Russian Depository Receipts (DR): Frequently Asked Questions
Note: This Announcement, originally published on 12 May 2022, has been updated and shows the generic process. Changes have been highlighted.
Clearstream Banking1 would like to provide customers with a general overview of the DR conversion process in relation to Russian DR programmes. Customers should be aware that the situation is continuously evolving and that the information presented below may be changed at any time without prior notice.
The information provided below is independent from the fact that Clearstream Banking has suspended the processing of the DR conversion instructions received from its customers until further notice.
1. What is the usual timeframe for the conversion process?
Usually, a DR conversion takes one to two business days depending on the time when the instruction has been processed by Clearstream Banking and the DR agent. It is important to understand that conversion instructions are processed under sanctions regime and that any intermediary in the conversion chain may review the transaction and prevent or delay the conversion process.
2. Can Clearstream Banking check if a BO is eligible to instruct?
No. Clearstream Banking will not give any guidance if a specific BO is eligible to instruct.
3. Who is eligible to instruct a conversion?
All holders of DRs are eligible to instruct a conversion if they are a record date holder.
4. We did not have a position on 27 April 2022, but the beneficial owner transferred their portfolio to us. The beneficial owner was the owner of DRs on 27 April 2022, but the position was held with a different custodian. Can we instruct a conversion?
Clearstream Banking will not verify if the customer held a position on the record date and will exclusively rely on the certification (explained below) provided by the customer. Instruction will be processed only if appropriate certification is included in the instruction. If no certification is given, instruction will be rejected.
5. Will Clearstream Banking process our instruction as soon as it has been sent?
The intention of Clearstream Banking is to process all the instructions that have been received on the same day within regular business hours. If an instruction is received at the end of the business day or outside of business hours, instruction processing will be postponed for the following business day. There is no explicit daily deadline for instruction processing.
6. What is the deadline to convert?
The deadline to send an instruction to Clearstream Banking is advised in the conversion event. The deadline of 2049 is a technical deadline and means that Clearstream Banking is not advised of any market deadlines.
DR agents may announce DR programme termination and the last deadline to instruct. Consequently, Clearstream Banking will amend a deadline in the conversion event and release an updated notification accordingly.
It may occur that the market deadlines are not announced by the DR agent, but Clearstream Banking has published a specific deadline. Such a situation may be caused by an applicable sanction imposed by the EU, the United States of America and the United Kingdom where Clearstream Banking, as a result, is obliged to suspend settlement on certain codes.
7. Why is there a DR termination announced for some programmes and not for all?
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), came into effect on 27 April 2022 which forces Russian issuers to take measures to terminate their DR programs within five business days (5 May 2022). Within that timeframe, issuers can ask for permission to retain their DR programme. Russian authorities have five business days to give their decision (16 May 2022). If issuers receive a negative response, then they have an additional five business day to take further measures to terminate their DR programmes.
Clearstream Banking does not know if issuers have applied for an exemption or not. Corporate action events will be updated if a DR termination is announced in the market, and consequently deadlines to instruct a cancellation will be amended.
8. What happens if a DR termination is announced, deadline to send an instruction to convert has passed and we have not instructed a cancellation?
Usually, DR agents, after the expiration of the deadline, try to sell the underlying shares in the market. When and if the sale occurs, DR agents distribute cash from the sale of the underlying shares and as a result DR positions are cancelled.
In the context of Russian sanctions, the Central Bank of the Russian Federation had initially opened the Russian market for resident investors only. Non-resident investors were restricted from trading. However, the Russian market is now open for non-resident investors from "friendly" countries. DR agents who are U.S. entities fall under "unfriendly" jurisdiction and it is unclear how DR agents will be able to sell the underlying shares.
9. What happens if DR agents are not able to sell the underlying shares, can we still convert?
There are indications that some of the agents may still allow cancellation. However, it is uncertain what will be precisely possible in future due to continuous evolvement of the situation. Clearstream Banking will continue to cooperate with the DR agents and closely monitor the situation. Any such possibility, if it occurs, will be communicated in the corporate action event.
10. How can we instruct a conversion?
For a DR conversion with underlying RU shares there is an event announced. Clearstream Banking has announced events on such DR programmes where a conversion is possible. To instruct a conversion, customers should send an MT565 message (or Xact Web Portal) instruction under a corporate action event. MT568 or MT599 (or Xact Web Portal free-format message) will not be accepted.
Customers are encouraged to verify the information contained in the instruction necessary for securities settlement. Any incorrect information provided may not be amended at a later stage and may lead to instruction rejection.
11. What information must be contained in the instructions?
Instruction cannot be accepted for further processing without:
- Customer’s SSI where securities need to be delivered;
- BO disclosure (if applicable):
- BNY Mellon – no disclosure required;
- Citibank – BO name required;
- Deutsche Bank – full legal name, postal address, and country of residence are required;
- J.P. Morgan – no disclosure required;
12. How do I know which agent is responsible for which programme?
In the DR conversion event in the field WEBB Clearstream Banking provides a link to DR agent’s website. It can be concluded from the link itself which DR agent is responsible for that programme. Additionally, customers can visit the website of any agent. If that particular agent is not the correct one, usually it will be visible on the same page which one is.
13. Why do we need to provide securities SSI? You already hold Russian shares for us, and we want to receive conversion proceeds to Clearstream Banking.
Even though customers may already have RU shares which are resulting from a DR conversion, and they hold them with Clearstream Banking, it is not possible to receive any additional ones. Clearstream Banking, at the moment, cannot settle or offer any settlement service in Russia. Delivery of resulting proceeds must be outside of Clearstream Banking.
14. We do not have any other link to Russia other than Clearstream Banking, neither does the BO. Can we open an account somewhere?
Clearstream Banking cannot give any guidance in relation to an account opening in Russia. Customers may need to contact their alternative custody service providers and investigate such possibility on their own. No account opening can be done through Clearstream Banking.
15. Can we receive Russian shares as a physical certificate?
For all DR programmes with underlying RU shares which are NSD eligible, delivery must be done in book-entry form. Customers instructions to convert must contain a valid SSI clearly indicating to which NSD participant and to which account shares must be delivered to.
16. Does Clearstream Banking additionally charge external delivery of securities?
No. There is no additional charge to receive RU shares outside of Clearstream Banking.
17. Are there any additional charges in relation to the conversion instruction?
Yes. There are third-party costs. DR agents charge for a DR cancellation. Clearstream Banking transfers those charges in full amount. Customers Clearstream Banking accounts will be debited in the current month (usually in the first half of the month) for all instructions processed by the agent in the previous month.
USD 5 per 100 DRs (rounded up to the nearest hundred) and cancellation fee of USD 17.50.
Exceptionally for Russian DRs, the agent requires an immediate payment of the cancellation fees for any instruction involving 500,000 DRs or more.
USD 5 per 100 DRs (rounded up to the nearest hundred) and cancellation fee of USD 15.00.
Exceptionally for Russian DRs, the agent requires an immediate payment of the cancellation fees for any instruction involving 5,000,000 DRs or more.
USD 5 per 100 DRs (not rounded up) and cancellation fee of USD 15.00.
USD 5 per 100 DRs (rounded up to the nearest hundred) and cancellation fee of USD 15.00.
If the customer’s instruction reaches a cancellation threshold as required by BNY Mellon and Citibank, cancellation fees will immediately be wired to the agent by Clearstream Banking and the customer’s CBL account will be debited regardless of their cash account balance. Customers should make sure that their account is funded in a timely manner.
18. What certification do you require?
As a usual process for a DR cancellation, customers may need to send QIB/cancellation forms to the DR agent as a mandatory requirement (not applicable for all DR programmes). Alternatively, Clearstream Banking offers electronic certification and customers can certify the content of those forms to Clearstream Banking by providing wording “CERTIFICATION OK” in their instruction to Clearstream Banking. These forms are available on the DR agents’ website.
For DR programmes of Russian issuers, there is an additional attestation required by the DR agents where instructing customers, generally speaking, need to certify compliance with applicable sanctions, that the instructing holder is a record date holder as of 27 April 2022, and that there is no change of beneficial ownership. Attestation forms differ from agent to agent and can change at any time. Attestation forms are available in corporate action conversion event and on the DR agents’ website. Wording “CERTIFICATION OK” additionally covers all the content of the attestation form.
Two DR programmes (Sberbank US80585Y3080 and VTB Bank US46630Q2021) require additional certification in relation to Executive Order 14024. Wording “EO14024COMP” must be provided in the corporate action instruction. This certification is not imposed by the DR agents but is a settlement requirement. Similar or the same certification can be imposed on other codes at any time. For more information, please refer to the Announcement A22052.
19. Do we need to fill out and send any documentation for the conversion process?
No. All certification is done electronically by sending “CERTIFICATION OK” in the instruction and completely replaces paperwork.
20. We have sent Clearstream Banking all required information, but my instruction was still rejected. Why is that?
Clearstream Banking will not accept instructions which contain the customer’s own wording for the certification requested or copy/paste from the attestation form. Such instructions will be immediately rejected. Wording “CERTIFICATION OK” is the only what can be accepted.
Moreover, please make sure that the securities SSI is complete. Clearstream Banking does not verify the validity of the SSI, but we can reject if we notice that the minimum of information is not present.
21. What does the SSI need to contain?
Customers must make sure to at least include the following:
- NSD depositor code (12 digits);
- NSD account (12 digits);
- NSD sub-account (17 digits);
- Buyer BIC or name (J.P. Morgan requirement);
- Safekeeping account number in the books of Russian custodian (J.P. Morgan requirement, Citibank requirement when delivery is to AO Citibank Russia).
Some DR agents instruct by using a BIC code while some are using NSD depositor code instead.
If the DR agent is Citibank, and when the customer is asking the underlying shares to be delivered to AO Citibank Russia, it is also mandatory to provide account number (10 digits) opened in the books of AO Citibank Russia.
J.P. Morgan, in addition to the receiving agent (BIC and NSD depositor code), requires buyer name or BIC and the safekeeping account opened in the books of their Russian custodian.
Considering the complexity of the DR agents’ requirement, Clearstream Banking strongly suggest providing all required information listed above, regardless of the DR agent in order to reduce the risk of delivery delays or rejections.
22. After the instruction has been processed, do we need to do something?
Yes. Customers need to set up a receipt free of payment (MT540) instruction in Russia to receive the shares from the agent.
23. How do we know trade details?
Customers need to calculate the quantity of securities to be received according to the ratio (depository receipt: ordinary shares). The ratio is available in Clearstream Banking’s event and on the DR agents’ website.
The resulting RU ISIN is advised in the event and is also available on the DR agents’ website.
Trade date and settlement date should be the date on which the DR agent received DRs or when they received an instruction from Clearstream Banking to convert.
More specifically, if DRs have a common depository structure (International market) trade date and settlement date should be the dates on which Clearstream Banking forwarded the instruction to the agent and when the agent has processed it. This does not need to correspond to the date when customers send the instruction to Clearstream Banking.
For domestic DRs (U.S. market), trade date and settlement date should be days on which a DR agent receives DRs from Clearstream Banking. DRs are delivered via settlement instruction through DTC. When Clearstream Banking processes customer conversion instructions, Clearstream Banking will instruct a delivery of DRs in DTC on the same day, but it cannot guarantee settlement on that day. Transactions in connection with Russian issuers may be subject to additional checks and compliance reviews by all institutions in the custody chain which may prolong the process on which Clearstream Banking does not have any influence on. Clearstream Banking cannot be held liable for any loss or damage suffered or incurred arising out of delays in connection with a customer’s cancellation instruction.
BNY Mellon, Citibank and J.P. Morgan usually process RU deliveries on T+0 basis, while Deutsche Bank processes on T+1 basis.
Customers may be contacted at any time to provide additional information in relation to their instruction.
24. Which is the SSI we need to use in our MT540 to receive underlying shares?
Custodian name: OA Raiffeisenbank
NSD Depositor Code: MC0054300000
NSD Account/Sub-account: ML9801290070/DR000000000000000
Gazprom DR programmes are an exception (US3682871088 and US3682872078)
Custodian name: Gazprombank
NSD Depositor Code: MC0009800000
NSD Account/Sub-account: ML1302070023/DR000000000000000
Custodian name: AO Citibank
NSD Depositor Code: MC0018600000
NSD Account/Sub-account: ML9512090662/DR00000CGMD000000
Custodian name: OA Raiffeisenbank
NSD Depositor Code: MC0054300000
NSD Account/Sub-account: ML9801290070/DR0000000000000NY
Custodian name: J.P. Morgan Bank International
NSD Depositor Code: MC0040700000
NSD Account/Sub-account: ML9702180498/DR000000000000000
25. We have instructed to receive underlying shares, but the transaction is not settling. What is the issue? Can Clearstream Banking help?
Clearstream Banking does not have an overview of what the agent has instructed or what the status of their delivery trade is. For a more efficient information flow, customers are encouraged to contact the DR agent and/or their custodian directly. Moreover, customers’ Russian custodians may give more guidance on how to format their settlement instructions, to see if there are any allegements against their accounts etc. Nevertheless, customers can contact Clearstream Banking as well, and the agent will be contacted in relation to the issues customers are facing.
26. I want to convert a DR, but Clearstream Banking does not have an event. Can I convert?
Clearstream Banking needs to distinguish Russian DR programmes where the underlying shares are RU shares (NSD eligible), and Russian DR programmes where a Russian company is incorporated outside of Russia and where the underlying shares have ISINs CY, LU etc.
Clearstream Banking has announced all conversion events with underlying RU shares for which the cancellation is possible. If there is no event for a DR programme where the underlying shares are RU (NSD eligible), this means that cancellation is not possible.
DR programmes with underlying shares such as CY can be open for cancellation and/or issuance. Clearstream Banking does not have an event announced for such Russian DR programmes nevertheless customers can send an unsolicited instruction requesting the conversion if books are open. Underlying shares of those DR programmes are usually not eligible for clearing and settlement, and customers may receive a physical certificate.
Which programme is open/closed for cancellation and issuance can be verified on DR agents’ website.
27. We hold a position on a DR with underlying RU shares, books are open for cancellation, but there is no event. Will Clearstream Banking announce an event?
This situation implies that the customers position is held on a remote market. Clearstream Banking will not announce an event on a remote code. It is not possible to instruct a cancellation in such scenario. To instruct a conversion, customers must realign their holdings from a remote market to the home market. For more information on how to instruct cross-border settlement, customers should refer to the Multi-Market Securities Guide available on the website.
28. What are the requirements to convert a Russian DR with underlying shares which are not RU?
There is no specific procedure, and the process can be different from one programme to another. Clearstream Banking has not been advised of such requirements. Should customers want to convert, Clearstream Banking can approach the agent to specify all the required information and documents needed for the conversion to take place. It may take some time while Clearstream Banking obtains a response from DR agents.
Clearstream Banking expects that registration name and address (and delivery address if different from the address) will be required as minimum information.
29. Will Clearstream Banking announce such a conversion event?
Clearstream Banking has a discretionary right not to announce a DR conversion event. Events can be announced to provide customer information on the conversion requirement and to facilitate easier processing, settlement, and reconciliation. No DR conversion event will be announced until all requirements are known.
30. Where can I find more information on DR programmes?
DR agents’ contact, custodian contacts, SSI information, and all information in relation to books opening is available on DR agents’ website:
- For BNY Mellon please click here.
- For Citibank please click here.
- For Deutsche Bank please click here.
- For J.P. Morgan please click here.
Clearstream Banking will provide customers with updates when they become available. For further information, please contact Customer Service or your 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.