Centrálny Depozitár cenných papierov SR, a.s.

Assets transfer of NCDCP’s clients

As a consequence of assets migration of clients of Národný centrálny depozitár cenných papierov, a.s. (hereinafter „NCDCP“) executed according to the Agreement on NCDCP clients’ assets transfer that was concluded on 23 July 2021 between Centrálny depozitár cenných papierov SR, a.s. (hereinafter „CDCP“) and NCDCP, from 15 November  2021 CDCP is providing services of the central depository to all clients whose assets were transferred from NCDCP to the register of CDCP. CDCP is providing services in compliance with the authorisation to operate as a central depository and under conditions laid down in the regulations of CDCP, primarily the Rules of Operation and the Scale of Fees.

The selected groups of clients have to update their contractual relation with CDCP before placing their first request for CDCP service:

1.  An issuer of book-entry securities, including an issuer of shares of a simple joint-stock company

The issuer of book-entry securities, including the issuer of shares of a simple joint-stock company  (hereinafter „SJC“), whose issues were transferred to the registry of CDCP – shall conclude an Agreement on registration of issue of book-entry securities.  The issuer shall conclude separate agreement for each issue of book-entry securities.

Commercial Terms to an Agreement on registration of book-entry securities.

Agreement on registration of issue of book-entry securities is prepared in two counterparts. The issuer shall sign the agreement in compliance with the signing rules stated in a valid excerpt from the Business Register or in granted Power of Attorney. When signing the Agreement on registration of book-entry securities the issuer shall submit to CDCP the Excerpt from the Business Register not older than 3 months. Exhaustive rules of CDCP governing submission of documents are laid down in the Part I, Article 7 of the Rules of Operation of CDCP.

The issuers of book-entry securities whose issues were transferred to the registry of CDCP based on the Agreement on NCDCP client’s assets transfer shall not pay any fee for registration of such issue in CDCPThe other services provided by CDCP in connection with the issue of book-entry securities are charged according to Article IV, section 2 of the Scale of Fees of CDCP.

Information on concluding the Agreement on registration of book-entry securities issue as regards the issues transferred from NCDCP, and also on other agreements with the issuer of book-entry securities will be provided by employees from the Issue Department of CDCP. You can place your questions and requests related to the agreement by an e-mail sent to registracia@cdcp.sk. The Agreement on registration of book-entry securities issue in connection with the issue transferred from NCDCP can be concluded in the seat of CDCP on mutually prearranged date and time.

Contact details – Issue Department: Tel. +421 2 59395 -119,-126,-127,-130,-139,-148,-160 

2.  Issuer of registered paper-form shares who keeps the list of shareholders in the central depository

The issuer of registered paper-form shares whose list of shareholders of registered paper-form securities administered by NCDCP was transferred to the register of CDCP – shall conclude an Agreement with issuer of registered paper-from shares on administration of list of shareholders. It is necessary to conclude separate agreement for each list of shareholders of registered paper-form shares.

Commercial Terms to an Agreement with issuer of registered paper-form shares on administration of list of shareholders.

Agreement with issuer of registered paper-form shares on administration of list of shareholders is prepared in two counterparts. The issuer shall sign the agreement in compliance with the signing rules stated in valid excerpt from the Business Register or in the granted Power of Attorney. When signing the Agreement the issuer shall submit to CDCP the Excerpt from the Business Register not older than 3 months. Exhaustive CDCP rules governing submission of documents are laid down in the Part I, Article 7 of the Rules of Operation of CDCP.

Issuers of registered paper-from shares whose list of shareholders was transferred to the register of CDCP based on the Agreement on NCDCP clients’ assets transfer shall not pay any fee for registration of the list of shareholders in CDCP. The other services provided by CDCP in connection with the list of shareholders of registered paper-form shares are charged according to Article IV, section 3 of the Scale of Fees of CDCP.

Information on concluding of the Agreement with issuer of registered paper-form shares on administration of list of shareholders in connection with the list of shareholders transferred from NCDCP, and on other agreements with the issuer of registered paper-form shares will be provided by employees from the Issue Department of CDCP. You can place your questions and requests related to the agreement by an e-mail sent to registracia@cdcp.sk.

The Agreement with issuer of registered paper-form shares on administration of list of shareholders in connection with lists of shareholders transferred from NCDCP can be concluded in the seat of CDCP on prearranged date and time.

Contact details – Issue Department: Tel. +421 2 59395 -119,-126,-127,-130,-139,-148,-160

3.  Owner of the book-entry securities owner account

The owner of a book-entry securities owner account transferred to CDCP register – shall conclude an Agreement on opening and administration of book-entry securities account. The account owner shall conclude the agreement in person in the seat of CDCP.

The Agreement on opening and administration of an owner account is prepared in two counterparts. The account owner – a legal entity shall sign the agreement in compliance with the signing rules stated in the valid excerpt from the Business Register. When signing the agreement the account owner – a legal entity shall submit to CDCP the Excerpt from the Business Register not older than 3 months. Exhaustive CDCP rules governing opening of an owner account are laid down in the Part V, Article 3 of the Rules of Operation of CDCP.

The owners of the book-entry securities owner account whose accounts were transferred to the register of CDCP based on the Agreement on NCDCP clients’ assets transfer shall not pay any fee for opening of an owner account in the register of CDCP. The other services provided by CDCP in connections with administration of the book-entry securities owner account are charged according to Article IV, section 6 of the Scale of Fees of CDCP.

Information on concluding of the Agreement on opening and administration of an owner account in connection with the accounts transferred from NCDCP, and on other agreements with an owner of book-entry securities account will be provided by employees from the Business Services Department of CDCP.

Contact details – Business Services Department: Tel. +421 2 5939 5939

(business days from 8:00 till 15:00)

 e-mail: odos@cdcp.sk

4.  Other information

Based on transfer of NCDCP clients’ assets CDCP shall execute without request or special agreement also:

  1. administration of data in special SJC registers (register of rights to participate in transfer of shares and register of rights to demand transfer of shares),
  2. administration of data on registration of the Suspension of Disposal Right,
  3. administration of data on registration of pledge over securities in the pledge register and on relevant accounts in the CDCP register and in registries of the members,
  4. administration of data on registration of pledge over paper-from securities in the pledge register,
  5. administration of data on registration of transfer of book-entry securities as collateral in the special register of transfers as collateral and on relevant accounts in CDCP register and in registers of the members,
  6. administration of data on registration of transfer of paper-form securities as collateral in the special registry of transfers as collateral.

The clients of NCDCP who do not intend  to use services of CDCP shall terminate provision of CDCP services in compliance with the Rules of Operation of CDCP  (depending on a type of legal relationship). 

FAQ

According to the Act on Securities and the CSDR Regulation the „Assets“ are all and any assets that are not the own assets of NCDCP and are administered, registered and safe-kept by NCDCP for its clients including archive of provided services, assets in accounts, including registers and registries. If you are the client of NCDCP and have the accounts open by NCDCP or registered issue of securities or if NCDCP administers the list of shareholders for paper registered shares for you, these will be transferred to CDCP based on the Agreement on Transfer of Assets of Clients of NCDCP, that was concluded by NCDCP and CDCP.

The migration of assets means the technical realisation of the assets transfer from the main information system of NCDCP to the information system of CDCP including the accounts in which the assets of clients are registered, related registries, registers and agreements (including historical entries).

The migration of assets of clients of NCDCP is performed on the basis of the Agreement on Transfer of Assets of Clients of NCDCP pursuant to Art. 20(5) of the CSDR REGULATION, §101(3) of the Act on Securities and §269(2) of the Commercial Code that was concluded between NCDCP and CDCP. The transfer of assets is part of the ongoing procedure of the National Bank of Slovakia on withdrawal of central depository authorisation from NCDCP in line with the project of determining the single central depository on the Slovak capital market.

The assets migration was executed over the days of 12 14 November 2021. Starting from 15 November 2021 CDCP provides the services of central depository also to former clients of NCDCP.

Yes, NCDCP will be providing its services until the moment of migration of assets to CDCP. After the accomplishment of migration of assets NCDCP will terminate provision of its services.

The migration of assets from the main information system of NCDCP to information system of CDCP shall be executed without cooperation of clients. The client of NCDCP does not have to perform any action.

The agreement that you have concluded with NCDCP is deemed to be a related documentation and it is subject to transfer pursuant to the Agreement on Transfer of Assets of Clients of NCDCP. The related documentation means all the books, dossiers, databases, registers, documents, trade records, any materials, correspondence, messages and other records of NCDCP related to the assets, including the agreements based on which NCDCP provides its services to clients.

In such case you may end using the services of NCDCP as of the day of migration of assets to CDCP or after the day of the assets migration you may end using the services of CDCP. The exact method of termination of usage of services after the day of assets migration will depend on the type of service provided and it shall be ruled by regulations of CDCP, mainly the Rules of Operation.

After the day of migration the taking-over depository, i.e. CDCP, shall fulfil the duties of a central depository in relation to clients of NCDCP whose assets were transferred to CDCP and it shall provide the services to the former clients of NCDCP in the scope and under conditions set by the rules of CDCP.

The services executed after migration of assets of clients of NCDCP will be provided in the same extent as today.

According to the first sentence of the §101 (2) of the Act on Securities and Investment Services, before issuing a decision to withdraw an authorisation to act as a depository, the National Bank of Slovakia shall examine whether obligations and other conditions have been fulfilled concerning the procedure for ensuring the timely and proper settlement and transfer of assets belonging to clients of NCDCP and related registration and registries to other central depository specified in the winding down plan of NCDCP prepared in accordance with the CSDR Regulation.

Both CDCP and NCDCP provide their services based on authorisation granted by the National Bank of Slovakia in compliance with the Regulation (EU) No.909/2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 and pursuant to the Act No.566/2001 Coll. on Securities and Investment Services as amended. From this point of view the quality of services is comparable, but conditions of their provision may slightly differ.

Until the day of migration of assets to CDCP the price for provision of services will not change. After the day of migration of assets provided services will be charged according to current fee-schedule of CDCP that might be found on the website: 
https://www.cdcp.sk/dokumenty/cennik/

Until the date of migration of assets of NCDCP you may choose from the services of both depositories. After the migration you may use only services provided by CDCP.

Migration of assets of NCDCP shall have no effect on clients of CDCP. Provision of services shall be subject to the current rules of operation and the fee-schedule of CDCP as today.

PARTICIPANT

If you are the participant of NCDCP and at the same time participant of CDCP, no action on your part will be requested. Your accounts, as well as records in those accounts (including historical records), all restrictions, pledges, simple joint stock companies´ rights etc. will be transferred to the registry of CDCP upon migration of the assets. If you are not the participant of CDCP at the same time, you will have to submit the application for access of participant of CDCP according to conditions set by regulations of CDCP. The specific information/conditions related to provision of services after the assets migration shall be communicated by CDCP directly with clients of NCDCP sufficiently in advance of execution of the assets migration.

By execution of the assets migration all accounts (including historical entries) in which your assets and assets of your clients are recorded (owner´s accounts, holder ´s accounts and client accounts) will be transferred to the registry of CDCP. The account numbers in the registry of CDCP will be exactly the same as account numbers that were administered in NCDCP.

ISSUER

In the process of migration of assets your securities issues, including the historical entries in the issuer´s registry, will be transferred to CDCP while no active cooperation will be required on your part. In case the issuer will continue to use the services of CDCP (i.e. to submit new requests for services in relation to a specific securities issue), it shall be obliged to co-operate with CDCP in order to update the contractual relations whereas CDCP will provide every service in compliance with regulations of CDCP, mainly the Rules of Operation. The specific information/conditions related to provision of services after the assets migration shall be published by CDCP sufficiently in advance of execution of the assets migration.

If you intend to increase registered capital by means of increase in the number of securities in the existing (i.e. migrated securities issue), you would have to conclude a separate agreement with CDCP; then you will be able to use published forms for increase in the number of securities units in the existing securities issue. If you intend to increase registered capital by means of registration of new securities issue, you would have to conclude a standard agreement with CDCP. In both cases conditions set by the rules of CDCP will apply.

In the process of migration of assets your lists of shareholders of paper registered shares, including the historical entries in the lists, will be transferred to CDCP, whereas no active cooperation on your part will be requested. After migration of assets you will be expected to co-operate with CDCP in order to update the contractual relations whereas CDCP will provide all services in compliance with regulations of CDCP, mainly the Rules of Operation. The specific information/conditions related to provision of services after the assets migration shall be published by CDCP sufficiently in advance of execution of migration of assets.

Presenting the updated statement on the beneficial owners after migration of assets shall be ruled by conditions set in the regulations of CDCP. The specific information/conditions related to provision of services after migration of assets shall be published by CDCP sufficiently in advance of execution of assets migration.

The clients will be obliged to submit to CDCP new power of attorney to act in relation to CDCP if it was issued for legal acts in NCDCP. CDCP shall take over the assets of clients of NCDCP, but it shall not become the legal successor of NCDCP.

OWNER OF ACCOUNT

No. By migration of assets all beneficial owners’ ´accounts in which the assets of clients are registered (including historical records) will be transferred to registry of CDCP. The account numbers in the registry of CDCP will be exactly the same as account numbers in NCDCP. Upon transfer of the assets cooperation with CDCP will be necessary in order to update the contractual relations whereas CDCP will provide all services in compliance with regulations of CDCP, mainly the Rules of Operation. The specific information/conditions related to provision of services after migration of assets shall be published by CDCP sufficiently in advance of execution of migration of assets.

RESTRICTIONS (PLEDGES, SIMPLE JSC RIGHTS, RESTRICTIONS ON ACCOUNTS AND SECURITIES)

Within the assets migration all restrictions (registered pledges over securities, simple JSC rights, restrictions on accounts and securities etc., including historical records) will be transferred to the registry of CDCP. Data on restrictions in the registry of CDCP will be the same as the data in the registry of NCDCP. The specific information/conditions related to provision of services after the assets migration shall be published by CDCP sufficiently in advance of execution of migration of assets.

What sort of documents will I need for change/cancellation of the pledge after the migration?

After the assets migration all services will be provided by CDCP under conditions set by regulations of CDCP.

RULES OF OPERATION, FEE-SCHEDULE

After the assets migration all services will be provided by CDCP under conditions set by regulations of CDCP, mainly the Rules of Operation of CDCP.

The Rules of Operation of CDCP will contain a section SPECIAL PROVISIONS CONCERNING ASSETS TRANSFER OF NCDCP CLIENTS, in which the specific rules for provision of services after the assets migration will be set for clients of NCDCP (including participants) concerned by the transfer of assets.  

CONTACTS

For detailed information please contact:

CDCP:

Issues Department (issues of book-entry and paper securities, simple JSC): registracia@cdcp.sk

Trade Services Department (owner´s accounts, pledges): odos@cdcp.sk      

Client Service Department (access of participant, membership): participant@cdcp.sk

NCDCP:

prevadzka@ncdcp.sk

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