AMENDMENTS THE CENTRAL SECURITIES DEPOSITORY RULES AND CORRESPONDING INSTRUCTIONS

Transcription

1 AMENDMENTS THE CENTRAL SECURITIES DEPOSITORY RULES AND CORRESPONDING INSTRUCTIONS By resolution n of the 11 th May 2016 CONSOB approved in agreement with Banca d Italia the amendments to the Rules and corresponding Instructions of the Central Securities Depository Service. The changes will enter in to force on 7 th July 2016 A. Related and instrumental activities: OPA Service As part of the implementation of the service coordinating the collection of acceptances, the Rules and Instructions for the Central Securities Depository Service are amended. The changes deriving from the introduction of the new service are based on the traditional regulatory approach: on the one hand, the Rules include specific provisions on the scope of the service and the eligible parties; on the other hand, the Instructions include a description of the new service. With respect to the scope of the service, the new article 45 of the Rules specifies the activity carried out by Monte Titoli on behalf of the bidder and that shall mean collecting acceptances and reporting the data on the number of acceptances collected and the financial instruments made available by participants. Furthermore, the service provides the transfer of the securities used to adhere to the offer and the payment of the related fees to the Settlement Service participants. In order to participate to the OPA service, bidders shall have an account with the Settlement Service (own account or that of another settlement agent). It is also taken the opportunity to integrate the provisions of article 4 of the Rules in order to regulate the modalities to adhere to the Central Security Depository as part of the services connected to the related and instrumental activities for the subjects other than participants. B. Participants to the Service It is broaden the list of intermediaries admitted also including supranational public entities which includes one of the EU Countries such as the European investment bank. C. Cut off for Settlement in Euro The Instructions to the Central Securities Depository are amended in order to reflect the shift from p.m. to pm of the cut-off hours for settlement in euro relating to corporate events. 1

2 *** The changes are shown below. The Rules and Instructions of the Settlement Service will be published on Monte Titoli website 2

3 A. RELATED AND INSTRUMENTAL ACTIVITIES: OPA SERVICE Article 4 - Basic elements of the contracts between Monte Titoli and Participants RULES 1. Relations between Monte Titoli and Participants concerning the provision of the Central Securities Depository Service for financial instruments and the related and instrumental activities shall be governed by the general conditions of contract established by Monte Titoli in accordance with Articles 1341 and 1342 of the Civil Code. Such general conditions shall comprise these CSD Rules, the Instructions and the General Conditions for the Provision of Services, including the related annexes, which Participants accept on signing the request for services. 2. Among other things, contracts between Monte Titoli and Participants shall govern: a) the duration of the contract and the procedures and time limits for withdrawal; b) the procedures for Monte Titoli to send communications to Participants; c) the rules for amending the general conditions; d) the liability of Monte Titoli; e) the fees for the services; f) the rules for resolving litigation. 3. The services concerning the related and instrumental activities may also be offered by Monte Titoli, under the same conditions, to parties other than those listed in paragraph 1. In this case, the related service contracts shall include the provisions of the Rules and those of the Instructions applicable from time to time to individual services. omissis 3

4 TITLE III - RELATED AND INSTRUMENTAL ACTIVITIES CHAPTER IV REGISTRATION OF ACCEPTANCES OF PUBLIC PURCHASE AND EXCHANGE TENDER OFFERS (OPA/OPS SERVICE) Article 45 Scope of the OPA/OPS Service 1. Monte Titoli coordinates the collection of acceptances, the OPA/OPS Service, of Public Purchase or Exchange Tender Offers involving directly managed financial instruments. 2. As part of the OPA/OPS Service, Monte Titoli carries out the following activities: a) preparing the operational procedures for the collection of acceptances; b) providing the Intermediaries with the information required to manage the additional operational requirements related to acceptances, through Service Notices; c) coordinating the collection of acceptances and communicating data on the number of acceptances received and the total financial instruments made available by participants; d) transferring the financial instruments made available by the participants in the offer to the bidder and paying the offer price; e) paying the fees, if any, due by the bidder to the Intermediaries for the activities carried out as part of the offer. 3. The operational procedures and the timing related to the coordination and organisation of the collection of acceptances are described in the Instructions. 4. As part of the activity referred to in paragraph 1, letters a) and b), Monte Titoli also assists the bidder with the preparation of the terms and conditions to accept the offer, solely as regards the technical profiles pertaining to Monte Titoli as central depository, and provides the Intermediaries with the operational information and clarifications necessary for managing the requirements related to the offer. Article 46 Participants in the Service 1. Entities who are participants in the Settlement Service or who have identified a participant in the Settlement Service in relation to the requirements set out in article 45, paragraph 2, letter d) may participate in the OPA Service. 4

5 INSTRUCTIONS 3.14 Public Purchase and Exchange Tender Offers System reporting Monte Titoli informs the Intermediaries by means of a Service communication containing the operational information on the Public Purchase or Exchange Offer provided by the Issuer or the Intermediary responsible for collecting acceptances. No further activity is performed by Monte Titoli for this operation, except for Public Offers where acceptances are collected on the market in the manner set out below Public Purchase and Exchange Offers with acceptances collected on the regulated market stock market (electronic offers) In the case of Public Purchase Offers where acceptances are collected on the regulated market, When a Stock Exchange Announcement is published concerning a Public Purchase Offer for which subscriptions are solicited on the stock market, Monte Titoli informs Intermediaries by means of a Service Notice after receiving the information published by the market management company. This notice replaces the Service Communication referred to in the previous paragraph. Specifically, the Service Notice shall include: the quantity and characteristics of the financial instruments subject to the purchase offer; the unit price offered/exchange ratio, if any; the date of payment of the price offered; the terms and conditions to send acceptances. Intermediaries that intend to participate in the operation should send the relevant instructions to Monte Titoli, by the deadlines indicated in the Service Notice, in the form of an electronic message entitled Instructions for capital operations, in order to convert the code for the financial instruments from a settle code to an OPA/OPS code. Where necessary and within the deadlines indicated in the Service Notice, Intermediaries can convert the financial instrument code from an OPA/OPS code to a settle code by sending an appropriately worded electronic message entitled Instructions for capital operations properly filled. Monte Titoli performs the operation by forwarding FOP Instructions as already matched. On receipt of the instructions, Monte Titoli enters the operation into the accounts, subject to the availability of funds in the securities account indicated by the Intermediary: by debiting the financial instruments subject to the code change instructions and crediting the resulting financial instruments to the accounts of the originator Intermediary. The returned securities are available immediately. by crediting the financial instruments subject to the code change instructions and debiting the resulting financial instruments to the accounts of the originator Intermediary. Monte Titoli sends message 7B2 to beneficiary Intermediaries, confirming that the financial instruments resulting from the operation have been credited to the relevant accounts. 5

6 Monte Titoli receives the collected acceptances directly from the market management company in the form of market contracts for settlement through the Settlement Service Public Purchase and Exchange tender Offers which are not electronic The Intermediary responsible for soliciting support for a Public Purchase Offer awards Monte Titoli, by means of a message entitled General mandate the task of disseminating reports regarding the operation to the System. Monte Titoli informs Intermediaries by means of a Service communication containing operational information on the Public Purchase or Exchange Offer provided by the Intermediary. No further activity is performed by Monte Titoli for this operation. 4. RELATED AND INSTRUMENTAL ACTIVITIES Fiscal services on securities issued under Italian Law omissis 4.2 Coordination and collection of acceptances ( OPA/OPS Service) Bidders availing themselves of the OPA/OPS Service shall agree with Monte Titoli on the required information and procedures for the organisation of the collection of acceptances and management of the additional operational requirements related to the offer. Monte Titoli communicates the information required to participate in the offer to the Intermediaries through a specific Service Notice, referred to in point Monte Titoli receives the instructions for participating in the offer from the Intermediaries where the financial instruments subject to the OPA/OPS are deposited. Where required by the regulation applicable to the offer, Monte Titoli provides the bidder and the System with the data on the number of acceptances and the financial instruments made available by the participants based on that set out in the offer document prepared by the bidder. On the date of payment, after verifying the funds made available by the bidder, Monte Titoli orders the transfer of the financial instruments made available by the participants and the related fees through the Settlement Service. On the date of payment, Monte Titoli, after verifying the funds made available by the bidder, orders the payment of any fees due to the Intermediaries for the duties carried out as part of the offer, debiting the bidder s account and crediting that of the Intermediaries from which it received the acceptance instructions. The above provisions also apply in the event of purchase/obligation right by the bidder pursuant to Articles 108 and 111 of the Consolidated Law on Finance, should the bidder avail itself the OPA/OPS Service. 6

7 B. PARTICIPANTS TO THE SYSTEM RULES CHAPTER II - ENTITIES ADMITTED TO THE SYSTEM Article 6 - Participants and participation procedures 1. Entities referred to in Article 13 of the Bank of Italy Consob Provision and the following categories of entities may participate in the Service: a) central banks; b) Foreign CSDs; c) Central Counterparties d) financial intermediaries entered in the register kept by the Bank of Italy and referred to in Article 106 the Consolidated Law on Banking, and authorised pursuant to Article 107 of the Consolidated Law on Banking to perform the activities covered by Article 1(5), letters c) and c)-bis, of Consolidated Law on Finance and, exclusively with regard to the trading of derivative financial instruments, authorised to exercise the activities covered by Article 1(5), letters a) and b), of the Consolidated Law on Finance; e) Cassa Depositi e Prestiti; f) the Italian Ministry for the Economy and Finance. g) international organization of public nature in which one or more EU Member States participate. 7

8 C- CUT- OFF FOR SETTLEMENT IN EURO 4.5 Payment of interest and capital redemption Execution of the operation Omissis In the presence of securities balance, Monte Titoli performs the operation and sends messages to beneficiaries Intermediaries and their Correspondent Banks as shown below: - 2 working days before the date of payment: sending of provisional messages - on the Record date: sending messages signaling the balance recorded. Any changes in the balance, such as by market claims, are reported by sending a new message; - on date of payment: after receiving funds from the foreign agent, Monte Titoli, orders the payment of the amounts to the Intermediaries, using the following methods: - payments in Euro, within 15:00 30 to the RTGS accounts indicated by the Intermediaries - payments in other currencies, within 16:00 through the SWIFT system, to the cash accounts indicated by the Intermediaries and proceeds to send the final messages notifying the payment omissis 4.6 Payment of dividends (except for dividends on U.S. shares) Execution of dividend payment Omissis In the presence of securities balance, Monte Titoli performs the operation and sends messages according to the procedure to Intermediaries and their Collecting Banks as below: 2 business days preceding the payment date: sending provisional payment messages; on the record date: sending warning messages of the balance recorded. Any changes in the balance, such as by market claims, are reported by sending a new message; on the payment date: having received the funds from foreign correspondent, performs the payment of the amounts in favor of the Intermediaries as follows: 1. payments in Euros: within 15:00 30 hours, on the RTGS accounts / DCA present in the system; 2. payments in foreign currencies: within 16:00 hours, through SWIFT system, on cash accounts existing on your system. and sends notification payment messages. 8

9 Omissis 4.8 Stock dividend Execution of the operation omissis Monte Titoli performs the operation and sends messages provided to the Intermediaries and Correspondent Banks as reported below: - 2 working days before the date of cash payment: provisional messages of cash payment are sent; - date of cash payment: after receiving funds from the foreign agent, Monte Titoli, orders the payment of the amounts to the Intermediaries, using the following methods: 1. payments in Euro by ore 15:00 30, hours to the RTGS accounts in TARGERT 2 or DCA in T2S indicated by the Intermediaries 2. for payments in other currencies by 16:00 hours, through the SWIFT system, to the cash accounts existing in the system 3. proceeds to send the final messages of payment 4. crediting of rights. - at the date of stock payment: having received the securities originating from foreign correspondent: 1. Crediting of rights 2. Crediting of deriving securities The amount to be paid is equal to the fee-at-frontier amount, i.e. the amount of the dividend resolved by the Issuer net of the foreign withholding tax applied at source. 9