Monte Titoli. Fee schedule for Issuer services

Transcription

1 Monte Titoli Fee schedule for Issuer services 1 st March 2018

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3 Contents 1 st March Centralization service Bonds, similar financial instruments and commercial papers centralization Equities and similar financial instruments centralization RCC Cash settlement of clients fees Fees applied to issuers participating in RCC with MT-X facilities Fees applied to issuers participating in RCC with no MT-X facilities Fees applicable to all services MT-X workstation Explanatory note Fee applicable to all services 10

4 1.0 Centralization service Centralization service fees depend on the kind of financial instrument: bonds, certificates of deposit, similar financial instruments and commercial papers equities, warrants, funds and similar financial instruments 1.1 Bonds, similar financial instruments and commercial papers centralization Fees are applied to all bonds, depository certificates, similar financial instruments and commercial papers booked in the centralized system both in materialized and dematerialized form. Bonds, similar financial instruments and commercial papers fees are divided in: 1. Participation fee 2. Financial instruments admission fee Participation fee This fee is connected to: contract management issuer Account and support activities management end of day account reconciliation and real time operations reporting compliance activities (in relation to Monte Titoli s competence) Participation fee is displayed in the following table: Issuer Membership BI0001 The fee is semiannual and is invoiced at the start of each semester (January and July). If an issuer applies during the semester the participation fee is invoiced pro-rata (from the application month to the end of the concurrent semester). The fee isn t connected to the number of issued financial instruments and is applied even in case of account crediting failure. Entities, issuing mini-bonds listed on the segment extramot PRO only, benefit from a reduction of 50% of the participation fee (invoicing code BI0001a) Financial instruments admission fee This fee is connected to the following activities: consultancy and preliminary investigation on new financial instruments issuing eligibility financial instruments census, registry information updating and dynamic data management account invoicing interests payment and capital reimbursement until the end of the instrument operative life 2

5 The fee is invoiced only one time for each financial instrument admitted to the system: it is computed in a regressive way connected to the number of issuing operation performed by each single issuer in the solar year. The following table describes the fee computation technique: Number of issuing operations during the year One off-fee From To BI above 5.00 The fee is applied to the issued financial instruments even in case of account crediting failure. 1.2 Equities and similar financial instruments centralization Fees are applied to all issuers of equities, warrants, funds or similar financial instruments when those instruments booked in the centralization system both in materialized and dematerialized form. Equities and similar financial instruments fees are divided in: 1. Participation fee 2. Corporate Actions fee Participation fee This fee is connected to the following activities: contract management; issuer account and support activities management; end of day account reconciliation and real time operations reporting; financial instruments admission and centralization in the system; financial instruments census, registry information updating and dynamic data management; management of the activities related to the annual shareholder meetings for balance sheet approval; compliance activities (in relation to Monte Titoli s competence). This fee invoicing starts from the month in which the issuer opens the contractual relationship with Monte Titoli. The fee is semiannual and is invoiced at the start of each semester (January and July). If an issuer applies during the semester the participation fee is invoiced pro-rata (from the application month to the end of the concurrent semester). The fee isn t connected to issued financial instruments number and is applied even in case of account crediting failure. Companies admitted to the AIM market benefit of a 20% participation fee reduction. This fee varies in relation to the issuer kind: it s connected to market capitalization for companies issuing shares listed on the Borsa Italiana markets (with capital represented by ordinary shares, saving shares, etc.) 3

6 it s flat for companies which are not listed Listed Companies Participation fee For companies issuing shares listed on the Borsa Italiana markets the fee is computed on a market capitalization base. Market capitalization is computed using two alternative ways (see table): Market Capitalization Computation base Invoicing First listing First listing/admission Borsa Italiana Admission to listing fees Anticipated, at the end of admission month, computed pro rata from the listing /admission month until the semester end Already listed Last semester average Borsa Italiana Admission to listing fees Anticipated, semiannual, at January and July of each year The participation fee is computed using a sliding scale model with a minimum and maximum value in the way indicated in the following table: Semiannual fee () Capitalization From To For each of capitalization 0 5,000,000, ,000,000,001 10,000,000, ,000,000,001 above AM0001 Minimum fee Maximum fee 50, For example, if the initial capitalization of a listed company is equal to 6,500,000,000 the computation is as follows: In case of a company at its first listing/admission the 20th of April, the participation fee is invoiced the 30th of April, has a value of 2,325 (equal to 3 months) computed as follows: {[(5,000,000,000/1,000,000,000) x [(6,500,000,000 5,000,000,000)/1,000,000,000)]x ] /6} *3= 2,325. In case of an already listed/admitted company, the semiannual participation fee is equal to 4650, computed as follows: (5,000,000,000/1,000,000,000) x [(6,500,000,000 5,000,000,000) /1,000,000,000] x = 4,

7 Participation fee for non listed companies For companies issuing shares which are not listed or issuing warrants, funds and similar instruments a flat fee is applied: Participation Fee AM Corporate Actions fee Monte Titoli applies corporate action fee to issuers according to the operations managed. Corporate Actions Fees are based on two main components: a variable fee a fixed fee The fixed fees are setup in order to recover costs incurred by Monte Titoli for: management of the assignment/mandate of the workflow on IT platform; issuance of service notices and updates; transaction reporting (securities, interim securities, cash settlement, etc.) and updates; standard operational assistance to the issuer through every stage of the transaction. This fees are fixed and applied to any single operation. The variable fee is connected to the activities implemented by Monte Titoli on the accounts of the participants which are part of the operation. This fee is therefore applied on the base of the number of intermediation accounts which are involved in the operation, with a maximum of 400 accounts. Invoicing code Fixed fee Variable fee Fixed fee Variable fee Merger/ Spin off 1, FF0001 FV0001 Capital Increase ad warrant exercise FF0002 FV0002 Free Capital Increase FF0003 FV0003 Dividend FF0004 FV0004 Free corporate action FF0005 FV0005 Shareholder s identification FF0006 FV0006 General shareholders meeting different from the annual ones for balance sheet approval FF0007 FV0007 For example, the free capital increase of a company that involves 280 intermediary accounts, the calculation is as follows: Fixed fee+ (variable fee x number of accounts) (30 x 280) = 8, Please in order to correctly compute this fees consider that: 5

8 in case of corporate actions on the same value date, on more than one financial instrument, a fixed fee is debited to issuers only once, independently of the number and the type of securities involved; account screening finalized to define the variable fee and the CAP is based on the sum of accounts movements for each kind of title, excluded rights; for continuously managed operations (warrant exercise and conversion) the issuer is debited a fixed annual fee at the start of every solar year. A similar fee is debited at the start and at the end of every operation and invoiced in the relative month, while the variable fee is applied to every execution; in case of payment of previous dividends the fixed fee is not debited to the issuer while the variable one is applied to each execution; companies admitted to the AIM market benefit from a 20% fee reduction; no variable fee is debited for Shareholder Identification and Shareholder Meetings operation. Fees are applied at the end of the month in which the relative operations take place. The corporate actions fees 1 not explicitly mentioned in this document (e.g.: the merger between an Italian and another country company) will be evaluated by Monte Titoli in light of the complexity and operative risk associated and will be object of a specified commercial offering Share with increased voting rights The annual fee includes the securities admission of increased voting rights shares, its management and reports on. The annual fee is entirely payed in January: in case instruments are admitted during the years the annual fee is debited with reference to the month the shares are admitted. Annual fee ( e) Invoicing code Annual fee for management of increased voting shares 3, SA For example, the merger between an Italian and a foreign company 6

9 2.0 RCC Cash settlement of clients fees RCC is the service offered via MT-X, Monte Titoli s web application, for the calculation, reporting and cash settlement of fees to be paid by the issuers to intermediaries relating to the intermediaries activity for corporate events. Fees are calculated based upon the fee structure agreed by issuers and intermediaries and available at RCC Service implies a series of fees. 2.1 Fees applied to issuers participating in RCC with MT-X facilities The following fees apply for the calculation, reporting, adjustment and cash settlement of accrued fees on each intermediary s securities account. For each corporate event: Payment of dividend and other corporate action 2 (for special operations continuously implemented the fee is applied for each execution) 9.00 RC0014 Shareholder meeting and shareholders identification 5.00 RC Fees applied to issuers participating in RCC with no MT-X facilities. The following fees apply for the calculation, and cash settlement of accrued fees on each intermediary s securities account. For each corporate event: Invoicing code Payment of dividend and other corporate actions 3 (for special operations continuously implemented the fee is applied for each execution) 6.00 RC0016 Shareholder meeting and Shareholders identification 3.50 RC For continuously managed operations the fee is applied for each execution 3 For continuously managed operations the fee is applied for each execution 7

10 3.0 Fees applicable to all services Partecipation profile management (CLIMP) SA0107 Partecipation profile management urgent (CLIMP) 1, SA0108 Paper duplicate (invoices, contracts and related annexes, service SA0084 disposals, etc.) requested by the issuer Request of dispatch optical or magnetic supports where the corresponding electronic function is available; this fee covers Monte Titoli s processing and invoicing expenses Contribution for administrative processing applies to each instruction sent to Monte Titoli in paper format where a corresponding telematic message exists Enquiry implying 5 an administrative and/or IT intervention that requiring the consultation of paper or information systems archives Enquiry implying 6 an administrative and/or IT intervention that requiring data extracting and processing (administrative and/or IT) Additional fee for the management of mandates/communications sent over the expected deadline SA SA CR CR SA Same fee applies to electronic documents ( and electronic file -i.e. floppy disk-) 5 The request must be received in written form, even via 6 The request must be received in written form, even via 8

11 4.0 MT-X workstation Monte Titoli provides participants access to MT-X (Monte Titoli s Internet Communication System), the proprietary Webbased platform focused on knowledge and document management, which enables customers to send and receive through a secure system: - all messages available via the other electronic networks used by Monte Titoli's System (RNI, SWIFT) - specific custody management messages not available through any other electronic network used by Monte Titoli's System - specific messages relating to value added services in the framework of a safe and efficient network with the possibility of a high level of profile customization. The MT-X platform can be used as a back-up channel for other commonly used networks (RNI or SWIFT) or as main channel to send and receive instructions from and to Monte Titoli. MT-X can even represent an effective channel, or an alternative to the other networks, to receive the operative informative document which is issued by Monte Titoli. Each workstation providing access to MT-X is charged an annual fee as specified in the following tables: First Workstation: Annual fee MX0029 Additional Workstations: Annual fee MX0009 If the participant asks to access MT-X through workstations with network sharing methods, possibly implying hardware and/or software ad hoc installations, Monte Titoli informs the participant about installation and maintenance conditions with a specific quotation. 9

12 5.0 Explanatory note If not otherwise indicated fees are computed and invoiced monthly on the base of the volumes of each voice in that month and debited with value date the last day of the month following the invoicing. Admission fees for securitization companies are invoiced on a postponed semiannual base. Invoices are denominated and debited in Euro and follow the VAT legislation in force. Invoiced fees are not reimbursable if the participant recedes before the term of the reference period. The fees structure focus is on guaranteeing customers with a fast reconciliation process with the invoices issued by Monte Titoli with the same invoicing codes. 5.1 Fee applicable to all services The fee for the ordinary management of the participation profile is applied to the following set up and related changes in CLIMP: full configuration (static data, services, parties, accounts and connectivity) on behalf of the participant through a non urgent procedure request of the BIC code to SWIFT on client behalf anticipation of the validity date of the BIC code (assigned by SWIFT) in T2S set up and changes of static data (parties,accounts, etc.) set up and changes of agent banks in T2/T2S In case of intervention according to the ordinary time and without any Monte Titoli extraordinary effort the fee is not debited. The fee for the urgent management of the participation profile is applied for the following configuration and change in CLIMP: full configuration of the issuer (general data, services, accounts and connectivity) on behalf of the client through urgent procedure.. 10

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14 Contact Details Address: Piazza Affari, Milano