This Announcement supersedes A23056.
Clearstream Banking1informs clients that on 5 July 2024, the Luxembourg authorities advised Clearstream Banking that the EU Commission had clarified on 24 May 2024 the interpretation of Article 6b (5aa) of Regulation (EU) No 269/2014 and informed all EU Member States that “[In view] of supporting disinvestment from the Russian market by European investors may sustain the reading that for applications submitted before 25 September 2023 and authorised by the national competent authorities of the Member States before 25 December 2023, conversion of depository receipts may take place after 25 December 2023. Given that the implementation of EU sanctions ultimately falls within the competence of Member States, we encourage Member States to mutually enable, in a spirit of sincere cooperation, conversions based on authorisations granted by the national competent authority of another Member State before 25 December.” The Luxembourg authorities have subsequently advised Clearstream Banking that they now align to this interpretation. This replaces the guidance issued to Clearstream Banking in November 2023 that conversion of depository receipts (DR) granted by the national competent authorities of an EU Member State before 25 December 2023 must also take place before 25 December 2023.
Accordingly, Clearstream Banking will process conversions instructed by its clients for ADR/GDR holders being nationals or residents of EU Member States holding authorisations in those programmes where conversions are currently supported by the depository agent and where conversions are permissible under EU, US and UK sanctions.
Clients intending to instruct conversions under the guidelines mentioned below are reminded, that OFAC’s General License 100 permits conversions into underlying shares issued in the National Settlement Depository only until 13 August 2024. Clearstream Banking expects that depository agents will close their programmes to conversions in advance of that date to ensure that the conversions can be completed in the domestic market with the validity period of the license.
Clients whose clients received the authorisation from the competent authority pursuant to Article 6b(5aa) of Regulation (EU) 269/2014 with the stated timeframe, can convert a depository receipt with Russian underlying security held with the National Settlement Depository.
The relevant text reads:
‘5aa. By way of derogation from Article 2, competent authorities of a Member State may authorise the conversion by 25 December 2023 by nationals or residents of a Member State, or an entity established in the Union, of a depositary receipt with Russian underlying security held with the entity listed under entry number 1012 under the heading “Entities” in Annex I for the purpose of selling the underlying security, and the making available of funds linked to the conversion of the depositary receipt and to the sale of the underlying security directly or indirectly to that entity in Russia, under such conditions as the competent authorities deem appropriate and after having determined that: (a) the depositary receipt was issued before 3 June 2022; (b) the relevant request for authorisation is submitted by 25 September 2023; (c) the holder of the depositary receipt is able to demonstrate that such conversion is necessary for the sale of the underlying security; (d) the sale of the underlying security is compliant with prohibitions under Regulation No 833/2014, including Articles 5 and 5f; and (e) no funds will be made available to any other entity listed in Annex I.’
For any ADR/GDR conversion instruction, in respect of the below securities, Clearstream Banking clients must, in the narrative field of their instruction (:70E: INST field in MT565 or Corporate Action Instructions Narrative in Xact Web Portal), represent that they have obtained authorisation under Article 6b(5aa) of Regulation (EU) 269/2014 and provide:
(a) the name of the competent authority of the Member State which has granted the authorisation,
(b) the reference number of the authorisation, and
(c) the date of the authorisation.
The wording required in client instruction : “EU Reg. 269/2014 art. 6b 5aa COMP. License nb: xxxxxx date: dd/mm/yyyy– Issuing NCA: xxxx.”
Instructions without the required representation of sanctions compliance will be rejected.
Conversion instructions may be accepted in the following Russia-related ADR/GDR progammes:
Common Code
ISIN code
Underlying
Security name
32418384
US67011U1097
RU0009084446
GDR NOVOROSSIYSK CSPP 144A REG
32417710
US67011U2087
RU0009084446
GDR NOVOROSSIYSK CSPP REGS REG
11374891
US6074091090
RU0007775219
ADR MOBILE TEL PJSC REG (1ADR/2SHS)
22468022
US6074091090
RU0007775219
ADR MOBILE TEL PJSC REG (1ADR/2SHS)
25869486
US67812M2070
RU000A0J2Q06
GDR ROSNEFT OIL COM REGS BR
124406129
US1641451042
RU000A0JL4R1
GDR CHERKIZOVO GROUP 144A REG (1DR/0.667SHS)
124407524
US1641452032
RU000A0JL4R1
GDR CHERKIZOVO GROUP REGS REG (1DR/0.667 SHS
36273372
US3133541025
RU000A0JPNN9
GDR FED GRID CO PJSC 144A REG
36273577
US3133542015
RU000A0JPNN9
GDR FED GRID CO PJSC REGS REG (1DR/ 500SHS)
39197863
US45835N1054
RU000A0JPNM1
GDR PJSC INTER RAO UES 144A REG
39322790
US45835N2045
RU000A0JPNM1
GDR PJSC INTER RAO UES REGS REG
17822373
US7416251079
RU0009084487
ADR PRIMORSKY SHIPPING (1ADR/10SHS)
170465199
US29355E2081
RU000A100K72
GDR EN GROUP PLC REGS REG 1DR/1SH
133313133
US8766292051
RU0009033591
ADR PJSC TATNEFT REG (1ADR/6SHS)
129782048
US69343P1057
RU0009024277
ADR PJSC LUKOIL REG
131064853
US69343P1057
RU0009024277
ADR PJSC LUKOIL REG
131156707
US69343P1057
RU0009024277
ADR PJSC LUKOIL REG
64985922
US71922G1004
RU000A0JRKT8
GDR PJSC PHOSAGRO REG (30GDR/1SHS)
247334742
US71922G3083
RU000A0JRKT8
GDR PJSC PHOSAGRO REGS BR (CANCELLATION ELIG
36956348
US00501T2096
RU0009028674
GDR PJSC ACRON REGS REG (10GDR/1SHS)
32415202
US50218G2066
RU000A0JPFP0
GDR PJSC LSR GROUP REGS BR (5GDR/1SHS)
22035363
US67011E1055
RU0009046452
GDR NOVOLIPETSK (144A)(1DR/10SHS)
22035436
US67011E2046
RU0009046452
GDR NLMK REG S
131218320
US69343R1014
RU0009062285
GDR PJSC AEROFLOT REG
132253030
US69343R2004
RU0009062285
GDR PJSC AEROFLOT REGS REG (1GDR/5SHS) EXCH
31526655
US6708481006
RU000A0JNG55
GDR OGK OAO 144A REG 1 DR/100 SHS
31527996
US6708482095
RU000A0JNG55
GDR JSC OGK-2 REGS REG 1 DR/ 100 SHS
Notwithstanding the above requirements, clients are required to ensure that any instruction submitted to Clearstream Banking complies with applicable laws, including any applicable sanctions, including but not limited to those of the European Union, the United Nations, the United States and the United Kingdom.
Impact on clients
Clearstream Banking will resume processing of DR conversion instructions on or around 12 July 2024, for those DR programmes where DR agents are supporting the conversion and have their books open for cancellation.
Clearstream Banking will provide updated corporate action notifications to the holders of applicable DR programmes for which the conversion is possible.
Further information
For further information, clients may contact Clearstream Banking Client Services or their Relationship Officer.
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1. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG (for Clearstream Banking AG clients using Creation Accounts), registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany, and registered in Register B of the Amtsgericht Frankfurt am Main, Germany, under number HRB 7500.
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