Direct Listing on MOEX Information for investors

Direct Listing on MOEX
Information for investors
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.
2
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 https://www-au.computershare.com/XSettle/login.aspx#, 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: https://www-au.computershare.com/XSettle/login.aspx#
3
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
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)
4
1. Computershare
Jersey
receives
the
instruction and re-reconciles and agrees
issued capital.
2. Computershare Jersey emails 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
Euroclear Bank (CREST Participant)
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)
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)
Principal Register
(Computershare Jersey)
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
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
Scheme of shares movement
from Jersey to HK
1.
2.
3.
4.
HK Branch Register
(Computershare Hong Kong)
Computershare
Global Registrar
Principal Register
(Computershare Jersey)
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
Requests delivery of shares from Euroclear Bank
through CREST
Validation of the cross – border transfer request
Shares removed from the Jersey share register
Advises to Computershare HK to reposition request
Euroclear Bank (CREST Participant)
HSBC (direct CCASS participant)
NSD
Euroclear Bank (CCASS participant)
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.
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
settlement information (form of instruction presented in
a separate document on UC RUSAL Plc web-site)
2. instruction to NSD to deliver shares via Euroclear Bank
to Computershare Jersey CREST account
Beneficial shareholder’s / Broker’s
custody account opened with
indirect CCASS participant
(3)
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
5
Beneficial shareholder’s / Broker’s
custody account opened with direct
CCASS participant
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.
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ANNEX #1
xSettle: https://www-au.computershare.com/XSettle/login.aspx#
A link to the xSettle terms:
https://www-au.computershare.com/XSettle/TermsAndConditionsReadOnly.aspx
A link to the current fee tariff:
https://www-au.computershare.com/XSettle/FeesAndChargeReadOnly.aspx
A link to register to use the xSettle site
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