Russia: Regulation of Depository Receipt programmes

Note: Some of the information in this Announcement has since been amended (see our Announcement A13010).

On 7 December 2011, the Russian Federation adopted Law No 415-Z “On Amendment to Certain Legislative Acts of the Russian Federation” in conjunction with Law “On the Central Depository” (the 415-FZ Amendment), which is expected to have significant impacts on Depository Receipt (DR) programmes with Russian underlying equities.

As of 1 July 2012, the 415-FZ Amendment requires Russian issuers to compile a quarterly list of the Ultimate Beneficial Owners (UBOs) of DRs. DR holders are further required to provide more detailed information to the depository. However, the level of such detailed information has, to date, not been defined by the Federal Services for Financial Markets (FSFM), the Russian regulator.

We are in contact with relevant market players to analyse how to support customers in fulfilling this new legal requirement but, due to the need for clarification by the FSFM, we are not in a position to disclose any information without the express consent of our customers. In addition, since the DRs are issued in jurisdictions outside the Russian Federation, there may be a conflict of laws relating to disclosure between the above-mentioned Russian requirements and those applicable to the issuer of the DRs.

In these circumstances, we will treat disclosure requests by Russian issuers pursuant to the 415-FZ Amendment on a voluntary basis and will only disclose information upon receipt of an express form of consent from our customers.

Disclaimer

This Announcement does not aim to give any legal or tax advice and we strongly recommend that customers assess whether and how their business is impacted by the Russian Law.

It is the customer’s responsibility to fulfil all requirements that result from the introduction of the Russian Law and customers acting on behalf of their clients should analyse whether and how to support the processing for their clients.

In order to comply with all the requirements of the law, customers are requested to secure the advice and guidance of a professional tax advisor who is familiar with the relevant facts.

Further information

The information herein provided is based on information currently available in the market and is subject to further update. The release of more information may impact the details herein presented. We will provide further details as they become available.

For further information, customers may also contact Clearstream Banking¹ Customer Service or their Relationship Officer.

1. Clearstream Banking refers collectively to Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in the Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500 (CBF) and Clearstream Banking, société anonyme, registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under number B-9248 (CBL).