/or regulators, notwithstanding any disclosure requirement falling directly on customers of CBL, shareholders and/or beneficial owners or notwithstanding disclosure necessary to obey an enforceable judgement of such country.
Disclosure requirements are only available for those countries where CBL has a link to the respective domestic market or direct access to local domiciled funds that are held in CBL's name on the register.
For securities holdings where CBL has no such link or direct access to the register, customers must be aware that local law might provide for mandatory disclosure. A disclosure request in this regard will be forwarded to customers without assessing its validity. Customers commit not to withhold unreasonably their consent to such request and agree to indemnify CBL for damages resulting directly with non-compliance with mandatory local disclosure requirements.
In most cases, the obligation to disclose is based on the domestic equivalent of a companies act, relevant investment funds act or anti-money laundering act and covers all security types, including Depository Receipt (DRs) etc.
In some instances, the obligation to disclose is based on stock exchange law or regulations and applies only to listed domestic and foreign securities.
Securities that are held remotely are usually not disclosed by CBL. A disclosure request received by CBL in regard to such a holding will be forwarded to the relevant customer without assessing its validity and the CBL customer shall handle the request on a voluntary basis.
N.B.: In all countries, if it is suspected that a disclosure obligation has been breached (for example, that a threshold of holdings under custody has been crossed without being reported), the regulators and the authorities may have the power to investigate. Moreover, in all countries disclosure obligations might be triggered by enforceable judgements of the competent jurisdictions of such country.
CBL believes the information contained in the Disclosure Requirements to be correct at the time of the present publication but disclaims any responsibility as to the accuracy and completeness of the information received. CBL has not made an independent verification of the accuracy of the information contained herein and does not undertake to update the information subsequently.
In the case of a discrepancy between the general information contained in the Disclosure Requirements and subsequent information provided by CBL for a specific market, or as the case may be, a foreign regulator to a branch of CBL, the general information provided by CBL for the specific market or, as the case may be, information relating to a regulator of a CBL branch, to all its customers shall prevail.
The present Disclosure Requirements do not constitute legal advice and the customer should seek independent professional counsel in relation to securities (including investment funds) deposited with CBL, especially as, for those jurisdictions in which no disclosure obligation falls on CBL, there may be separate disclosure requirements that apply directly to customers of CBL, shareholders and/or beneficial owners.
Please note that CBL is not always given comprehensive information or advised of changes affecting local disclosure requirements.
It remains the sole responsibility of the customer to ensure compliance with local disclosure requirements. If a requirement is not met, it is the customer who will be liable to any related penalty. Customers are therefore advised to seek independent legal advice on the existence and interpretation of local disclosure requirements.