Depository receipt measures with Russian underlying securities - Update
Following announcement A22046 regarding the opening of DR agents’ books, Clearstream Banking1 updates its customers about the ban on circulation of Russian shares outside of Russian Federation.
The Federal Law No. 114-FZ, "On Amendments to the Federal Law ‘On Joint Stock Companies’ and Certain Legislative Acts of the Russian Federation” (the Law) has been published on 16 April 2022 and will enter into force 10 days after its publication, on
27 April 2022 (effective date)
The Law stipulates that a Russian issuer must take necessary and sufficient measures to terminate depository receipt (DR) program agreements within 5 business days from the effective date ( for example 5 May 2022) and provide supporting evidence to Central Bank of the Russian Federation (CBR) that such measures have been taken. These measures can be taken by the executive body of a Russian issuer without having any previous approval of board of directors (supervisory board) or shareholders.
From the effective date, the following measures will be imposed on DR programs and the underlying Russian shares:
- A delivery of shares of Russian issuers to DR Agents’ accounts will not be allowed which prevents any new DR issuance,
- Shares of Russian issuers deposited on DR agents’ accounts will not give any voting rights and will not be taken into consideration when counting votes,
- No dividend payment will be paid for those securities,
- Unpaid dividends can be claimed after the conversion to the underlying shares under the procedure set forth in Federal Law No. 208-FZ of 26 December 1995 "On Joint Stock Companies" for unclaimed dividends,
- Conversion of DRs to underlying Russian shares will be allowed to the holders of the effective date of the Law (27 April 2022).
Furthermore, the Law allows the issuers to apply to Government Commission for Control over Foreign Investments for a permission to retain their DR programs. Application must be done not later than 5 business days from the effective date (5 May 2022), while the response should be given within 5 business days (16May 2022). Should the issuer receive a refusal, they must take necessary measures to terminate DR program agreements within 5 business days after the receipt of the refusal.
Clearstream Banking is currently supporting DR cancellation of DR programs for which BNY Mellon, Citibank, Deutsche Bank and J.P. Morgan have their books open. Please note that no delivery of underlying securities to Clearstream Banking account at National Settlement Depository is possible and the external deliveries will be processed in line with the requirements stipulated in the corporate action event.
Clearstream Banking is continuing to exchange information with the DR agents because it remains undefined how the conversions to the underlying shares will take place after 27 April 2022 and what will be the exact requirements.
BNY Mellon has published a notice in relation to their DR programs that is available here.
For further information, customers may contact Clearstream Banking Client Services or their Relationship Officer.
1. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG (for Clearstream Banking AG customers using Creation Accounts), registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany, and registered in Register B of the Amtsgericht Frankfurt am Main, Germany, under number HRB 7500.