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The Rules of the Central Securities Depository (hereinafter – the Rules) and all changes to them are approved by the Supervisory Board of the NDU and registered by the National Securities and Stock Market Commission (hereinafter - the Commission). The Rules determine the general procedure for CSD’s depository activities conduct, the procedure for relations between the Central Depository and its clients and counterparties, as well as the procedure for the Central Depository to control depository institutions in accordance with the requirements of Ukrainian legislation.

The rules were developed in accordance with the Laws of Ukraine “On the Depository System of Ukraine”, “On Capital Markets and Organized Commodity Markets”, the Regulations on depository activities approved by the Commission’s decision from the 23.04.2013 No. 735, other Ukrainian laws of and legal acts.

The Rules determine the general procedure for depository activities conducting, the order of relationships between the Central Depository and its clients and counterparties, as well as the procedure for the Central Depository’s control over depository institutions in accordance with the requirements of the legislation of Ukraine.

During the performance of its professional activities and for interaction with its clients, the Central Depository uses the information and telecommunication system of information processing of the Central Depository (hereinafter - SOI). As prescribed by the Rules, the CSD’s Regulations on the SOI describes the next:

  • the organization of the depository accounting information processing and protection system;
  • the list, description and using procedures of the software used by the Central Depository in the legal relations arising during its professional activities,
  • the requirements for the software and technical equipment of the subjects of these legal relations.

A detailed description of the interaction of the Central Depository with clients and the technology of depository operations are determined by the Regulations of depository activity provided by the Central Securities Depository and other internal documents of the Central Depository.

The Central Depository provides constant free access to the Rules and other internal documents by posting them on the official website of the Central Depository www.csd.ua.

The full version is available only in Ukrainian at:

THE RULES CONTENT

General provisions

1.  Application and subject of regulation of the Central Securities Depository Rules

2. Requirements for Central Depository Customers

3. The procedure for establishing and terminating legal relations with the Central Depository

4. The Central Depository’s work schedule

5. Procedure for documents’ registration and workflow. Types of communication

6. Control powers of the Central Depository

7. Payment procedure for Central Depository Services

 

CSD’s depository activities

1. Opening and maintenance of securities accounts by the Central Depository. Grounds for refusal to open an account. Making changes to securities account details. Conditions and procedure for closing the securities account.

2. ISIN allocation rules

3. The procedure for receiving/ safekeeping of global/ temporary global certificates/ information on issued bank deposit certificates, bearer securities certificates. Securities registration in the depository accounting system, their accounting and safekeeping

4 Procedure, terms and volumes of providing by the depository institutions of information to the Central Depository the information:

  • on the state of depositors securities accounts opened with this depository institution and
  • information on conducting of the accounting operations of transfer of rights to securities related to the acquisition/termination of those rights on accounts opened by depositors with this depository institution

5. Procedure for servicing of corporate and other issuer’s operations

6. Procedure and grounds for conducting/refusal to conduct depository operations in the depository accounting system

7. Central Depository’s cross-border operations service

8. Central Depository’s Procedure for the of servicing of the Depository Institution’s Account (Accounts) in case of ceasing an activity by it

9. The general procedure for drawing up the register of registered securities owners, the list of owners. Storage of information about persons determined to provide the issuer with the register of registered securities owners

10. Services of the Central Depository related to the convening and holding of remote general meetings of shareholders and general meetings of participants of the corporate investment fund

11. Central Depository’s Services regarding the provision of bondholders meetings.

12. Central Depository’s Services related to notification or other information provision through the depository system of Ukraine

13. Central Depository’s Services related to maintenance of bank deposit certificate issues

14. Municipal bonds servicing by the Central Depository

The Central Depository provides constant free access to the Rules and other internal documents by posting them on the official website of the Central Depository www.csd.ua.

The full version is available only in Ukrainian.

 

The Regulations for the Conduct of Depository Activities of the Central Securities Depository (hereinafter - the Regulations) were developed in accordance with the Law of Ukraine "On the Depositary System of Ukraine", the Law of Ukraine "On Capital Markets and Organized Commodity Markets", the Regulation on the Conduct of Depository Activities, approved by the decision of the National Securities Commission and the stock market dated 04.23.2013 No. 735.

The Regulations is one of the main documents that regulates the interaction of the Central Depository with its clients and provides with a whole cycle of interaction with them from the agreement conclusion to the account closing.  It contains necessary requirements for different types of clients, lists and describes in due order the stages of depository operations. It lists actions and documents required from clients to perform certain type of operation, determines deadlines of all parties actions and the possible communication ways.

Regulations is a live document, which is changed respectively with the legislation novation, appearance of new and updating of existing CSD’s services. The upcoming changes are going through a stage of discussion with market participants.

Full version exists only in Ukrainian and is available here.

 

1.

General provisions and scope the Regulation covers

6

2.

Concluding agreements with the CSD and securities accounts opening procedure

7

3.

Procedure for compleeting and submitting documents to the CSD

8

4.

Refusal/rejection reasons in executing operations by the CSD

9

5.

Reporting documents submitting procedure

13

6.

Moment of SSI execution, cancellation, irrevocability and finality

17

 

Section І   Issuers service procedure

 

1.

Opening, maintaining and closing of securities accounts

21

1.1.

Securities account(s) opening to issuers

21

1.2.

Securities account(s) opening to mutual investment funds

23

1.3.

Securities account(s) opening to corporate investment funds (hereinafter referred to as the CIF), being at the creation stage and compleeting the Securities Account Questionnaire after its state registration

26

1.4.

Securities account(s) opening to Joint-Stock Company being at the creation stage

29

1.5.

Appointment of securities account management Trustee

32

1.6.

Appointment of account management Trustee of the State Property Fund of Ukraine (hereinafter referred to as SPF) or the regional branch of SPF

35

1.7.

Ammending of Securities Account Questionnaire

37

1.8.

Ammending of securities account management Trustee Questionnaire

39

1.9.

Termination of securities account management Trustee powers

41

1.10.

Registration of information about the person/replacement of the person authorised to provide the issuer with the Register of securities registered securities owners

42

1.11.

Procedure and grounds for closing the issuer's securities account(s)

43

1.12.

Securities account(s) opening to an international financial institution

44

1.12.1.

Appointment of securities account management Trustee of international financial institution

46

1.13.

Issuers data updating

49

1.14.

Securities account(s) opening to the municipal bond issuer (hereinafter referred to as MB issuer)

50

2.

The procedure of ISIN code allocation to financial instruments

52

3.

Operations execution procedure on issuers' accounts

53

3.1.

Crediting of securities (including the municipal bonds) to the issuer's securities account as a result of a global or temporary global certificate depositing

53

3.1.1.

Crediting the bank deposit certificates to the issuer's securities account as a result of depositing the information on the issued bank deposit certificates

55

3.1.2.

Depositing a global certificate of bank deposit certificate issue, registration of bank deposit certificates issue

56

3.2.

Crediting of securities in the result of global certificate replacement with a new global certificate in cases of CIV securities issue registration / decision to increase the number of issued bank deposit certificates

57

3.3.

Depositing a securities global certificate (including the municipal bonds) as the result of global/ temporary global certificate replacement with a new global certificate

60

3.4.

Renewal of the global/temporary global certificate/ information on issued bank certificates of deposit resulting from adjustment to Prospectus /Decision on the securities issue / issuer's details

61

3.5.

Debiting of securities, municipal bonds in the result of global/ temporary global certificate replacement with a new global certificate, provided that the securities number of the new issue is less than the securities number of the previous issue

62

3.6.

Securities (including municipal bonds) issue redemption maintenance procedure

64

3.7.

Redemption of the temporary global certificate in the result of recognition of securities (including municipal bonds) issue as such that did not take place

66

3.7.1.

Redemption of information on issued bank deposit certificates as a result of the issuer refusal to issue bank deposit certificates

68

3.8.

Securities (including municipal bonds)OTC placement maintenance procedure

69

3.9.

Securities (including municipal bonds) stock exchange placement maintenance procedure

70

3.10.

Maintenance procedure of OTC buy-back of securities (including municipal bonds) by the issuer in securities owners

70

3.11.

Maintenance procedure of OTC selling of previously bought-back securities (including municipal bonds and bank deposit certificates) registered in the issuer's securities account as intended for alienation to owners

71

3.12.

Transfer of Real Estate Transactions Fund Certificates (hereinafter - RETF) from the issuer's securities account to the securities account opened with the depository institution/ transfer of securities from the issuer's securities account to the underwriter's securities account opened with the depository institution

72

3.13.

Securities issue denomination. Securities nominal value change that is not related to the denomination

73

3.13.1.

Issuer’s authorized capital increase/decrease by relevant change in the nominal value of the shares

73

3.13.2.

Denomination (split/consolidation) of securities issue

75

3.14.

Operations related to the shares conversion

76

3.14.1.

Terminating joint stock company’s (issuer’s) shares conversion into shares of assignee company as a result of merger (reorganization process)

77

3.14.2.

Terminating joint stock company’s (issuer’s) shares conversion into shares of assignee company as a result of acquisition (reorganization process)

79

3.14.3.

Terminating joint stock company’s (issuer’s) shares conversion into shares of assignee companies as a result of division (reorganization process)

81

3.14.4.

Joint stock company’s (issuer’s) shares conversion into shares of two companies and company’s split off as a result of separation (reorganization process)

83

3.15.

Conversion of securities issue from definitive physical form into electronic one

85

3.16.

Return to/from the issuer's account of unpaid/incorrectly transferred securities

85

3.17.

Unconditional operation on imposing/removal of restrictions to securities (including municipal bonds) transactions with certain securities issue

87

3.18.

Conversion of Collective investment vehicle’s securities

88

3.19.

Corporate events, including interest payment/redemption/ other cash related payments provided for by the law when the global certificate of securities (including municipal bonds) deposited in the Central Depository

89

3.20.

Joint-stock company creation in the result of the enterprise termination and transformation

94

3.21.

Operation on imposing/removal of restrictions to execute transactions with securities of mutual and corporate investment funds upon adoption a decision on its liquidation/cancellation a decision on its liquidation

95

3.22.

Conversion of debt securities

97

3.23.

Unconditional operation on securities transfer to the issuer's securities account from the securities account of a depository institution terminated its depository activities

99

3.24.

Mandatory sale of shares by shareholders on the request of the owner of a controlling stake according to the Article 65 of the Law of Ukraine "On Joint Stock Companies"

100

3.25.

Transfer of option certificates to the issuer account resulting from the issuer performance of its obligations

102

3.26.

The Procedure for executing securities transactions (including municipal bonds), concluded by the Issuer on the organized capital market with/without "DVP" principle and over-the-counter with "DVP principle"

103

3.27.

Conversion of RETF

105

4.

The Procedure for information provision at the request of the securities issuer (including municipal bonds)

105

4.1.

Providing an Account Statement of Holdings to issuers

106

4.2.

Providing a Statement of securities transactions executed on the issuer's account

106

4.3.

Information provision about the CSD the issuer concluded agreement with on securities issues maintenance

106

4.4.

Information provision on the concluded agreement on securities issues maintenance and global certificate registering

107

4.5.  

Providing of the Register of securities owners /list of shareholders/list of owners 

107

4.6.  

Information provision on the owners of voting shares holding share package not less than 5 percent  

114

4.7.  

Information provision on state share in the issuer authorized capital based on the Register of securities owners  

115

4.8.  

Information provision on non-resident shareholders indicating their share volume, based on the Register of securities owners 

115

4.9.  

Information provision on shareholders type such as legal entities and individuals indicating their share volume, based on the Register of securities owners 

116

4.10.  

Information provision on the concluded agreement on securities issues maintenance, global certificate registering and state share in the authorized capital based on the Register of securities owners 

116

4.11.  

Provision of notifications or other information through the depository system 

117

4.12.  

Certification of the issuer's report/statement in accordance with the legislative requirements  

118

4.13.  

Information provision of depository institution on shareholders who are legal entities being under the issuer control 

119

4.14.  

Information provision of issuer (by request) on not executed placement of investment certificates of the mutual investment fund 

120

4.15.  

Information provision of issuer (by request) on investment certificates balance in securities accounts opened with the CSD 

120

5.

Services provided to shareholders who collectively own 10 and more percent of the voting shares registered in the CSD 

120

6.

Services provided to issuers of ordinary registered shares registered in the CSD 

122

7.

Services provided by the CSD in relation to holding of remote General Meeting of shareholders and corporate investment fund participants

123

8.

Services provided by the CSD in relation to holding of Bondholders Meeting

125

 

Appendices to Section I  

128

 

Section ІІ Services providing procedure for depository institutions, National Bank of Ukraine, foreign CSDs, clearing institutions 

 

1.

Opening, maintaining and closing of securities accounts

180

1.1.  

Securities account(s) opening to depository institution/clearing institution/ National Bank of Ukraine 

181

1.2.  

Securities account(s) opening to foreign CSD 

184

1.3.  

Adjustment of Securities Account Questionnaire 

186

1.4.  

Data updating on CSD clients: depository institution, National Bank of Ukraine, foreign CSDs 

188

1.5.

Data updating on Account operator(s)

189

1.6.

Procedure and grounds for closing securities accounts

189

2.

Operations execution procedure on accounts of depository institutions, National Bank of Ukraine, foreign CSDs, clearing institutions

191

2.1.

Transfer of securities from the issuer account while OTC placement

191

2.2.

OTC securities buy-back by the issuer from holders

192

2.3.

Transfer of previously bought-back securities and bank certificates of deposit intended for alienation to owners to their own accounts

192

2.4.

Executing of unconditional operations on securities accounts of depository institutions while issuer holding securities transactions

193

2.4.1.

Securities issue redemption

193

2.4.2.

Securities issue cancellation

194

2.4.3.

Denomination (split/consolidation) of securities issue

195

2.4.4.

Conversion of shares resulting from Joint-Stock Companies merger

197

2.4.5.

Conversion of shares resulting from Joint-Stock Company acquisition

198

2.4.6.

Conversion of shares resulting from Joint-Stock Company division

200

2.4.7.

Conversion of shares resulting from company separating

201

2.4.8.

Conversion of debt securities

203

2.5.

Unconditional operation on imposing/removal of restrictions to execute securities transactions with certain securities issue

204

2.6.

Free of payment securities transfer between depository institutions’ securities accounts

204

2.7.

Operation on blocking/unblocking rights to securities registered on the owner securities account

208

2.8.

Transactions with securities offered as a colateral under refinancing loans

210

2.9.

Mandatory sale of shares by shareholders on the request of the owner of a controlling stake according to the Article 65 of the Law of Ukraine "On Joint Stock Companies"

210

2.10.

Maintenance of option certificates transferring to the issuer account resulting from the issuer performance of its obligations

212

3.

The Procedure for information provision at the request of depository institutions/National Bank of Ukraine

212

3.1.

Providing an Account Statement of Holdings to depository institution and National Bank of Ukraine

213

3.2.

Providing a Statement of securities transactions to depository institution and National Bank of Ukraine

213

3.3.

Notification of the depository institution on the receipt by the Central Depository from the Deposit Guarantee Fund of Individuals (hereinafter referred to as the Fund) of the notification of the Fund's approval of the settlement plan, which provides for the sale of an insolvent bank to an investor, and/or of the Fund's receipt of the decision of the Cabinet of Ministers of Ukraine on the participation of the state in the withdrawal of an insolvent bank from market in the manner determined by Clause 5 of Part Two of Article 39 of the Law of Ukraine "On the Deposit Guarantee System of Individuals"

213

3.4.

Provision of notifications or other information types through the depository system

214

3.5.

Information provision of depository institution on shareholders who are legal entities being under the issuer control

215

3.6.

Services provided to depository institutions which clients collectively own not less than 10 percent of the voting shares of certain issuer and have concluded an appropriate agreement on holding extraordinary general meeting

216

4.

Immobilization of bearer definitive securities placed by the issuer before the entry into force the Law of Ukraine "On Capital Markets and Organized Commodity Markets"

218

5.

The Procedure for executing transactions, concluded on the organized capital market or OTC with/without "DVP" principle

219

6.

Cross-border securities transactions execution in depository system of Ukraine

223

6.1.

Executing of cross-border foreign securities transactions

223

6.2.

Placement and circulation of Ukrainian issuers securities on foreign markets

228

7.

The cooperation procedure between depository institution and CSD in the processes of remote general meeting holding

228

8.

The cooperation procedure between depository institution and CSD in the processes of Bondholders meeting

229

Appendices to Section II

231

Section III Procedure for providing services to entities receiving notifications or another data through the depository system (except issuers)

261

Section IV Depository accounting Standard (rules)

264
 

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