CSD OPERATIONAL PROCEDURE MANUAL
2014
TA B L E O F C O N T E N T S
1.
INTRODUCTION ....................................................................................................................... 3
2.
PURPOSE OF THE MANUAL ...................................................................................................... 4
3.
DEFINITIONS ........................................................................................................................... 5
4.
PARTICIPATION IN THE CENTRAL SECURITIES DEPOSITORY ...................................................... 7
5.
SECURITY ACCOUNT OPENING ............................................................................................... 10
6.
SECURIES ACCOUNT MANTENANCE ....................................................................................... 12
7.
SECURITIES DEPOSIT .............................................................................................................. 13
8.
TRADES ................................................................................................................................. 16
9.
CLEARING AND SETTLEMENT ................................................................................................. 23
10.
SETTLEMENT BANK PROCESS FLOW ....................................................................................... 28
11.
WITHDRAWALS ..................................................................................................................... 30
12.
TRANSFER OF ACCOUNTS ...................................................................................................... 33
13.
OFF MARKET TRANSACTIONS ................................................................................................ 34
14.
PLEDGING PROCEDURES ........................................................................................................ 36
1.
INTRODUCTION
1.1.
Chengetedzai Depository Company Private Limited (herein “CDC” ) registered under the laws
of Zimbabwe under registration number 1716/2010 with its registered office at 1 Armagh
Road, Eastlea, Harare is a private company entered in the Company Register kept on file at
the Registrar of Companies. CDC acts as a central depository within the meaning of Section 69
of the Securities Act.
1.2.
The Operating Manual (hereinafter the “Operating Manual”) of CDC is issued in terms of
regulatory requirements through the Securities Act and the Securities (Central Securities
Depository) Rules 2013 and is binding for the CDC, the CDC participants (hereinafter the
“Participants”) and persons keeping records relating to the Central Register of Securities
maintained by the CDC.
1.3.
Pursuant to the Act, the Operating Procedure Manual governs the conditions relating to the
provision of the CDC’s services, the rights and responsibilities of the Participants and other
persons to whom the CDC’s services are rendered, as well as other matters related to the
CDC’s activities.
2.
PURPOSE OF THE MANUAL
2.1.
The Manual is developed to describe procedures and operational mandates which the
Depository and its Participants must follow to meet all the dictates of operations of the
Depository.
2.2.
It is upon the Depository to see to it that all the written procedures are followed by all
Participants efficiently and effectively.
2.3.
This Manual is designed to be a reference and training tool for all Participants of the CDC.
2.4.
Its purpose is to ensure that the firm understands the type of operations it is required to
perform as a Participant in accordance with established CDC Rules.
2.5.
In this manner, it is expected to serve as a guide for assisting Participants in establishing
proper office procedures for undertaking the required tasks and activities.
2.6.
In particular, Participants are provided with the individual steps they must perform in the
Clearance and Settlement process to ensure timely and efficient settlement of all securities
transactions.
2.7.
Business Days - CDC will be opened for business from 8:00am to 5:00pm Monday to Friday
expect for public holidays in Zimbabwe.
3.
DEFINITIONS
Act
Means the Securities Act, 2004 as amended from time to time
Allotment Schedule
A report submitted to CDC by Issuer consisting of a list of Securities Account
Holders allotted with Securities in respect of Initial Public Offers, Bonus Issues,
Rights, payment of dividend in species, and mergers.
Broker Trading Summary
Schedule
A report generated by CDC in respect of trade details for each Participant
Corporate Action
Includes any action relating to specifying dates for book closures, record dates,
dates for payment of interest or dividend, dates for annual general meetings,
dates of redemption or maturity of
securities, dates of conversion of
debentures, warrants, call money dates, Rights issues, Consolidations, Initial
Public Offers “IPO”, Private Placements and such other actions taken by the
Issuer from time to time
Custodian Bank
An authorised depository licensed by the Reserve Bank of Zimbabwe, which
has been appointed a Participant.
Entitlement Date
The date fixed by an Issuer for the purposes of determining entitlements,
dividends or other distributions.
Entitlement Schedule
A report generated by CDC for all Securities Account Holders entitled to
Securities in respect of Bonus and Rights Issue, dividends and other Corporate
Actions.
Fees and
Statement
A statement generated by CDC for Participants in respect of CDC fees and
surcharges.
Surcharge
Fund
The Guarantee Fund established by CDC according to the Act to indemnify
persons who suffer loss through the conduct of officers, employees or agents
of the central securities depository, which result in a settlement failure.
Identifier
A unique identification number, i.e. a personal ID number of a Zimbabwean
citizen, an identification number (ID No.) of a legal entity registered in
Zimbabwe or outside of Zimbabwe.
Initial Settlement Report
A report generated by CDC on the settlement position of each Participant for
each trade day.
ISIN
Identification according to the International Securities Identification Number
system for the identification of securities as managed by the ZSE.
Issuer
The Issuer or its agent, including its transfer secretary.
Market
Market means the official market of the Zimbabwe Stock Exchange.
Net
Obligation
Settlement
The sum of the total debit amounts netted off against the sum of the total
credit amounts for the relevant trading day.
New Issues Schedule
A report generated by CDC giving details of Securities Accounts credited with
securities allotted during an Initial Public Offer.
Provisional
Schedule
Deposits
A report generated by the depository on a daily basis for each Security to
reconcile with the records of the Issuer in respect of deposits.
Subscribed
A report generated by CDC for a Security to reconcile with the records of the
Participant and Issuer in respect of Rights Subscribed.
Schedule of Securities
Allotted
A report generated by CDC giving details of securities accounts credited with
Bonus/Rights during a Bonus/Rights Issue.
Settlement Bank
A registered bank under the Banking Act, which provides services to clear and
settle funds and trades between Participants.
Settlement Instruction
An instruction generated by CDC to the Settlement Bank to effect funds
settlement in accordance with the settlement schedule.
Statement of Account
A statement generated by CDC showing transactions effected and balance of
securities.
Stockbroker
A Member Company (or individual) of the Stock Exchange and Participant.
T
The day on which a trade took place on the Stock Exchange.
Rights
Schedule
Unsubscribed
Schedule
Rights
Withdrawal Schedule
A report generated by CDC for a Security to reconcile with the records of the
Issuer in respect of Rights not subscribed
A report generated by CDC for each Security giving details in respect of
withdrawal to the Issuer.
4.
PARTICIPATION IN THE CENTRAL SECURITIES DEPOSITORY
SCOPE OF THE ACTIVITIES OF THE CDC (LIST OF SERVICES)
4.1.
In accordance with the provisions of the applicable law, the CDC shall:
a.
maintain a central register of securities on the accounts of owners and customers, to the
extent provided by law;
maintain of records within the meaning of Section 69 (d) of the Act;
maintain records of the issues of dematerialized securities within the meaning of Section 69
(d) of the Act;
maintain records of securities account owners, including personal data, in accordance with
the specific law;
maintain a register of changes on the accounts of owners and customers, to the extent
provided by law;
maintain records of data relating to dematerialized securities, to the extent provided by law;
assign and cancel identification for investment instruments according to the International
Securities Identification Number system for the identification of securities (ISIN), and make
changes to the registered data of assigned ISIN;
provide data to comply with the disclosure duty under Section 118 of the Act and;
perform other activities related to the activities of the CDC in accordance with the law.
b.
c.
d.
e.
f.
g.
h.
i.
PARTICIPATION IN THE CSD
4.2.
Only a person complying with the conditions stipulated in Section 68 of the Act, CDC CSD
Rules and the Operating Manual may become a Participant.
4.3.
The participation in CDC will be established by the Participation Agreement that will be signed
by all parties.
4.4.
The Participation Agreement will be made in writing and must be entered into in accordance
with the generally binding legal regulations and the present Operating Procedure Manual.
4.5.
The applicant requesting the signing of a Participation Agreement shall provide CDC with:
4.6.
Licence to conduct business, authorizing the applicant to become a Participant, unless such a
licence has been submitted to CDC before;
4.7.
Bank account Numbers which the applicant will use for the settlement of trades involving
investment instruments;
4.8.
Specification of the correspondence address in Zimbabwe or in a country where the delivery
of documents relating to the exercise of state supervision may be legally secured, if such an
address differs from the address of the Participant’s registered office.
4.9.
The Applicant must satisfy the technical requirements within the meaning of the CDC’s
specific regulation.
PARTICIPANT’S REGISTRATION
4.10. The CDC shall assign a Participant registration number to each Participant, which the
Participant shall use as reference in all communication with the CDC.
RIGHTS AND RESPONSIBILITIES OF THE PARTICIPANT
4.11. The Participant’s rights and responsibilities are set forth by the law and other generally
binding legal regulations, the Participation Agreement and the Operating Procedure Manual.
4.12. The Participant is entitled to make use of the CDC’s services to the extent and under the
terms and conditions laid down in the Participation Agreement and the Operating Procedure
Manual, for consideration set, unless otherwise stipulated in the Operating Procedure Manual
or the Participation Agreement.
4.13. The Participant must during the existence of the participation arrange for correspondence to
be collected at the address specified at application.
4.14. The CDC is entitled to request the Participant to submit information and background data
proving the fulfilment of the aforementioned obligations by the Participant, and the
Participant is obliged to submit such information and background data.
TERMS AND CONDITIONS REGARDING SERVICE PROVISION
4.15. CDC services may only be ordered by the Participants, Issuers and any persons recognisable
by law, to the extent and under the terms and conditions stipulated by the law, Rules and the
Operating Procedure Manual.
4.16. The Participant and the Issuer only submit orders for the CDC services to which they are
entitled by the Participation Agreement, the contractual relationship with the account holder,
the agreement on the maintenance of issue records regarding issues of securities in the
central register of securities or an Agreement on the maintenance of Issue Records in a
separate register of the CDC, or orders to which Participants or issuers are entitled directly
pursuant to a generally binding legal regulation.
4.17. Prior to submitting orders to the CDC, the Participant shall ensure the admission and proper
control of documents, pursuant to which an order for an entry in the register maintained by
the CDC is made and proving the Participant’s authority to request the CDC services.
4.18. The Participant is, furthermore, obliged to duly archive all documents for a minimum period
of 7 years following the end of the calendar year during which the entry is made.
5.
SECURITIES ACCOUNT OPENING
5.1.
The depositors will submit duly completed and signed Securities Account Opening form CSD 1
together with a copy of his/its identification document to the Broker/Custodian. In addition,
the depositor, if an individual, will be required to submit to the Depository Participant two
recent passport size photographs of him. Where the depositor is a corporate body,
association or other entity the passport size photographs required will be of all signatories or
directors or officers authorized to give any instructions on the account. The photograph
should at no time be more than 5 years old
5.2.
The Broker/Custodian shall ensure full disclosure of depositor’s relevant KYC information,
verify the accuracy thereof and witness depositor’s signature.
5.3.
Where the depositor approaches the Broker, the broker shall submit the forms and
documents to the Custodian of the depositor.
5.4.
The Custodian shall enter the data obtained from the Securities Account Opening/Update
Form submitted by the depositor into the CSD system.
5.5.
CSD system will generate a CSD Account Number
5.6.
The Custodian will enter the Depositor Identification number in the form and will return to
the depositor a copy of Securities Account Opening/Update Form, duly signed.
5.7.
For the purpose of opening accounts(whether initially or upon moving to a new Custodian),
national identity cards and passports shall be acceptable identification documents for
individuals and certificates of incorporation or other registration documents issued by a duly
authorized government office, for companies and other entities.
5.8.
The Custodian must ensure it retains copies of identification documents to assist it identify its
depositors. Custodians must also ensure the safe custody of specimen signatures and
passport size photographs of their depositors.
5.9.
Custodians should submit completed Securities Account Opening Form to the CSD, within 48
hours after opening the account. Failure to do so will attract a fine of $100 per batch of
accounts per day.
6.
SECURITIES ACCOUNT MANTENANCE
6.1.
Where the depositor wishes to change any particulars submitted when opening an account,
the depositor will submit duly signed Securities Account Opening/Update Form
(CSD 1)
indicating the desired changes together with any supporting documents to his
Broker/Custodian
6.2.
Where the depositor approaches the Broker, the broker shall submit the forms and
documents to the Custodian of the depositor
6.3.
The Custodian will verify the accuracy of information provided by the depositor and
authenticate the signature before submitting the documents to CDC.
6.4.
The Custodian will confirm the changes to the depositor by returning a copy of the Securities
Account Opening/Update forms, duly signed, stamped and dated.
6.5.
The Custodian will forward a copy of the forms to CDC within 2 market days of receipt and
CDC will effect the change within two (2) market days.
6.6.
The Custodian will keep its copy of the Securities Account Opening/Update Form.
6.7.
The CSD will suspend or close Securities Account upon receipt of written instructions to do so
together with supporting documents from a depositor through the Custodian.
6.8.
The Securities in the suspended Securities Account will no longer be available for settlement
of other transactions until suspension is released.
7.
SECURITIES DEPOSIT
7.1.
The depositor will submit in quadruplicate completed and signed Securities Deposit Form
CSD2 and the relevant Securities certificates to his Broker/Custodian.
7.2.
Where the depositor has approached the Broker first, the broker will submit the forms and
certificates to the depositor’s Custodian
7.3.
The Custodian will verify the accuracy of information provided in the Securities Deposit form.
7.4.
The Custodian will acknowledge receipt of the documents by returning to the depositor a
copy of the Security Deposit Form, duly signed, stamped and dated, and Capture the
securities details onto to the CSD system, pending authorisation by the Issuer/Transfer
Secretary
7.5.
The Custodian will deliver three copies of duly signed Securities Deposit Form together with
certificated securities to the Issuer/Transfer Secretary within one business day after
depositing securities in the CSD system.
7.6.
The cut-off time for submission of Securities Deposit Forms by Custodians is 3:30 pm daily
7.7.
Where the custodian misses the cut-off time for submission, the Transfer Secretary shall have
the right to cancel all deposits pending authorisations, but whose paperwork has not been
received.
7.8.
The Custodian will be required to indemnify the Transfer Secretary of any consequences as a
result of erroneous capturing of information, negligence or fraud perpetrated by their officers
during the initiation of the Dematerialisation process.
7.9.
The Issuer/Transfer Secretary will acknowledge receipt of deposit documents by handing over
a copy of Securities Deposit Form, duly signed, stamped and dated to the Custodian.
7.10. The Issuer/Transfer Secretary, after confirming their authenticity, will authorize the deposit in
the CSD system.
7.11. The Issuer/Transfer Secretary will be required to indemnify CDC of any consequences as a
result of erroneous authorisation of securities in accounts.
7.12. Any rejected documents will be returned by the Issuer/Transfer Secretary to the
Broker/Custodian, and the reasons for rejection noted in writing.
7.13. The Issuer/Transfer Secretary will, after authorizing of deposited Securities, register the
Securities in the same name of CDC or its nominees.
7.14. The Issuer/Transfer Secretary shall issue certificates for securities deposited with the CDC.
The certificate will be in the name of the CDC or its nominees.
7.15. Issuer/Transfer Secretary will forward the new certificates to CDC, together with the
Securities Deposit Form within 48 hours, and shall submit documents by 3:30 pm.
7.16. CDC will acknowledge receipt of the certificates by Stamping on the Securities Deposit Form,
which will be returned to the Issuer/Transfer Secretary
7.17. CDC send back, on monthly basis, the batch of new certificates to be consolidated into a
Jumbo Certificate
7.18. The Jumbo Certificate will then be retained by CDC in Safe Custody.
8.
TRADES
8.1.
ORDER INPUT
8.1.1. Broker receives orders together with the Investor’s CSD Account and checks Custodian of the
investor. Where the investor is selling, the broker verifies shareholding in the CSD system by
downloading the share register.
8.1.2. Brokers trade on the Zimbabwe Stock Exchange according to ZSE member rules.
8.1.3. Trades are uploaded and matched in the CSD System using the Matched Deals report, that is
generated by the ZSE, at 2:00 p.m
8.1.4. The CSD System will generate a unique CSD transaction number for each trade has been
matched, upon which trades will be queued for Allocation/Distribution to Beneficial Owners
8.1.5. Upon successful confirmation of trades with the Beneficial Owner (outside the CSD system),
the brokers will send deal notes to custodians by T+0 3:30 pm
8.1.6. Brokers to Allocate/Distribute trades in the CSD by T+0 3:30 pm
8.1.7. After Allocation/Distribution, trades will the queued pending acknowledgement by the
Custodian of the Beneficial Owner. After successful Affirmation, the trades will be queued
pending External Settlement
8.1.8. At the stage 8.1.7 above, the shares are moved from the Selling Investor’s Available Account
into Blocked Account (both account under the management of the custodian) pending
successful Cash Settlement.
8.1.9. CDC will make available to Custodian Banks Initial Settlement Reports in respect of
transactions allocated to their depositors by Stockbrokers on T+2 by 4.30 p.m. CDC will ensure
that the reports are collected by hand or other means agreed with each such Custodian Bank
and that receipt thereof is acknowledged by a duly authorized representative of the
Custodian Bank. Procedure 8.2 will thereafter apply.
8.2.
REJECTION OF TRADES BY CUSTODIAN
8.2.1. Custodians will have up to T+2, 3:30pm to authorise or to decline authorisation of trades that
have been allocated/distributed to their depositors by stockbrokers. Any trade not so
declined authorisation by T+2 3:30 pm shall be deemed accepted by custodian.
8.2.2. Where the custodian declines authorisation of a deal they must indicate in the system the
reasons for declining the transactions
8.2.3. Where a custodian refuses to accept a trade on the grounds listed in 8.3, the procedures in
8.4 shall thereafter apply.
8.3.
GROUNDS FOR CUSTODIAN TO REJECT DEALS
The Custodian may reject a deal on one or all of the following grounds:
8.3.1. Where Investor’s CSD Account Number quoted on the deal note differ from the details in the
CSD system (Unmatched Allocations/Distributions)
8.3.2. The name of the security, quantity and market price of shares allocated/distributed in the
CSD system is different from the Client’s Instruction.
8.3.3. Where the broker traded outside the bounds of a limit order according to client’s instruction
8.3.4. Where the trade date differs from the client’s instructions
8.3.5. Where there are no clients instructions to support the deal
8.3.6. Where the client has insufficient funds, the custodian shall have the right, but not an
obligation, to reject the transactions, provided however that, should the custodian authorise
such a transaction, they shall be liable for settlement of such a transaction
8.3.7. Where the client has insufficient shares to cover the deal total
8.4.
ACTIONS AFTER CUSTODIAN REJECT DEALS
8.4.1. Where the transaction is rejected according to 8.3.1 above, the broker will reallocate the
trade to the correct investor on T+3 10:00am. In the absence of such a depositor, CDC shall
allocate the deal to the broker originating the transaction. Once the trade is re-allocated, the
trade must subsequently be authorised by the relevant Custodian by T+3, 3:30 pm
8.4.2. Where the transaction is rejected according to 8.3.2, 8.3.3, 8.3.4 and 8.3.5 above, CDC shall
allocate the deal to the broker originating the transaction, by T+3, 10:00 am. Once the trade is
re-allocated, the trade must subsequently be authorised by the broker’s sponsoring Custodian
by T+3, 3:30 pm.
8.4.3. Where the transaction is rejected according to 8.3.6 above, the deal shall be re-allocated by
CDC to the Guarantee Fund and settled according to Guarantee Fund procedures. CDC will
notify the counterparty broker and custodian of this incidence. This deal shall settle starting
on T+5 or rolled over to future date according to Guarantee Fund procedures. Further, a
penalty of 0.2% of the market value of the transaction shall be levied against the defaulting
client.
8.4.4. Where an allocation is rejected according to 8.3.7 above, procedures 8.5 shall apply
8.5.
CLIENT DOES NOT HAVE SUFFICIENT SECURITIES
8.5.1. The broker shall be allowed to re-allocate to a client with sufficient securities by T+3, 10:00
am, and the custodian of the new client shall authorise the re-allocation by T+3, 3:30 pm
8.5.2. Where a broker cannot re-allocate securities to a client with sufficient securities, the CSD
system withhold the deal affected for settlement on T+5, pending delivery of securities.
Should the securities be delivered, by T+6, the deal shall be sent for settlement
8.5.3. A penalty equivalent to 0.2 % of the value of the transaction shall be imposed to the broker
per day, on deals that are past the original settlement date, but whose securities are pending
delivery
8.5.4. Where securities are not available by T+6, CDC shall add 15 days to the settlement cycle and
initiate a buy-in.
8.5.5. The defaulting broker shall be required to buy the securities on the market within 5 trading
sessions and the Trade shall be provisionally allocated to the defaulting broker’s Provisional
Account established for this purpose for subsequent delivery to the initial buyer.
8.5.6. Trades affecting the Broker’s provisional account shall only be allowed in procedures 8.5.
8.5.7. Once the defaulting Broker acquires the required amount of securities, the original failed
trade shall be allocated to the defaulting Broker’s provisional account and settled at most
three days after full buy-in.
8.5.8. If the buy-in is not successful within five trading sessions, the Trade shall subject to the
decision of the Risk and Compliance Committee be cancelled and the defaulting broker shall
be liable to pay a penalty of 2% of the value of the transaction at the ruling market price (prorata in case of partial fill). 25% of this amount will be given to the buyer in the failed
transaction as compensation. The remaining 75% shall be retained by the CDC as processing
fee.
9.
CLEARING AND SETTLEMENT
9.1.
SECURITIES AND FUNDS SETTLEMENT
9.1.1. CDC will provide Custodian Banks with their respective Initial Settlements Reports by 4.30 pm
on T+2
9.1.2. CDC will provide Custodians and Stockbrokers with their respective Final Settlement Reports
by 4.30 pm on T+3
9.1.3. CDC will submit to the Settlement Bank a Final Settlement schedule by 3.00 p.m. on T+4
9.1.4. Each Custodian must have funds available in the Custodian Settlement Account at the
Settlement Bank in accordance with the Final Settlement Report before 9:00 a.m. on T+5.
9.1.5. In the event that there are inadequate funds for settlement by T+5, 9:00 a.m., the Settlement
Bank will notify CDC.
9.1.6. The custodian/settlement bank shall move funds to CDC’s Settlement Accounts, segregated
by the broker originating the deal on T+5, 9:30 a.m.
9.1.7. CDC will send to the Settlement Bank, a Settlement file in respect of trades for settlement on
T+5, 9.30 a.m.
9.1.8. The settlement Bank shall carry out settlement in accordance with the Settlement
Instructions, by 10.30 a.m. on T+5.
9.1.9. The Settlement Bank will confirm settlement of funds by exchanging message files via a file
adapter to the CDC immediately whereupon CDC will forthwith transfer the securities. The
settlement of funds and movement of securities shall in any case occur by 11.00 a.m on T + 5.
9.2.
AMENDMENTS TO THE SETTLEMENT INSTRUCTIONS
9.2.1. CDC will provide Amended Settlement Schedules and Amended Settlement Instructions to the
Settlement Bank in the event of funds or securities failure.
9.2.2. In case of funds default CDC will effect funds settlement as outlined in Procedure 9.3
9.2.3. In case of securities default CDC will effect settlement as outlined in Procedure 9.4
9.3.
FUNDS DEFAULT BY CUSTODIAN
9.3.1. The settlement Bank will inform CDC of any short fall in the funds settlement by 10.30 a.m. on
T+5 and will Roll Over the fund settlement to T+6
9.3.2. CDC will provide for the short fall in accordance with the Guarantee Fund procedures, by T+6
by 9.30 a.m.
9.3.3. CDC will submit to the Settlement Bank an amended Settlement Instruction by T+6 9.30 a.m.
9.3.4. The Settlement Bank will proceed with funds settlement in accordance with the amended
Settlement Instructions by 10.30 am on T+6.
9.3.5. The Settlement Bank will confirm settlement of funds to CDC by 10.30 a.m., on T+6,
whereupon CDC will proceed with posting of trades for the day.
9.3.6. The defaulting custodian shall pay 0.2% of the market value of the total transactions under
default per day, until settlement is done.
9.4.
FAILURE TO SETTLE DUE TO LACK OF SECURITIES
9.4.1. Buy-in will be done by the defaulting stockbroker, under the supervision of the Securities
Exchange.
9.4.2. The CDC will inform the Stock Exchange of the buy-in by 9:00 am on the fifth Business Day
following the Business Day on which the trade took place (T+5), and will provide the Stock
Exchange with the following details:
9.4.2.1.
The defaulting Stockbroker,
9.4.2.2.
The security, its price and quantity undelivered.
9.4.3. The Stock Exchange will ensure that the buy-in trade is done.
9.4.4. Partial fill for the quantity to be purchased will be allowed in each of the buy-in trade
sessions.
9.4.5. An amended settlement instruction will be sent to the settlement bank in not more than 3
working days after successful buy-in by the defaulting broker.
10.
SETTLEMENT BANK PROCESS FLOW
10.1. Settlement and Collection Accounts should be opened under CDC, and are identified by name
of the underlying broker
10.2. CDC will require full access to the settlement accounts through Electronic banking
10.3. Settlement Accounts are used by buying brokers for settlement purposes
10.4. Collection Accounts shall receive settlement proceeds on behalf of the Selling broker
10.5. Both Settlement Banks shall open Accounts identified by the names ALL brokers (14
Accounts)
10.6. CDC will decide which Accounts are for settlement and for collection purposes
10.7. Settlement will therefore be intra-bank as the paying bank will credit the Collection Account
of selling broker
10.8. CDC will give instructions to debit Collection Accounts as follows:
10.8.1. in favour of the custodian of the beneficial owners with net sell proceeds
10.8.2. in favour of the brokers for proceeds relating to transaction costs, e.g. brokerage fee, taxes
and levies
11.
WITHDRAWALS
11.1. The Depositor will submit in quadruplicate duly completed and signed Securities Withdrawal
Form CSD 3 to his Custodian.
11.2. The Custodian will verify the instruction and signature and identity of the depositor and will
acknowledge receipt of the withdrawal request by returning to the depositor a copy of the
Securities Withdrawal Form, duly signed, and capture on the CSD system.
11.3. The Custodian will deliver by its authorized personnel relevant copies of duly signed Securities
Withdrawal Form to the CDC.
11.4. The CDC will acknowledge receipt of the Securities Withdrawal Form by handing over a
stamped copy of the Securities Withdrawal Form to the Broker/Custodian.
11.5. The CDC will check whether information provided in the documents are in conformity with
the CSD Rules and Procedures and proceed with the withdrawal of securities.
11.6.
The CDC will reject, giving reasons for rejection, and return for collection by
Broker/Custodian’s authorized personnel incomplete withdrawal documents.
11.7. CDC will accept request for withdrawal of securities from Broker/Custodian between 8.00am
to 12.00 noon on any Business Day.
11.8. CDC will within one business day forward the Securities Withdrawal Form duplicate together
with Jumbo certificate registered in the name of CDC or its nominee to the Issuer/Transfer
Secretary.
11.9. The Issuer/Transfer Secretary will immediately acknowledge receipt of the withdrawal
documents by returning to the CDC the duplicate of the Securities Withdrawal Form, duly
signed.
11.10. The Issuer/Transfer Secretary will issue a Securities certificate registered in the name of the
depositor within a period of 14 days and issue the Balance Jumbo certificate accordingly.
11.11. The CDC will upon receipt of the Jumbo Certificate verify contents and acknowledge receipt
by issuing a receipt to the Issuer/Transfer Secretary.
11.12. The Issuer/Transfer Secretary will make available the Securities certificate to the
Broker/Custodian or the Beneficial Owner as it may deem appropriate.
11.13. 8.1.13 The CDC shall charge a fee of USD 75.00 per certificate for every withdrawal.
12.
TRANSFER OF ACCOUNTS
12.1. The Depositor will submit in triplicate duly completed and signed Securities Transfer Form to
his current and receiving Broker/Custodian. The receiving Broker/Custodian shall ensure that
the depositor signs a new Account Opening Form and submits supporting documents for its
records.
12.2. The Current and receiving Broker/Custodian will verify the instructions and signature of
depositor and will acknowledge receipt of the transfer request by returning to the depositor a
copy of the Securities Transfer Form, duly signed and stamped.
12.3. The Current and Receiving Broker/Custodian will deliver by its authorized personnel relevant
copies of duly signed Securities Transfer Form to CDC.
12.4. Requests for transfer of securities accounts from current and receiving Broker/Custodian
must reach CDC by 12:00 pm, if the transfer is required the same day. Transfers received after
12:00pm will be processed the following day.
12.5. The CDC will acknowledge receipt of transfer of documents by handing over a copy of the
Securities Transfer Form, duly signed and stamped.
12.6. CDC will check whether the transfer request is in conformity with the CSD Rules and
Procedures and will immediately effect the transfer of Securities: or
12.7. The CDC will within one business day reject, giving reasons for rejection, and return for
collection by current and receiving Broker/Custodian’s authorized personnel incomplete
transfer documents.
13.
OFF MARKET TRANSACTIONS
13.1. The Depositor will hand over duly completed and signed Securities Private Transfer Form CSD
7 accompanied by relevant supporting documents to his Depository Participant
13.2. The Broker/Custodian will verify instructions and signature of depositor and will acknowledge
receipt of the transfer request by returning to the depositor relevant copies of the private
transfer Form duly signed, stamped and dated
13.3. The Broker/Custodian will deliver two copies of the duly signed Private transfer Form
together with supporting documents to ZSE
13.4. The ZSE will check whether the information provided in the Private transfer Form is in
conformity with the provisions of the ZSE Rules for private transfers. If they fulfill all laid down
requirements, ZSE shall approve them for transfer and submit documents to CDC.
13.5. The CDC will immediately effect the transfer of Securities.
14.
PLEDGING PROCEDURES
14.1.
PLEDGES IN THE CSD
14.1.1. The Depositor will hand over duly completed and signed Securities Pledge Form to his
Broker/Custodian
14.1.2. The Broker/Custodian will verify instructions and signature of depositor and will acknowledge
receipt of the pledge request by returning to the depositor relevant copies of the Pledge Form
duly signed.
14.1.3. The depositor /Pledger will hand over the duly signed Securities Pledge Form to the pledgee
and negotiate his pledge conditions.
14.1.4. Pledgee will forward the completed and duly signed Securities Pledge Form to the CSD
through his Broker/Custodian.
14.1.5. CDC will check whether the information provided in the Pledge documents are
in
conformity with the CSD Rules and Procedures.
14.1.6. CDC will reject incomplete pledge documents, stating reasons for rejection and
return the pledge document to the pledgee’s Broker/Custodian.
14.1.7. The CDC will record the pledged Securities and will freeze the securities in the pledgor’s
account.
14.1.8. CDC will confirm to the pledgee’s and pledgor’s Broker/Custodian the completion of the
pledge by forwarding a copy of the Securities Pledge Form, to each duly signed and stamped.
14.2.
RELEASES TO PLEDGOR
14.2.1. The pledgee will submit instructions to his Broker/Custodian, on the Securities Pledge Release
Form clearly stating that the pledge is being terminated for reasons of payment or any other
reason.
14.2.2. The pledgee Broker/Custodian will forward the Securities Pledge Release Form to the CDC
after verifying the details and signatories and completing the relevant section in the form.
14.2.3. Upon receipt of the instructions, CDC will verify whether the form has been properly filled.
CDC will then release the pledge in favour of the pledger, and the securities will be eligible for
any other transaction.
ANNEXURE
Chengetedzai Depository Company Limited
Securities Account Opening/Update Form (CSD 1a) - Individuals
To be completed in BLOCK LETTERS
Primary Applicant
Title:
Forenames*:
Surname*:
Date of Birth (dd/mm/yyyy)*:
Gender (M/F):
National ID*:
Foreign/Local Investor*:
Passport No.*:
Address Line 1*:
Address Line 2:
City*:
Country*:
Telephone*:
Cellphone No*:
e-mail:
Joint Applicant
Title:
Forenames*:
Surname*:
Date of Birth(dd/mm/yyyy)*:
Gender (M/F):
National ID*:
Foreign/Local Investor*:
Passport No.*:
Address Line 1*:
Address Line 2:
City*:
Country*:
Telephone*:
Cellphone No*:
e-mail:
NB (*) Denotes required/mandatory fields. Completed forms must be accompanied by certified copy of ID Document and two (2) passport size
photos
Dividend Disposal Instruction
Bank Name:……………………………………………………………
Cash or
Branch:………………………………………
Bank
Account number:………………………………………
DECLARATION
i.
ii.
iii.
iv.
v.
vi.
I/We hereby request you to open and maintain a Securities Account in the Central Securities Depositories (CSD) in my/our
name(s).
I/We hereby represent and warrant that we have good title to such securities that may be held in my/our Securities Account
from time to time.
I/We affirm that the funds to be used for the purchase of Securities through my / our Securities Account will not be funds
derived from any money laundering activity or funds generated from terrorist or any other illegal activity.
I/We hereby confirm that the undersigned Participant has full authority to intermediate and or conduct business on with the
Depository on my/our behalf in keeping with CDCL CSD Rules and Procedures that may be in force from time to time.
I/We agree to be bound by the terms and conditions articulated in the CDCL CSD Rules, Procedures and any other
instructions.
I/We undertake to notify the under mentioned Participant of any change of particulars or information provided by me/us in
this form.
Primary Applicant Signature ………………………………………………………………………………………
Date………………………………………………
Joint Applicant Signature ……………………………………………………………………………………………
Date……………………………………………...
FOR
PARTICIPANT
USE
ONLY
Declaration:
We, the undersigned undertake that we have checked the
accuracy of the documents submitted with this application.
Verified By: ……………………………………………………………………………………………..
FOR CDCL USE ONLY
Approved
Declined
Approved
…………………………………………………………….
Signature: …………………………………………. Date: ..……………………………………..
Signature: …………………………………………………………………
Securities Account Number
Accompanying
certified
copy
(please
National ID
Passport Page Details
minors)
cross
–
X)
Birth Certificate (for
CDCL Date Stamp
By:
Chengetedzai Depository Company Limited
Securities Account Opening/Update Form (CSD 1b) - Institutions
To be completed in BLOCK LETTERS
Applicant Particulars
Name of Company / Organisation / Institution*:
Registration /Certificate No*:
Address*:
City:
Foreign/Local Investor*:
Cellphone*:
Fax:
Institution Representative Full Name*:
Cellphone:
Telephone*:
e-mail:
Designation:
e-mail:
Dividend Disposal Instruction
Cash or
Bank
Bank Name:……………………………………………………………Account number:………………………………………
NB (*) Denotes required/mandatory fields.
DECLARATION
vii.
viii.
ix.
x.
xi.
xii.
We hereby request you to open and maintain a Securities Account in the Central Securities Depository (CSD) in our
name(s).
We hereby represent and warrant that we have good title to such securities that may be held in our Securities Account
from time to time.
We affirm that the funds to be used for the purchase of Securities through our Securities Account will not be funds
derived from any money laundering activity or funds generated from terrorist or any other illegal activity.
We hereby confirm that the undersigned Participant has full authority to intermediate and or conduct business on with
the Depository on our behalf in keeping with CDCL CSD Rules and Procedures that may be in force from time to time.
We agree to be bound by the terms and conditions articulated in the CDCL CSD Rules, Procedures and any other
instructions.
We undertake to notify the under mentioned Participant of any change of particulars or information provided by me/us in
this form.
Date………………………………………………………
APPLICANT
for
and
on
behalf
of
the
…….…..……………………………………………………………
AUTHORISED
SIGNATORY
/
SIGNATORIES
CERTIFICATE OF RESOLUTION
I ………………………………………………………………………………………………………………………………… , hereby certify that the following resolution of
the
Board of Directors of…………………………………………………………………………………….was passed at a duly convened meeting of the Board
held on
…………………………………………………………………………………………………………………..… at which a quorum was present.
"It WAS RESOLVED that a Securities Account for the Company / Organisation / Institution be opened with Chengetedzai
Depository Company Limited , ("CDCL") and be operated in accordance with the Terms and Conditions of the Depository
in force from time to time"
.....................................
Date
Certified true extract of minutes
…………………………………………………….
Director/Secretary
FOR
PARTICIPANT
USE
ONLY
Declaration:
We, the undersigned undertake that we have checked the
accuracy of the documents submitted with this application.
Verified By: ………………………………………………………………………………………………
FOR CDCL USE ONLY
Approved
Declined
Approved
……………………………………………………………….
Signature: …………………………………………Date:……………………………………………
Signature: ……………………………………………………………………
Securities Account Number
CDCL Date Stamp
By:
Chengetedzai Depository Company Limited
Securities Deposit Form (CSD 2)
To be completed in BLOCK LETTERS
INVESTOR ACCOUNT NUMBER:
Securities Registration ID:
FOR INDIVIDUALS
Title:
Forenames:
Surname:
FOR INSTITUTIONS (Companies/Organisations/Societies/Etc)
Name:
Particulars of Security
Security Name:
Certificate Number:
Security ID:
Date Issued:
Certificate Type:
Total Number of Certificates:
Quantity:
Total Numbers of Securities:
DECLARATION (To be completed by individuals)
i.
ii.
iii.
iv.
v.
I/We hereby request the deposit of the above mentioned Securities in the above mentioned Securities Account.
I/We hereby certify that, I am / We are the genuine holder/s of the above mentioned Securities.
None of the deposited certificates listed above have been reported to the company as lost or destroyed.
I/We hereby declare that I/We have proper authority to sign the Deposit Form and to deposit the mentioned securities
into the Central Securities Depository (CSD).
I/We agree to be bound by the terms and conditions articulated in the CDCL CSD Rules, Procedures and any other
instructions
Signature:……………………………………………………………………………………………………………………….
Date:…………………………………………
….
(Applicants (Joint) / Authorised Signatory / Guardian)
CERTIFICATE OF RESOLUTION (To be completed by institutions)
I …………………………………………………………………………………………………………………… , hereby certify that the following resolution of the Board
of
Directors of…………………………………………………………………………………………………….was passed at duly convened meeting of the Board held
on
….…………………………………………………………………………………………………………………… at which the quorum was present.
It was resolved that:
i.
ii.
iii.
iv.
the deposit of the above mentioned Securities in the above mentioned Security Account should be effected.
………………………………………………………………………..is the genuine holder/s of the above mentioned Securities.
none of the deposited certificates listed above have been reported lost or destroyed to the company .
I/We be authorized to sign the Deposit form and to deposit the above mentioned securities into the CSD.
.....................................
Date
Certified true extract of minutes
…………………………………………………….
PARTICIPANT DECLARATION
FOR TRANSFER SECRETARY USE ONLY
We hereby certify the validity of this transfer document and
that it has been duly executed and authenticated.
I/We hereby certify that I/We have verified the above information, and;
i. Have authenticated the holding of the shares being
deposited and verify that these share certificates belong to
the
Account
Holder.
ii. We certify that the names of the account Holder as it
appears in the physical share register, the CSD Account,
share certificate and the Deposit Form, refer to one and the
same person.
Verified
By:………………………………………………………..…………………
Signature: ……………………………Date:…….………………………………..
Approved By: ………………………………………………………………..……………………
Signature: ……………………..……………Date:…………………………………………….
Chengetedzai Depository Company Limited
Securities Withdrawal Form (CSD 3)
To be completed in BLOCK LETTERS
PARTICIPANT ID:
Securities Registration ID:
FOR INDIVIDUALS
Full Names:
National ID:
Passport No:
FOR INSTITUTIONS (Companies/Organisations/Societies/Etc)
Name:
Registration /Certificate No:
Particulars of Security
Security Name:
Quantity (in figures):
Security ID:
Quantity (in words):
DECLARATION
I/We hereby request the withdrawal of the above mentioned Securities deposited by me / us in my /our Securities Account.
Signature 1………………………………………Date………………………
2………………………………………Date.………………………
Name 1 ……………………………………………………………………………
2 ……………………………………………………………………………
(Securities Account Holder/s (Joint) / Authorised Signatory / Guardian)
FOR PARTICIPANT USE ONLY
FOR CDCL USE ONLY
Reference Number:
Verified by:………………………………………………………………………………………………
Signature…………………………………………………………Date…….…………………………
Verified by:……………………………………………………………………………………………
Signature…………………………………………………Date……………………………………
Company Stamp
Company Stamp
Chengetedzai Depository Company Limited
Securities Transfer Form (CSD 4)
To be completed in BLOCK LETTERS
INVESTOR ACCOUNT NUMBER:
Name
of
Transferor:
Address:
(A).I/We request CDCL to transfer the following securities out of my /our account number:
held with my Participant (name)………………………………………………………………………………… whose consent is given below.
Security ID:
Counter:
Quantity:
Reference No: (Office use only)
Purpose of transfer: ………………………………………………………………………………………………………………………………………………………………
Signature /s of Individual account holder/s / Authorised signatories and/or stamp for institutions
1…………………………………………………………Date……………………………… 2…………………………………………………………Date………………………
(B).Name
of
Participant
Transferor:…………………………………………………………………………………………………………………………
for
We hereby certify the validity of this transfer document and that it has been duly executed and authenticated
Authorised signature:………………………………………………………………………
Date and stamp:………………………………………………
Full name:…………………………………………………………………………………………
Designation:………………………………………………
(C).I/We consent that the securities mentioned in (A) above be transferred to my/our Securities Account:
with (Participant's name)……………………………………………………………………………………………………………………………
Signature/s of Individual account holder/s / Authorised signatories and/or stamp for institutions
1…………………………………………………………Date………………………
2…………………………………………………………Date……………………
FOR PARTICIPANT USE ONLY
Verified By: ……………………………………………………….……
Signature: ……………………………………………………………..
Date:……………………………………………………………………….
FOR CDCL USE ONLY
CDCL hereby transfers the above security to the (persons) named
under “Transferee Details” and requests the necessary
entries to be made in the Register. Consideration has been
derived from information supplied by the Broker Participant.
CDCL is lodging this transfer at the direction and on behalf of
the Broker Participant, whose stamp appears herein, and
does not in any manner or to any extent warrant or
represent the validity or correctness of the transfer
instructions contained herein. The Broker Participant by
instructing the CDCL to deliver this transfer for registration
agrees to be deemed for all purposes to be person(s)
actually lodging this transfer for registration.
Verified By: ……………………………………………………….………………………..
Signature: ……………………………………………………………………………………
Company Stamp
Date: …………………………………………………………………………………………
CDCL Date Stamp
Chengetedzai Depository Company
Instrument Registration/Amendment Form
This
form
should
be
completed
when
registering/amending
an
instrument
The form should be completed and forwarded to Chengetedzai Depository Company offices, in person, by post or by
scanning and sending to [email protected]
Nature of Request (please tick - )
New Instrument
Other
Modify Existing Instrument
Suspend Instrument
(please
Specify):……………………………………………………………………………………………………………………………………………
Instrument(s) Details
Name of Instrument:
Code of Instrument/ISIN Number:
Alternative Code: (Optional)
Issuer Agent:
Registrar/Transfer Secretary:
Face Value ($):
Issued Ordinary Shares: (Quantity)
Authorised Ordinary Shares: (Quantity)
Other Type of Shares: (specify)
Issued:
Authorised:
Organisation Details
Name of Organisation:
Business Sector: (e.g. Telecomms, manufacturing)
Registered Address:
Country:
CENTRAL SECURITIES DEPOSITORY
Telephone:
Contact Person:
CDC Operations:
Name:
Designation:
Signature:
Date:
For CDC ICT Use Only:
Actioned By:
Signature:
Date:
Reviewed By:
Signature:
Date: