Direct Listing on MOEX Information for investors

Transcription

1 Direct Listing on MOEX Information for investors

2 2 BACKGROUND Upon completion of listing on the Moscow Exchange, owners of Company s shares may request to transfer their shares from the Hong Kong Stock Exchange (HKEx) to the Moscow exchange (MOEX), or vice versa. Repositioning of shares to Moscow will be made through several intermediate securities depository accounts, including CCASS, Computershare, Euroclear and NSD Moscow, and in particular shall involve mandatory removal of shares from the register in Hong Kong to the register in Jersey which are both currently maintained by Computershare. Such repositioning of shares shall not involve change in the beneficial ownership of the shares and as the register of members is transferred from Hong Kong register to Jersey register, any subsequent trading of Company s shares listed on the Moscow Exchange should not give rise to any Hong Kong stamp duty liability. In addition to the above, Company s shares will be made available in CREST, via the Jersey register. Computershare, through its established connectivity through various market infrastructures, will provide a cross border share transfer service between CCASS and CREST, and via Euroclear Bank, NSD. From this position, in CREST and through a service and an account provided by Euroclear Bank on behalf of NSD, shareholders will be able to receive the Company s shares in Moscow where they will be listed and available for trading and settlement.

3 3 Cross border movements/repositioning Requests from Hong Kong to Jersey (and in to Moscow) are expected to take between 3-4 business days and movements from Jersey (originating from Moscow) to Hong Kong are expected to take 3 business days and there are a number of operational steps required to be undertaken to efficiently complete the cross border deliveries. These steps are to be undertaken by a combination of parties, including: Brokers/Beneficial shareholders; the Hong Kong CCASS participant(s), Computershare Team (including Computershare HK and Computershare Jersey), the CREST participant(s) (such as Euroclear Bank) and NSD. A high level summary of actions is presented on slides 4 and 5. Please note, however, that holder chains and the requirements of different CCASS,CREST and NSD participants may vary, so shareholders who may, at some stage, wish to reposition their shares in the Company are recommended to seek clarification on the exact process, fees and timings from their custodians before they commit to undertaking this form of transaction. Shareholders / Brokers will, as part of the process, require access to Computershare s xsettle system, which is an established online platform used by international brokers/custodians for lodging requests for shares to be repositioned between international markets. If you or your broker/custodian are not currently an xsettle user, access can be requested through the following link but only do so if you do intend to use this service and allow up to 3 business days for account requests to be validated and activated. Computershare fees for shares repositioning are presented on Computershare xsettle web-site. Note: you will need to make separate requests for access to the forms for transactions originating from Hong Kong (CCASS) and from the UK/Jersey (CREST) and specifying the relevant CCASS ID or CREST ID in the application form. xsettle:

4 4 Scheme of shares movement from HK to Jersey HK Branch Register (Computershare Hong Kong) 1. xsettle instruction validation 2. Initiating of shares delivery process from CCASS participant 3. Reminder to xsettle user (as indicated in xsettle instruction) to provide NSD with shares delivery instruction 4. Shares removal from the HK shares register and advises Computershare Jersey of the reposition request Computershare Global Registrar xsettle Unique Transaction Code (UTC) assignment Principal Register (Computershare Jersey) 1. Computershare Jersey receives the instruction and re-reconciles and agrees issued capital. 2. Computershare Jersey s NSD and Euroclear bank to request confirmation that relevant instructions have been received by all parties 3. Computershare Jersey, creates a share delivery in favour of the CREST participant according to the xsettle instruction HSBC (direct CCASS participant) Euroclear Bank (CCASS participant) 1. Instruction to HSBC (as the CCASS participant for EB) to arrange delivery of stock to Computershare HK (provision of UTC) Broker (indirect participation in CCASS) 1. xsettle instruction to Computershare HK to request reposition and to provide CREST/NSD settlement information 2. Instruction to Euroclear Bank to deliver shares to Computershare HK CCASS account, provision of UTC 3. Instruction to NSD regarding expected shares delivery (via SWIFT) Broker (direct CCASS participant) 1. xsettle instruction to Computershare HK to request reposition and to provide CREST/NSD settlement information 2. Instruction to NSD regarding expected shares delivery (via SWIFT) Beneficial Shareholder 1. Decision to move shares from HKEx to MOEX. 2. Instruction to Broker to move shares from HK register to Jersey register with following delivery to Beneficial shareholder s/ Broker s custody account opened with NSD Euroclear Bank (CREST Participant) 1. Receives credit of Jersey shares to their account along with details of beneficial owner/settlement instructions and applies credit to NSDs sub account NSD 1. Confirmation to Computershare Jersey the delivery is approved (relevant instruction is received) 2. Instruction to EB to proceed with share delivery. 3. Following matching the receipt of shares with SWIFT instruction credit the NSD participant account Beneficial shareholder s/broker s custody account opened with NSD

5 5 Scheme of shares movement from Jersey to HK Principal Register (Computershare Jersey) 1. Requests delivery of shares from Euroclear Bank through CREST 2. Validation of the cross border transfer request 3. Shares removed from the Jersey share register 4. Advises to Computershare HK to reposition request Computershare Global Registrar HK Branch Register (Computershare Hong Kong) 1. Creation of a share certificate on the Hong Kong register 2. Completion of the transfer 3. Shares are credited to Computershare HK CCASS account 4. Transfer of the shares to a CCASS participant account specified in the cross-border instruction form Euroclear Bank (CREST Participant) HSBC (direct CCASS participant) NSD 1. Copy of the cross-border instruction to be sent to Computershare Jersey and Euroclear Bank 2. Instruction to EB to proceed with share delivery to Computershare Jersey CREST account. Euroclear Bank (CCASS participant) 1. Instruction to HSBC (as the CCASS participant for EB) to arrange delivery of stock from Computershare HK (provision of UTC) Broker/Custodian (NSD participant) 1. cross-border instruction to NSD providing CCASS Beneficial shareholder s / Broker s settlement information (form of instruction presented in custody account opened with a separate document on UC RUSAL Plc web-site) 2. instruction to NSD to deliver shares via Euroclear Bank indirect CCASS participant to Computershare Jersey CREST account (3) Beneficial shareholder s / Broker s custody account opened with direct CCASS participant Beneficial Shareholder 1. Decision to move shares from MOEX to HKEx. 2. Instruction to Broker to move shares from Jersey register to HK register with following delivery via CCASS 3. CCASS settlement details provision

6 6 GLOSSARY CCASS - Central Clearing and Settlement System is a securities settlement system used within the Hong Kong Exchanges and Clearing Limited (HKEx) market system. CREST is a UK-based central securities depository that holds UK equities and UK gilts as well as Irish equities and other international securities. It was named after its securities settlement system, CREST, and has been owned and operated by Euroclear UK and Ireland Ltd since 2002 NSD - National Settlement Depository is the central securities depository of the Russian Federation, a part of the Moscow Exchange Group. NSD is Russia's national numbering agency and the substitute numbering agency for the CIS, authorized to assign the international ISIN and CFI codes.

7 7 ANNEX #1 xsettle: A link to the xsettle terms: A link to the current fee tariff: A link to register to use the xsettle site