• • • • • • • Euroclear Bank Euroclear Belgium Euroclear Nederland Euroclear France Euroclear UK & Ireland Euroclear Sweden Euroclear Finland White paper Adaptation of ESES CSD services to Target2-Securities 1. Introduction ................................................................. 4 1.1 Objective of the White paper .......................................................................................................... 5 1.2 Project governance with ESES users ............................................................................................. 6 2. Executive summary..................................................... 7 2.1. Connectivity .................................................................................................................................. 7 2.2. Account structure .......................................................................................................................... 8 2.3. Matching and settlement ............................................................................................................... 8 2.4. Asset servicing .............................................................................................................................. 8 2.5. Issuer services .............................................................................................................................. 8 3. Connectivity ................................................................ 9 3.1. Connectivity options ...................................................................................................................... 9 3.1.1. ESES Connectivity offer – ICPs ..................................................................................... 11 3.1.2. ESES connectivity offer – DCPs .................................................................................... 13 3.2. Subscriptions and users management ........................................................................................ 14 4. Reference data ......................................................... 16 4.1. Account structure ........................................................................................................................ 16 4.2. Parties and securities accounts ................................................................................................... 20 4.3. Securities data ............................................................................................................................ 21 4.4. Dedicated cash accounts ............................................................................................................ 21 5. Settlement ................................................................. 23 5.1. Lean T2S settlement ................................................................................................................... 23 5.1.1. Validation and matching ................................................................................................. 23 5.1.1.1. Access to T2S matching system ................................................................................. 23 5.1.1.2. Type of instructions .................................................................................................... 24 5.1.1.3. Validation ................................................................................................................... 25 5.1.1.4. Matching rules ............................................................................................................ 26 5.1.1.5 Reporting ..................................................................................................................... 28 5.1.2. Settlement and operational day ...................................................................................... 29 5.1.2.1. T2S Operational day................................................................................................... 30 5.1.2.2. Settlement reporting ................................................................................................... 32 5.1.3. Settlement instruction management ............................................................................... 33 5.1.3.1. Hold and release mechanism ..................................................................................... 33 5.1.3.2. Partialling ................................................................................................................... 34 5.1.3.3. Transaction linking ..................................................................................................... 35 5.1.3.4. Prioritisation................................................................................................................ 35 5.1.3.5. Others ........................................................................................................................ 36 5.1.4. Liquidity management .................................................................................................... 37 5.1.4.1. Liquidity transfers ....................................................................................................... 37 5.1.4.2. Limit management ...................................................................................................... 40 5.1.4.3. End of day cash management .................................................................................... 41 5.1.4.4. Cash blocking and reservation ................................................................................... 41 5.1.4.5. Liquidity monitoring..................................................................................................... 41 5.1.4.6. Auto-collateralisation .................................................................................................. 42 5.1.5. Cross-CSD settlement ................................................................................................... 47 5.1.6 Settlement with CSDs outside T2S ................................................................................. 49 5.2. Pre-settlement processes ........................................................................................................... 50 5.2.1. MTFs and CCPs transactions ........................................................................................ 51 5.2.2. Trade confirmation – SBI ............................................................................................... 52 5.2.3. Funds order routing ........................................................................................................ 53 5.3. Issuance and primary market settlement ..................................................................................... 54 5.3.1. Standard securities ........................................................................................................ 55 5.3.2. French money market instruments ................................................................................. 55 5.3.3. Funds issuance .............................................................................................................. 56 5.3.4. Warrants & certificates issuance (Plug & Clear service) ................................................. 57 5.4. Settlement of registered securities .............................................................................................. 58 5.4.1. French registered securities (BRN) ................................................................................ 58 5.4.2. Belgian registered shares .............................................................................................. 59 5.5. Other settlement related processes ............................................................................................ 61 5.5.1. Physical securities ......................................................................................................... 61 5.5.2. ISIN conversion (‘transfert valeurs’) ............................................................................... 61 5.5.3. Stripping and reconstitution of government debt ............................................................ 62 5.5.4. Dedicated ESES offer for free of payment without matching .......................................... 62 5.5.5. Bilateral repos ................................................................................................................ 63 5.5.6. Automatic balance transfers ........................................................................................... 63 6. ESES Central Bank Money triparty service ............... 64 6.1 General description of the service ................................................................................................ 64 6.2 How will the service interact with T2S? ........................................................................................ 66 7. Corporate actions and issuer services ...................... 68 7.1. Corporate actions ........................................................................................................................ 68 7.1.1. Corporate actions on stocks ........................................................................................... 68 7.1.1.1. Notification and entitlement advices ........................................................................... 68 7.1.1.2. Corporate action processing ....................................................................................... 69 7.1.1.3. Corporate action reporting .......................................................................................... 73 7.1.2. Corporate action on flows .............................................................................................. 74 7.1.2.1. Generic principles ....................................................................................................... 74 7.1.2.2. Market claims and transformations ............................................................................. 74 7.1.2.3. Buyer protection ......................................................................................................... 78 7.2. Issuer services ............................................................................................................................ 78 7.2.1. Overview of issuer services on the T2S platform ........................................................... 78 7.2.2. Titres au Porteur Identifiable (TPI) ................................................................................. 80 8. ESES Investor CSD offer .......................................... 81 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 2 9. Client readiness, migration and testing ..................... 83 9.1. Migration ..................................................................................................................................... 84 9.2. Testing ........................................................................................................................................ 84 Annex 1 - Overview of main ESES services and changes in relation to the T2S project .................... 87 Annex 2 - Overview of the future state of ESES settlement messages – Matching and Repo............ 92 Annex 3 - Overview of the future state of ESES settlement messages – Settlement ......................... 94 Annex 4 - Overview of the future state of ESES settlement messages – Payments........................... 96 Annex 5 - ESES – T2S messages life cycle ....................................................................................... 98 Annex 6 - Detailed CSDs and NCBs migration planning .................................................................. 100 Annex 7 - Future state of ESES documentation ............................................................................... 103 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 3 1. Introduction We are pleased to provide you with version 3.1 of the White paper, Adaptation of ESES CSD services to Target2-Securities. Since the last version, the Euroclear CSDs located in the Euro-zone have all signed the T2S Framework Agreement with the Eurosystem, hereby confirming their commitment to join the new platform. This version focuses entirely on the adaptation of ESES CSDs (Euroclear Belgium, Euroclear France and Euroclear Nederland). The ESES CSDs intend to migrate their settlement services to T2S in March 2016. This document represents the latest status of ESES adaptation plan, prior to the publication of the contractual documentation. This version is based on the latest version of the T2S documentation published by the Eurosystem. · User Requirements Document (URD) · General Functional Specifications (GFS) · User Detailed Functional Specifications (UDFS) This version includes changes and additional information essentially in the following areas: · mapping of ESES account structure with T2S · ESES T2S account naming conventions · connectivity options and services · project governance with ESES users · changes on auto-collateralisation in ESES · cross-border settlement outside T2S · allegement periods · processing of French and Belgian registered securities (BRN and BRS) · our documentation During the past months, we have been communicating on the ESES-T2S project, through dedicated presentations, documents and brochures. We have introduced dedicated governance for this project; with the creation of ad hoc users groups (please refer to section 1.2). We have also started a dedicated training program and will progressively adapt ESES contractual documentation. We intend to publish the main documents impacted by T2S as from the beginning of 2014. Please refer to section 9 for more details. Note This White paper is also relevant for participants in the Irish market who want to access the T2S platform. As the Euroclear UK & Ireland platform (which settles the Irish market transactions) will not join T2S, the Irish market has requested that Irish securities are made eligible on T2S via ESES Investor CSD offer described in section 8. The information herein is not contractual and is subject to changes as a result of our analysis, market requirements or changes in ESES or T2S platform function. In particular, the implementation of some functions depends on the acceptance of ongoing T2S change requests. Definitive features will be published before the launch of T2S, via new Detailed Service Descriptions, Data Dictionaries or updates to existing documentation. If you have any questions, please contact your Account Manager. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 4 1.1 Objective of the White paper The main objective of this White paper is to give a view of the impact of connecting to the T2S platform for users of the ESES platform. It serves the following purposes: · present the impact of reshaping the ESES platform as a result of connecting to the T2S platform · allow market participants to make their own decisions as to how they will connect to the T2S platform · help participants prepare for the changes required to operate on the T2S environment We will give ESES participants the choice to connect directly to the T2S platform for settlement services, or to maintain their current ESES connectivity configurations: · Participants who choose to connect directly to the T2S platform will be considered Directly Connected Participants, and will be referred to throughout this White paper as ‘DCPs’ · Participants that choose to maintain their current ESES connectivity configurations will be considered Indirectly Connected Participants, and will be referred to throughout this White paper as ‘ICPs’ For all services described in this White paper, we provide a view of the impact for both DCPs and ICPs, with the necessary detail to guide their decisions as to which connectivity route to choose. With regard to the way we will adapt our service offerings in relation to the T2S platform, we have attempted to find the right balance, in consideration of the following principles: · ensure the continuity of services (i.e. avoid service regression to the greatest possible extent) · minimise the impact of connecting to the T2S platform on the Euroclear service offerings, thereby minimising adaptation costs for participants · take advantage of the T2S functionalities, to maximise the benefit of connecting to the T2S platform · take advantage of the T2S project as a means of harmonising rules, in accordance with international standards and market practices · based on the above principles, minimise the additional cost of T2S for ESES and its participants These principles may occasionally be in conflict with each other. When this happens, we favour the optimal use of the T2S platform, and the resulting innovation, over continuity. This approach maximises the longer-term benefits of the T2S platform for participants and enables easier adaptation of the ESES platform to future T2S changes. It will, however, result in necessary changes for participants. Such changes have been highlighted in this White paper, where applicable. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 5 1.2 Project governance with ESES users We have implemented dedicated project governance with ESES users through the creation of three ad hoc instances: T2S National Coordination Committee The T2S National Coordination Committee has been set up in each ESES market and gathers cash and securities professionals to cover the ESES/T2S project both from the cash and the securities perspectives. The Committee is composed of the current members of the local Euroclear Market Advisory Committee and by several cash professionals (including the Chairman of the local T2 NUG and a National Central Bank (NCB) representative). Its main mission is to: · ensure efficient coordination of T2S migration among cash and securities businesses · follow-up readiness of local market infrastructures and intermediaries · coordinate the testing calendars between NCBs and CSDs participants This group started working in May 2013. ESES – T2S Users Group This ESES – T2S Users Group gathers product/business experts from the three ESES markets (including NCBs and the CCP), to address all service issues and evolutions in relation to adapting ESES platform to T2S. Another aim of this Group is to leverage and promote high market proximity with the ESES market in relation to the project. Its main mission is to oversee the detailed adaptation of ESES services to T2S (e.g. T2S harmonisation, account structure, connectivity). The Group is based on the existing ESES Users Forum and started working in May 2013. ESES – T2S Implementation Committee This ESES – T2S Implementation Committee gathers T2S project managers from clients in the three ESES markets. It will monitor client readiness and prepare the testing and migration process. This group will play a key role in the roll-out of the project and in preparing the best conditions for a successful migration. The Group will start working in 2014. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 6 2. Executive summary The three ESES CSDs signed the T2S Framework Agreement in June 2012 and plan to migrate their settlements services to T2S in March 2016. In relation to the T2S platform, the ESES CSDs will outsource matching and settlement services to T2S, but will continue to directly offer all custody and other services to their clients. We will provide ESES participants with the full benefits of the T2S platform, including: · harmonised matching and settlement rules and life cycles with all T2S counterparties · single settlement window · extended settlement and liquidity management services · single pool of liquidity and collateral · ability for clients to replace the multiple connections to European CSDs with a single connection via ESES (thanks to ESES acting as investor CSD) In this context, we will provide a single access point from the ESES platform to all T2S eligible securities. This involves: · the activation of Delivery Versus Payment (DVP) links with the other T2S connected CSDs thanks to the cross-CSD settlement feature of T2S · the provision of extended asset servicing on all securities ESES participants will be able to consolidate all assets holding and their activity relating to the securities of CSDs joining the T2S project, on the ESES platform. We will continue to offer the other ESES services, such as triparty collateral management, custody and issuer services and trade management. We intend to take advantage of the T2S platform in order to expand the scope of these services, as required by ESES participants. The connection to the T2S platform will, however, impact ESES participants. The extent of the impact is addressed throughout this White paper. The impact will vary according to the current setup of each participant and their connectivity. For details on the T2S impact on each ESES service offering, see Annex 1. 2.1. Connectivity · Each ESES participant will be given the choice of connecting directly to the T2S platform for settlement services only, or continuing to use the ESES platform as a single entry point for settlement, custody and other services. · Settlement will be accessible from the ESES platform via EuroclearConnect for STP, for ISO 15022-compliant and ISO 20022-compliant messages, or via the EuroclearConnect for screens and from the T2S platform via ISO 20022-compliant messages or the T2S screen. · ESES proprietary settlement messages will be discontinued. Proprietary messages will be kept for specific services such as SBI, TCN, BRN, TPI and FTT. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 7 2.2. Account structure The current ESES account structure will be maintained and mapped with T2S account structure components. Directly connected participants will have to adapt to T2S structure. Indirectly connected participants will have the option to continue to dialogue with the ESES CSDs using the current ESES account structure. 2.3. Matching and settlement · The T2S platform is expected to offer the same services as the ESES CSDs and will provide some new functions. · · Cross-CSD DVP settlement will be offered by the ESES platform. The French repo service will be discontinued. We have proposed an alternative to users of the service. · ESES pre-settlement services will be maintained (e.g. SBI, funds order routing). Related settlement will be routed through the T2S platform. Equally, the ESES Central Bank Money Triparty Collateral Management will be linked for settlement on the T2S platform. 2.4. Asset servicing · Corporate actions, whether on stocks or on flow, will continue to be processed on the ESES platform. · Settlement of corporate action related movements will be processed on the T2S platform, upon ESES CSDs instructions. · The classical ‘coupon’ payment procedure will be removed. · Significant harmonisation and standardisation of market practices are expected to take place in Belgium, France and the Netherlands before and while connecting to the T2S platform. 2.5. Issuer services Registration services (French BRN service, Belgian BRS service) will continue to be processed in the relevant ESES CSDs as they are today. The ESES platform will interact with the T2S platform to manage the settlement instructions related to registered securities. Other issuer services such as TPI (identifiable bearer securities) or the ESES Broadridge service (for shareholder meeting management) should not be impacted by T2S. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 8 3. Connectivity In a T2S environment, the ESES CSDs will introduce changes in the connectivity set up and new options to ESES participants. · For pure settlement services, ESES participants will have the choice of connecting directly to the T2S platform (DCP) or maintaining their current ESES connectivity configurations (ICP). · ESES proprietary settlement messages will be discontinued. Settlement will be accessible from the ESES platform via ISO 15022 compliant and or ISO 20022-compliant messages. · ESES participants opting for DCP will communicate with the T2S platform exclusively via ISO 20022-compliant messages. We will take the opportunity of joining the T2S project to decommission all ESES proprietary settlement messages and adopt ISO standards for settlement messaging. This decision was made, based on the following considerations: · full compliance for the ESES CSDs with the initiatives to remove Giovannini Barrier 1 · cost reduction for ESES participants, as they will be able to harmonise ESES messaging with other channels for which ISO-compliant messages are already used · maintaining proprietary messages would imply adaptation costs for participants, as such messages need significant revamping to become compliant with function on the T2S platform (e.g. hold/release, cross-CSD and the use SWIFT BICs) Some non -settlement messages, however, will remain available in proprietary format only, either because they have no ISO equivalent (e.g. BRN and TPI) or because there is no business case to move such messages towards ISO compliance (e.g. SBI). For an overview of the status of ESES settlement messages foreseen at the launch of the T2S platform, see Annexes 2, 3, 4 and 5 at the end of this White paper. 3.1. Connectivity options Difference between ICPs and DCPs All ESES participants will maintain their business, legal and operational relationships exclusively with their ESES CSDs whether they connect directly or indirectly to the T2S platform. ICPs clients do not connect directly to T2S but send their messages exclusively via the ESES platform and receive related reporting from the ESES platform only. The ESES CSDs will be responsible for managing the connection with T2S on their behalf. We will shield ICPs as much as possible from the connectivity impact inherent to the T2S project. DCPs are defined as parties that are capable to send and to receive messages directly to the T2S platform. According to their needs or to operate non settlement services, DCPs send also instructions to the ESES platform. They receive reporting from the T2S platform or from the ESES CSDs, depending on their subscriptions. In section 3.2, you can find a list of criteria that can be used to configure the connectivity set up (this can include, for example, the securities account number and ISO transaction code). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 9 DCPs will need to maintain a direct connection with their ESES CSDs, to access all services other than settlement services. Equally, even for settlement, DCP connectivity is neither exclusive nor definitive: the same party can decide to use both DCP and ICP channels, depending on the type of operation or its internal business lines. Figure 1: ICP and DCP connectivity Note: ESES participants wishing to become DCP were required to confirm their intention, in a nonbinding manner, to the CSD Steering Group (CSG) before 15 October 2013. Final confirmation is required one year before the start of community testing (scheduled for mid-September 2014 for the ESES markets (wave 2) but to be confirmed) Expressions of interest received after 15 October 2013 will only be considered for the next migration cycle, i.e. after the 4th wave in 2017. Figure 2: Service access – ICPs and DCPs White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 10 ESES direct connectivity EuroClearConnect for STP Proprietar y Settlement Payment Custody messages SBI trade confirmation Money Market Instruments (TCN) Registered securities TPI Funds order routing Triparty collateral management EuroclearConnect for Screens ISO 15022 ISO 20222 • • • • • • • • • • • • • • • • • Direct connectivity T2S T2S platform scree n ISO 20022 • • • • • •1 •2 Table 1: Overview of connectivity means that will be offered for main ESES services 3.1.1. ESES Connectivity offer – ICPs ICPs will interact with the T2S platform only via the ESES platform. ICPs will therefore have a single entry point for all their activity, whether taking place on T2S or with ESES, for both settlement and other services, including value-added services. ICPs can communicate via: · EuroclearConnect3 for STP using ISO 15022- or ISO 20022-compliant messages for settlement and ISO 15022-compliant messages for corporate actions. Some services will continue to use existing proprietary format · EuroclearConnect for Screens EuroclearConnect for STP We intend to give ICPs access to almost all ISO 20022-compliant messages available on the T2S platform, from the current EuroclearConnect for STP platform. Current ESES ISO 15022-compliant messages will be maintained. However, their format will be adapted, to take into account the new features of T2S. In addition, some new ISO 15022-compliant messages will be introduced, to ensure full coverage of T2S functionality. For an overview on the impact of settlement messages, see Annexes 2, 3, 4 and 5. 1 Dedicated browser Dedicated browser 3 EuroclearConnect is the brand name for ESES connectivity means. 2 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 11 To limit the adaptation costs for all ICPs, whether using ISO 15022 or ISO 20022-compliant messages, we will: · offer the option of keeping some elements of the current ESES party and account structure · maintain the concept of routing code which is currently available in ESES settlement (such as the participant code, sub account, account nature, collateral indicator (ICPG)) proprietary messages; this facility will be implemented for ISO15022 and ISO20022 messages Alternatively, ICPs (particularly those who intend to be DCPs as well), can use ISO 20022-compliant messages in full T2S format. With regard to the STP channel, we will continue to offer an access through current network providers: · SWIFT (FIN, TDA, Interact or File Act) · BT (BT/Radianz MQ, BT/Radianz FT) EuroclearConnect for Screens EuroclearConnect for Screens will be modified to offer clients with an access to their T2S activity in real time. This will include the following functions: · matching and settlement instruction input, maintenance instructions4 and associated reporting · security balance monitoring · liquidity messages and purchasing power monitoring The access to EuroclearConnect for Screens can be subscribed by any client regardless of the connectivity used for STP messages (i.e. a client which is directly connected for its STP messages can have access to the EuroclearConnect for Screens to monitor its activity in T2S). This can be done as the ESES CSDs will receive real time copies of applicable inbound and status messages. New functionality offered on the T2S platform, such as management of priorities, linking or cross-CSD instructions will also be accessible from EuroclearConnect for Screens. Consultation tools will be upgraded to cover the larger scope of T2S securities and counterparties. Other ESES CSDs services, such as corporate actions input and reporting or TCN issuance, will continue as well to be offered from EuroclearConnect for Screens. We will continue to offer an access through: · Public internet · SWIFT · BT/Radianz Management of copies and duplicates We will maintain the extensive functionalities already offered by EuroclearConnect that allow clients to have copies of their messages sent to third parties. In addition, ICPs will have the option to select the format of the copy (ISO 15022/ISO 20022) regardless of the original message. Just like today, the ESES CSDs may send duplicate messages if the receiver of a message wants it to be sent again. 4 Maintenance refers to modification or cancellation instructions. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 12 3.1.2. ESES connectivity offer – DCPs DCPs can communicate with the T2S platform via: · T2S STP channel: this connectivity solution will provide access to the majority of T2S functionality, including the use of ISO 20022-compliant messaging: ◦ sending settlement instructions to the T2S platform and receiving reports ◦ querying the T2S platform ◦ liquidity management and cash account monitoring · T2S screen: will provide an access to the complete T2S functionality, including all those offered in STP mode Requirements for direct connectivity · Contracts: DCPs must have a contractual relationship with the CSD. There will be no contractual relationship between DCPs and T2S/Eurosystem. DCPs must also select and have a contract with a Network Provider for its connection to the T2S platform. · Becoming a DCP: ESES participants wishing to become DCP have confirmed their intention before 15 October 2013. This allows the Eurosystem and the ESES CSDs to prepare their respective testing plans. · Certification and testing: DCPs must obtain ECB certification to ensure that they are technically able to send messages to T2S without harming the platform. This certification is received once and is valid for all CSDs. In addition, DCPs will have to follow the standard certification and testing process defined by each CSD in which they want to act as a DCP. See section 9.2 regarding testing. · ISO 20022: DCPs must comply with ISO 20022-compliant message formats for STP connectivity. · DCP compliance: the activity flowing through direct connectivity must be DCP-compliant (i.e. when the end-to-end process does not require direct interaction between the DCP and the CSD). DCPs will still need access to the CSDs system for non-settlement purposes. · Network solutions: DCPs have to decide between the two Network Providers for Value Added Network (VAN) for the connectivity solution: ◦ SWIFT ◦ SIA / Colt For settlement services, the ESES CSDs will remain the single point of contact for operational support, issues and incident management. On a day- to-day basis, there will not be interaction between DCPs and the T2S operator, except in case of technical connectivity problems: a business continuity procedure will be in place through which the DCP may contact the T2S Operator. Management of copies and duplicates The T2S platform can, upon subscription, send copies of messages. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 13 This feature can be used by DCPs to have copies of their sent or received messages to third parties of their choice. In addition, in order to process some services or to implement some controls, the ESES CSDs will receive copies of messages sent by DCPs to T2S or status messages sent by T2S to DCPs. The scope of relevant messages is under definition. Upon request from the DCP client or from the ESES CSD, T2S can send duplicates of messages already sent. 3.2. Subscriptions and users management The ESES CSDs will be in charge of creating the necessary authorisations, privileges and subscriptions for both ICPs and DCPs to connect to the T2S platform, for settlement activities. NCBs will have the same responsibility for liquidity management aspects. Two different profiles can be established in T2S: · Read-only direct access to T2S – for reporting and querying · Full access – for sending instructions, reporting and querying T2S will offer flexibility in terms of access and reporting options. Subscriptions for reporting can be based on different value criteria (i.e. set of data to be present in the message and conditions to be fulfilled for the message to be sent by T2S). The possible criteria are the following: · Message type · Instruction type · Instruction status · Party (as account owner or receiving/delivering party or CSD, etc. depending on message type) · Securities account · Cash account · ISIN · Currency of instruction · Already Matched flag · ISO transaction code The ESES CSDs will: · define a default profile and reporting options that replicate current standard ESES setups for both ICPs and DCPs · offer the flexibility to subscribe to customised profiles and reporting options, under specific conditions that will be defined in the relevant ESES Detailed Service Descriptions It is important to note that the ECB has set up some limitations in the use of this flexibility: the maximum number of different sets of combined criteria that can be configured cannot exceed 1500 per CSD. Just like today, the ESES CSDs will allow clients to grant access for instructing their settlement instructions by other parties, by means of a Power of Attorney to, for example, Central Counterparties (CCPs). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 14 ICP service offering The members that will opt for indirect connectivity will have their accesses and user profiles set up on the ESES platform, as today, by their ESES CSDs. Therefore, the user and profile management on T2S is transparent for them. However, they can be granted access to the T2S screen, in addition to EuroclearConnect access. Routing code The routing code allows the ESES participants to specify by default or explicitly in the settlement instruction the address where the reporting for this instruction must be sent. This facility is available today in ESES proprietary settlement messages. This service will be maintained and improved within T2S and will be implemented in all the ISO15022 and ISO20022 messages sent by ICPs. A default value will be set up and used when the settlement instruction does not include any routing code. Unlike today, where the choice of routing code is available only for SLAB matching instructions, this facility will be offered for any kind of instruction sent by the participant. For certain settlement messages generated by the CSD only (such as market claims, corporate actions) or by T2S platform only (such as auto-collateralisation), the ICPs will have the possibility to specify a dedicated routing code. Based on the original ISO transaction code, the ESES CSD will route the settlement reporting to the appropriate address defined by the client. DCP service offering Each ESES CSD will define a standard user profile on the T2S platform for DCP access to both the T2S network and T2S screen, and create a DCP administrator profile for each DCP. The administrator profile will grant a number of access rights to users, and will give them the ability to amend and update certain features. The access rights will be limited, to ensure that DCPs cannot perform operations on the T2S platform that are not covered by the contractual and service arrangements between us and the DCP. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 15 4. Reference data This section describes how core reference data will be managed by the ESES CSDs in relation to the T2S project and in comparison with the way it is managed today. We will only address data needed for the correct processing of settlement instructions (i.e. account structure, securities, parties and cash accounts). Other data, such as that required to process corporate actions, are not impacted. 4.1. Account structure The ESES system and the T2S platform have different account structures. Both allow participants to segregate their holdings in several sub-positions (ESES sub accounts or T2S accounts / restricted balances). However, there are some specific components in the ESES account structure (e.g. account natures and collateral indicators) that have no identical equivalent on the T2S platform. The T2S account structure includes a layer for the CSD (which is implicit in the ESES CSDs). ESES T2S CSD (SWIFT BIC) Institution code Party (SWIFT BIC) Sub-account Account Nature (NDC) Account Collateral indicator (ICPG) Earmarked balance Table 2: ESES and T2S account structures We intend to maintain the same account structure as today, in order to continue to offer the same level of safety and flexibility to account holders and meet the business and legal requirements that are behind the current account structure. In particular, the ESES multi-jurisdictional model will be maintained. Therefore, each ESES security will continue to be assigned a single CSD of reference. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 16 The following table summarises how we will map current ESES account structures to the T2S platform: ESES account structure component Description Size T2S equivalent How will it be mapped to the T2S account structure Size Institution code The identifier of the Party 11N SWIFT BIC 11 of CSD + SWIFT BIC 11 of the party the SWIFT BIC 11 of the party, in combination with the SWIFT BIC 11 of the CSD 11AN + 11AN The same SWIFT BIC 11 of the party can be used across all CSDs. Type of Sub-account + Sub account Segregated account opened by the party 2AN + 23AN Account Each ESES sub-account will be mapped with one segregated T2S account per CSD 35AN Account Nature (NDC) Feature that specifies the legal nature of the holding or the usage of the securities 3N Account This concept does not exist in T2S. Each account nature (including default ‘Ordinary securities’) will be mapped with a specific T2S account per CSD. We will attach to the account a specific Market Specific Attribute (MSA) in T2S data base to reflect the relevant account nature. The specific checks made by ESES in relation to the account nature will be replicated through the use of Market Specific Restriction Type (MSRT) section 5.1.1.3. paragraph Additional controls set by the ESES CSD part of the above size 35AN ICPG Collateral indicator 1N Earmarked balance The participant will manage the autocollateralisation usage as a sub-position of its account (earmarked balance): - AWAS for non-collateralised holdings (ICPG 0) 4AN - EXXX for holdings eligible for autocollateralisation (ICPG 3) Table 3: Mapping ESES to T2S account structure The main impact of moving from the ESES account structure to the T2S account structure can be summarised as follows: · For ICPs, we will offer the option of managing the account structure using the legacy structure. We will convert this data when communicating with T2S, so as to shield clients from any impact. · For DCPs, or for ICPs opting for T2S account structure, the following impact is expected: ◦ ESES single operational account will be translated into up to three T2S accounts. In the ESES account structure, account details can be identical across the three ESES CSDs. In the T2S account structure, only the SWIFT BIC 11 of the party can be used across CSDs, whereas account numbers must be specific per CSD. Multiple T2S accounts will replace ESES specific account structure components (sub-accounts, account nature and potentially ICPG). These account numbers will be specific per CSD T2S accounts naming convention The CSDs joining T2S have agreed on a common high-level structure for naming the T2S securities account. On the ground of this high-level structure, each CSD has defined a detailed structure for the community of its clients. High level structure White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 17 · 4 first digits = the BIC4 of the CSD · subsequent 31 digits: free text / 31 characters to be defined by the CSD with its clients Figure 3: Structure of securities account in T2S Following consultation with the ESES markets, via the ESES T2S User Group, we have defined the following structure for the ESES CSDs: Type The BIC4 of the ESES CSDs The ESES party BIC 11 The Account Nature (NDC) The sub-account type The sub-account number Total Length 4AN 11AN 3N 2AN 15AN (max) 35AN White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 18 The following example illustrates the mapping of an ESES account structure to the T2S account structure, for a participant that accesses the three ESES CSDs through a single operational securities account. ESES account structure Institution code Subaccount 5555 L1 0 5555 Account nature 000 Ordinary securities L1 0 000 Ordinary securities Mapping to T2S account structure ICPG 0 6 3 CSD SWIFT BIC5 SWIFT BIC Account Earmarking restriction type ESESBEBBXXX ABCDEFGHXXX CIKBABCDE FGHXXX000 L10 Deliverable (AWAS) ESESFRPPT2X ABCDEFGHXXX SICVABCDE FGHXXX000 L10 Deliverable (AWAS) ESESNL2AXXX ABCDEFGHXXX NECIABCDE FGHXXX000 L10 Deliverable (AWAS) ESESBEBBXXX ABCDEFGHXXX CIKBABCDE FGHXXX000 L10 Autocollateralisation (EXXX) ESESFRPPT2X ABCDEFGHXXX SICVABCDE FGHXXX000 L10 Autocollateralisation (EXXX) ESESNL2AXXX ABCDEFGHXXX NECIABCDE FGHXXX000 L10 Autocollateralisation (EXXX) 5555 L1 0 001 Administered registered securities7 0 ESESFRPPT2X ABCDEFGHXXX SICVABCDE FGHXXX001 L10 Deliverable (AWAS) 5555 L1 0 0 ESESBEBBXXX ABCDEFGHXXX CIKBABCDE FGHXXX104 L10 Deliverable (AWAS) 5555 L1 0 104 Specific NOMS for Belgian registered securities8 106 Securities exchange account 0 ESESNL2AXXX ABCDEFGHXXX NECIABCDE FGHXXX106 L10 Deliverable (AWAS) 5555 LM 235 0 ESESBEBBXXX ABCDEFGHXXX CIKBABCDE FGHXXX000 LM235 Deliverable (AWAS) ESESFRPPT2X ABCDEFGHXXX SICVABCDE FGHXXX000 LM235 Deliverable (AWAS) ESESNL2AXXX ABCDEFGHXXX NECIABCDE FGHXXX000 LM235 Deliverable (AWAS) 000 Ordinary shares Table 4: Example of mapping ESES to T2S account structure We intend to reduce the number of Account Natures (currently almost 100) on or before the launch of T2S, in line with the proposals made by a dedicated marketplace working group in France in 2012. Impact of ESES account structure for T2S counterparties of ESES clients 5 The BIC4 and CSDs BICs shown in this example are illustrative; actual BICs and BIC4 will be confirmed in relevant DSDs. 6 Auto-collateralisation is currently only available in Euroclear France. Following the local NCBs’ decision, it should also be extended to Euroclear Nederland at the time of the launch of T2S. 7 This account nature is specific to the relevant ESES CSD. It should remain with T2S. 8 Idem White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 19 In most cases, the account structure of ESES participants on the T2S platform should have little or no impact on counterparties, independently if they are ICP or DCP, meaning that except for mandatory matching criteria (CSD + SWIFT BIC of the participant), ESES counterparties (in the ESES CSDs or in other CSDs) will not need to know all of the details of the accounts opened by the ESES participant. The two following elements, however, could influence counterparties: · the T2S account number is an optional matching criterion (matching is needed if the two counterparties have specifically input the account). The aim is to reduce the instances of cross-matching. If the market practice evolves towards the T2S account number becoming a matching criterion, there is a risk of increased complexity for ESES counterparties, as they will need to know all market specific accounts opened by ESES participants · as a consequence of the ESES multi-jurisdictional model, each ESES security will continue to be eligible on the T2S platform only in a single CSD of reference. As the CSD is a matching criterion on the T2S platform, the ESES counterparties on the T2S platform will have to identify and populate the ESES CSD of reference linked to the security For further detail on the matching process and matching criteria, see section 5.1.1. ‘Validation and matching’. 4.2. Parties and securities accounts The ESES CSDs will be in charge of creating parties and securities accounts in the T2S database, for all ESES participants, regardless of whether they are directly or indirectly connected. Parties are identified on the T2S platform by means of a SWIFT BIC 11, in combination with the SWIFT BIC 11 of the CSD(s) of which they are a member. Consequently, ESES participants will need to use a SWIFT BIC 11 to be set up correctly on the T2S platform. Some members may need to use several SWIFT BICs. At the level of the ESES CSDs, the party will be linked to the institution code. In order to have business continuity and to benefit from the same granularity as in the ESES CSDs today, we recommend ESES participants to set up one BIC11 for each current ESES party account. Securities accounts on the T2S platform are linked to a single party. A party can have several securities accounts linked to it. Securities account numbers are defined by the CSD, at the opening request according to standard rules defined in section 4.1. When opening a securities account the ESES CSD will specify which types of balances are allowed: · only credit or zero balances or · credit, debit and zero balances White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 20 The ESES CSDs can allocate some additional specific parameters, called Market Specific Attributes (MSAs) to parties and accounts. We will use this additional data to perform some validation checks on the T2S platform, for example to check some management rules linked to the profile of the party or the account. If allocated to parties, MSAs will subsequently be applicable to the party and all underlying accounts. An example of such additional data is the account nature linked to the securities account (e.g. bearer and registered). 4.3. Securities data CSDs will be in charge of the creation of securities in the T2S database. For each security eligible in T2S, there is a single CSD which takes the role of SME (System Maintaining Entity). The SME is in charge of creating and maintaining the data for this security for the whole T2S community. · For a security issued in T2S, the SME will be the issuer CSD. · In the case of a foreign security issued outside T2S, there will be one or several CSDs in T2S, the technical issuer CSDs that accept this security via a direct or a relayed link with the issuer CSD outside T2S. In such a case, the SME will be the technical issuer CSD (or one of them only, if there are many9). Data required by the T2S platform is limited to a number of basic elements that are common to all CSDs. In addition, CSDs can add new elements in the form of MSAs ('Market Specific Attributes), to be able to perform additional validations for country or service specific items, on T2S rather than on their legacy systems. We intend to use this feature to perform all validations on the T2S platform, to facilitate cross-CSD settlement and direct connectivity. Examples of such additional data include legal form or the category of securities. In the context of ESES adaptation to T2S, we will be prepared to accept a maximum number of securities as issuer CSD, investor CSD or technical issuer to cover the largest scope of T2S eligible securities and to offer the required asset servicing. Nevertheless, there could be some exceptions. In particular, we will not accept securities in face amount (FMT) with a Deviating Settlement Unit (DSU): i.e. securities which settlement amount defined in T2S securities database is not a multiple of the nominal. 4.4. Dedicated cash accounts As far as payments are concerned, ESES participants will choose one of the following statuses: · payment bank, corresponding to the ESES status of settlement bank. As in ESES today, a payment bank can: ◦ use its own RTGS account for a T2S-eligible currency or ◦ use the RTGS account of another payment bank (an agent), while having full control of cash on the T2S platform. · payment bank client, corresponding to the ESES status of settlement bank client, which fully outsources cash management to a payment bank Please note that unlike in the current ESES situation, the auto-collateralisation mechanism will only be available for payment banks linked to their own RTGS account. This would be a change to the 9 The detailed criteria to select the SME for non-T2S securities will be defined jointly by the CSDs before the launch. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 21 current auto-collateralisation mechanism which is open to all payment banks, including to those which operate DCAs not linked to their own RTGS account10. Cash balances in central bank money will be held by payment banks on the T2S platform within Dedicated Cash Accounts (DCAs). These accounts will include both the liquidity generated from the auto-collateralisation process and the cash resulting from settlement, corporate actions or liquidity transfers. In T2S, a securities account is always linked to a T2S DCA via a Credit Memorandum Balance (CMB). A CMB is a tool T2S uses to track the provision of credit from a central bank to a payment bank (for central bank collateralisation) and from a payment bank to their clients. A payment bank may authorise one or more of its clients to use its own DCA for the settlement of their instructions. Each DCA is linked to one CMB related to the payment bank holding the DCA and, possibly, to one CMB for each client authorised to use the payment bank's DCA for settlement of the cash leg of its settlement instructions. NCBs will be in charge of creating DCAs for payment banks in the T2S database. Unlike ESES, where the DCA is linked to the party level (institution code), DCAs will be linked in T2S to the securities account level. Each DCA will be allocated a specific number on the T2S platform. Each party can open several DCAs for each securities account, in which case, a default DCA is defined per currency. Settlement is operated in the default DCA unless a specific DCA is mentioned in the settlement instruction. We will offer ESES participants the option to designate a specific DCA for the use of corporate actions (income payments). CSDs will be in charge of creating links between securities accounts and DCAs in the T2S database. Figure 4: Link between securities and cash accounts Each DCA will be linked to a RTGS account with an NCB in the relevant RTGS payment system (e.g. TARGET2). For auto-collateralisation purposes, each DCA can only be linked with a single NCB receiving account. The same DCA can be used for the settlement of transactions in various securities accounts and in various CSDs. 10 Please note that there is an ongoing change request which may modify the conditions to access the autocollateralisation for payment banks. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 22 5. Settlement This section covers all settlement and settlement-related services, as they will be offered by the ESES CSDs on the T2S platform. ESES matching and settlement services will be fully outsourced to the T2S platform. These services will be the ones that are the most impacted by the T2S project. In most cases, new T2S features will replace current ESES functions. In this section, we will: · provide an overview on how matching and settlement services will be impacted by the T2S project. · describe how liquidity management and cross-CSD settlement will be operated by the T2S platform · highlight the impact of the T2S project on issuance, primary market operations and on presettlement services For each service, we will highlight how it is impacted by the T2S project, point out the differences with current ESES processing, and indicate whether or not we anticipate any service level differences for DCPs and ICPs. 5.1. Lean T2S settlement 5.1.1. Validation and matching To efficiently reshape the ESES platform, matching will be fully outsourced to the T2S platform. To that extent, the current ESES SLAB matching system will be discontinued and replaced by the T2S matching system. The T2S matching system follows similar workflows to those of the ESES SLAB matching system. · Two counterparties send buy and sell instructions · Allegement messages are sent to the counterparty for unmatched transactions · The system compares the two instructions according to standard matching criteria · Matched transactions are candidates for settlement As a result of the discontinuation of the SLAB matching system, and in line with discussions held with the market, the ‘Pension Livree’ repo mechanism will no longer be available to ESES clients. For more details, see section 5.5.5. – ‘Bilateral repos’. 5.1.1.1. Access to T2S matching system ESES ICPs will either send matching instructions from EuroclearConnect for Screens, or by sending ISO 15022- or ISO 20022-compliant messages to the ESES platform. ESES matching proprietary messages will be discontinued. DCPs will communicate with the T2S matching system via ISO 20022-compliant messages or the relevant T2S screens. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 23 Matching will be available to both ICPs and DCPs, in any of the following configurations. Figure 5: Possible matching configurations 5.1.1.2. Type of instructions The T2S matching system will accommodate the following types of instructions. As a new feature for ESES participants, ‘Delivery with payment’ instructions and ‘cash only’ instructions can be input by all participants, whereas today they can only be input for CCPs or for some corporate actions. Instruction Definition Free of payment (FOP)/Deliver free of payment (DFP)/Receive free of payment (RFP) Delivery/Receipt of securities without payment being made Deliver Versus Payment (DVP)/Receive Versus Payment (RVP) Exchange of securities against cash Payment free of delivery (PFOD) or ‘cash only’ Exchange of cash without the delivery of securities Deliver With Payment (DWP)/Receive With Payment (RWP) Delivery/Receipt of cash and securities from one party to another Table 5: Transaction types in T2S White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 24 5.1.1.3. Validation Technical validation At the receipt of a settlement instruction and before the business validation, T2S processes a technical check which includes: · sender authentication and decryption · duplicate check validation (no active instruction from the same instructing party with the same T2S Actor’ instruction reference) · privilege check validation (the T2S system user has the relevant privileges to send the corresponding instruction) Business validation The T2S business validation processes will ensure that all incoming instructions are valid at the time they are received by the T2S platform. These checks will be either: · the basic controls that are common to all CSDs participating to T2S · the additional controls that will be set up specifically by the ESES CSDs (e.g. related to account natures, registration or issuance) To the extent that it is possible, the ESES CSDs will outsource the basic and the additional settlement validations to the T2S platform, even for transactions received from ICP clients. As a result, rejections will be reported to ICPs, using T2S reason codes. T2S will validate transactions vis-à-vis reference data on the intended settlement date only, whereas ESES validates on the trade date and intended settlement date. Additional controls set by the ESES CSDs In the context of ESES adaptation to T2S, we intend to implement in T2S a number of controls or processes which are currently performed by ESES system, through the creation of dedicated rules. These controls or processes are needed for: · regulatory reasons (e.g. because of the legal features of the security or of the party), · security and integrity reasons (to ensure that various components of a settlement instruction are consistent among themselves) · service reasons: to apply some processes which are needed to offer CSDs services which are not in the scope of T2S lean settlement T2S rule-based model provides CSDs with tools that allow them to decentralise these controls, for example: · Market Specific Restrictions Types (MSRT) · Market Specific Attributes (MSA) · CSD validation hold White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 25 In particular, the ESES CSDs will set up a number of MSAs to complement T2S data base with specific ESES attributes needed to perform these additional controls. These MSAs will relate to 3 components: · securities · parties · securities accounts The number of rules and market specific attributes that each CSD is authorised to create is limited: · the number of Market-Specific Attributes (MSAs) to be used is limited to 10 per CSD · the number of rules (restriction types) for system configuration is limited to 5000 per CSD Revalidation process A revalidation process is triggered on all recycled instructions at the start of day or when there is a change in the static data, in order to check that these instructions are still valid. If a pending instruction does not pass the revalidation, T2S cancels the instruction and informs the participant. However, T2S does not apply the revalidation process when there is a change in business rules set by the CSD (Market specific restrictions) unless a new CSD rule is created. In such case, manual cancellation should be processed. 5.1.1.4. Matching rules This section compares the main matching rules on the T2S platform and the ESES platform. Mandatory matching Unlike on the ESES platform, free of payment without matching (‘dumps’) will no longer be authorised on the T2S platform. The following are exceptions to this rule: · transfers between the accounts of the same party · already matched instructions sent by a party that has the required authorisation of the accounts (e.g. CSD or CCP) of both counterparties. This will be limited to intra-CSD transactions. In all cases, matching will be required for cross-CSD transactions We will implement a solution for FOP without matching dedicated to ICPs, see section 5.5.4. Matching criteria Matching rules that will apply are those defined by the T2S platform, regardless of the configuration of the party (i.e. matching criteria will be the same for both DCPs and ICPs). The matching criteria are compliant with the European Central Securities Depositories Association (ECSDA) and the European Securities Forum (ESF) matching standards. Most of the matching criteria are similar to those currently used in the ESES SLAB sub-system. As such, no major impact is foreseen from a client perspective. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 26 Matching criteria Current ESES With T2S Delivering Party • • Receiving Party • • CSD of the Delivering Party N/A • CSD of the Receiving Party N/A • ISIN • • Trade date • • Intended settlement date • • Settlement quantity •11 • Currency • •12 Settlement amount • •13 Credit/Debit N/A •14 Payment type N/A • 15 • Mandatory matching fields Securities movement type • Instruction type • Reversing-entry indicator16 • Additional matching fields (mandatory matching as soon as one party has input the field) Opt-out ISO transaction condition indicator17 • CUM/EX indicator18 • Optional matching fields (mandatory matching only if the two parties have input the field- matching against blank allowed) Common trade reference • Client of delivering CSD participant • (client reference) • Client of receiving CSD participant • (client reference) • Securities account of the delivering party • Securities account of the receiving party • Table 6: ESES/T2S matching criteria gap analysis Matching tolerance A matching tolerance is the maximum difference authorised between the cash amounts input by the seller and the buyer in settlement instructions. This principle currently exists on the ESES platform, and will apply on the T2S platform, with slightly different conditions. Matching tolerance Current ESES With T2S EUR 2 EUR 2 (if settlement amount is less 11 Two separate matching criteria on the ESES platform (i.e. ‘expression of the quantity’ and ‘quantity of securities traded’) will be covered in a unique matching criterion on the T2S platform. 12 Only a matching criterion for DVP and DWP instructions. 13 Idem 14 Idem 15 The current ESES matching criterion is ‘purchase/sale codes’, used in RGV proprietary format messaging only. 16 The ‘reversing entry indicator’ informs the counterpart that the settlement instruction is the reversal of a former settlement instruction. 17 Opt-out: counterparties in the underlying transaction may choose to ‘opt-out’ of the transaction management process if they want to indicate that no market claims and transformations at all should apply on a given transaction 18 Cum/ex: counterparties in the underlying transaction may choose to include the ex/cum indicator only if they want to deviate from the standard market claim procedure, as described in the CAJWG standards. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 27 EUR 25 (for repo instructions ‘Pension Livrée’) than or equal to EUR 100.000) EUR 25 (if settlement amount is greater than EUR 100.000) Table 7: Matching tolerance in EUR Additional matching period The additional matching period defines the period following the intended settlement date of an unmatched transaction, during which it still has a chance to match and settle. After that period, the unmatched instructions are automatically cancelled. Additional matching period Current ESES With T2S Per instruction type (0, 5 or 10 days) 20 days after ISD or the last status change Table 8a: Additional matching period Allegement Similar to today in the ESES CSDs: · T2S sends an allegement to the counterparty of an unmatched transaction to alert them that a matching instruction is required on their side · the allegement message is cancelled or removed when it is no longer needed for the counterparty For more details, see section 5.1.1.5. Cancellation Similar to today in ESES: · unmatched transactions can be cancelled unilaterally · cancellation of matched transactions must be bilaterally requested Note: the senders of instructions that are already submitted as ‘already matched’ can cancel the instructions themselves. 5.1.1.5 Reporting Upon the receipt of instruction, relevant reporting will be sent to the relevant parties, whether ICPs or DCPs. This will include: · an ‘Accepted’ or ‘Rejected’ Securities Settlement Transaction Status Advice · a ‘Matched’ Securities Settlement Transaction Status Advice, in real time · an allegement message to be sent to the counterparty if the instruction is not matched White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 28 The allegement message will be sent: Timing I > SD-1 I = SD-1 Current ESES 2h 20 min until SD noon I = SD 1 min after noon T2S 1h until SD 13:00 (1-hour delay period from the first unsuccessful matching attempt) Real time after 13:00 (from 5-hour delay period measured backwards from 18:00 (the FOP cut-off time)) I = Date of issuance of matching instruction SD = Intended settlement date Table 8b: Allegement periods Instead of subscribing to individual allegement messages, the participant can subscribe to receive the Statement of Settlement Allegements report. This report includes details of all transactions that its counterparties have alleged against it on a settlement day. The report can be generated at a specific time or upon the occurrence of specific event(s). Cancellation/removal of allegements As it is today on the ESES platform, based on the messages subscription, an allegement message can be removed or cancelled after it has been sent to the counterparty of an unmatched transaction. · If an unmatched instruction is cancelled, the counterparty receives an advice that the allegement is cancelled. · In case the counterparty sends its corresponding instruction and if both instructions match, the counterparty receives an advice that the allegement is removed. 5.1.2. Settlement and operational day T2S provides free of payment and DVP book-entry settlement services that follow most of the ESES principles: · Central Bank Money settlement · integrated model by which securities accounts and cash positions in central bank money are held within the same settlement platform · auto-collateralisation mechanism · overnight batch settlement and daytime real-time settlement · real-time exchanges with TARGET2 T2S settlement is built as a multi-currency platform open to the Eurozone NCBs and to any other NCB that has signed a currency participation agreement with T2S. Nevertheless at the launch of the platform, only euro currency will be eligible. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 29 5.1.2.1. T2S Operational day This section describes the main features of T2S operational day and T2S settlement reporting. In the framework of T2S, the ESES operational day will be amended to cope with the new timing, deadlines and milestones that will be triggered on the T2S platform. The T2S accounting day will be considered the Master day. As a result, the timings related to matching and settlement activity will be aligned with T2S timings, while other timings, related either to added value settlement services or custody services offered by ESES, might be modified to fit within this new framework. Operational day generic framework Note: all times mentioned are in Central European Time (CET). The main characteristics and sequences used within the T2S operational day take place in the following order: 1. 2. 3. Operational day value S will start on the T2S platform around 18:45 on S-1 Start-of-day processing Night-time settlement period: - first night time starts around 19:30 - last night time starts around 21:45 4. Maintenance window from 03:00 to 05:00 5. Real-time settlement period: - starts before 03:00 or at 05:00 depending on T2S reception of notification status - real time settlement closure at 16:00 6. End-of-day processing at 18:00 The following figure provides a high level overview of the main exchanges between the ESES platform and the T2S platform. Figure 6: Interaction between ESES and T2S platforms During each window and period, some specific flows and exchange of information will be performed. These timings are indicative. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 30 Main impact Due to the changes that will arise from the new timings set by the T2S platform and the various exchanges between the ESES platform and the T2S platform, some of the key milestones of the current ESES operational day will be modified. Each window and period can include sub-cycles or sub-sequences that can be used for numerous reasons, such as: · increasing settlement efficiency · cut-off processing · partial settlement processing · prioritisation The following table summarises the new timing of the main milestones of the accounting day for the settlement processes that will be directly processed on the T2S platform. Deadlines/events Current timeline on the ESES platform Future ESES timeline with T2S Start of day 20:00 - 20:30 18:45 - 19:30 Night-time sequence 20:30 - 22:30 19:30 - 03:00 Overnight real-time settlement 22:30 - 03:00 N/A19 Maintenance window 03:00 - 05:00 03:00 - 05:00 Real-time settlement window 05:00 - 16:00 05:00 - 16:00 Optional sweep 07:00 Between 17:00 and 17:40 Partial settlement windows 5 windows: - Overnight batch - 05:00 - 09:40 - 12:15 - 14:10 3 windows: - Overnight batch - 14:00 (with deactivation at 14:15) - 15:45 (with deactivation at 16:00) DVP cut-off 16:00 16:00 Additional matched FOP between parties 16:00 - 17:00 16:00 - 18:00 Additional CBO (Central Bank Operations) window 16:00 - 18:20 16:00 - 17:40 BATM, intra-day FOP trades, securities restriction cut-off 17:30 Mandatory end-of-day sweeps 16:30 and 17:20 17:45 - 18:00 End-of-day process 18:20 18:00 Table 9: Main core settlement deadlines/events timing gap analysis 19 If the NTS ends before 03:00, an additional window for real-time settlement will begin as of the end of the NTS window. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 31 The following table shows the new timing of corporate actions milestones that will be processed on the ESES platform: Deadlines/events Current timeline on the ESES platform Future ESES timeline with T2S Corporate action processing 20:30 19:15 Market claims and transformations Real time Hourly batch: - from end of day to maintenance window - then from opening of the real-time settlement window, up to 18:00 Deadline for direct payment SPA release mechanism 15:45 15:45 Deadline for corporate action reversals (i.e. cancellations or reverse movements) 15:45 15:45 Table 10: Corporate actions deadlines/events timing gap analysis Note: all of the timings indicated in this section are only indicative and will be confirmed in the relevant Detailed Service Description. Fails recycling At the end of each settlement day, failed instructions are recycled for a period of time known as the ‘recycling period’. The T2S recycling period will be unlimited, whereas in ESES it varies according to the movement type code. Fails can only be cancelled bilaterally by the two counterparts or by the CSD. Recycling period Current ESES With T2S 10 days for standard matched DVP/FOP 30 days for SBI transactions 0, 2 or 5 days depending on the instruction type Unlimited Table 11: Recycling period 5.1.2.2. Settlement reporting Today, the ESES overnight reporting is sent to clients between 21:15 and 22:30 and the daytime reporting is sent in real time. In T2S, during the overnight process, settlement results are provided by files sent after each sequence of the overnight batch cycle. This means that several reports can be received. During the day, reporting is sent in real time. For DCPs, settlement results are reported on a subscription basis to the party indicated as the subscriber. For ICPs, in line with current ESES processing, we will provide settlement results after the overnight batch at once and in real time during the day. For ICPs, we will send the overnight reporting: · before 03:00 if we receive the T2S status notification related to the start of Real-time Settlement or · by 03:00, at the latest, when we receive the T2S status notification related to the maintenance window White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 32 5.1.3. Settlement instruction management The T2S platform will offer a number of tools that will help users to better manage the settlement of their transactions. They will help to: · create interactions between T2S settlement and internal books of the participant · optimise settlement efficiency · secure the settlement of transactions · reduce financing needs Some of these tools are already available on the ESES platform. Others will be completely new, as shown in the following table: Service offer Hold and release Current ESES • (pre-matching) With T2S • Partial settlement • (SBI and Settlement Connect • transactions, manual process for Over-The-Counter (OTC)) Priority management • Linkage • Table 12: Settlement instructions management In this section, we list the main settlement tools that will be offered by the T2S platform and highlight differences with the current ESES functionality. 5.1.3.1. Hold and release mechanism A hold and release mechanism does not exist as such on the ESES platform, but a similar functionality is available through the SLAB pre-matching facility. This mechanism is used by custodians to ensure that the underlying internal client has the required securities or cash provision before committing to settle. By using this mechanism, a custodian can prevent a matched instruction from settling, even if the settlement date is reached and even if it has all resources required for settlement in its account. On the T2S platform, the mechanism will consist of managing the status of the instruction (initial instruction and subsequent amendments) between the statuses ‘on hold’ and ‘release’. This change of status can be managed until the instruction has reached a final status. T2S also allows you to set up a securities account with a hold and release indicator that will apply automatically to all instructions on this securities account. The T2S hold/release mechanism will be used as a substitute to the current ESES pre-matching functionality. The main difference between the two is that on the ESES platform, when a transaction is released (status changed from pre-matched to matched), it is routed to the settlement system and it can no longer be held, whereas the hold/release mechanism allows to put a released transaction back on hold as long as it has not settled. The hold and release mechanism can also be used by CSDs to operate some controls before allowing transactions to settle (‘CSD hold’ functionality). The hold/release mechanism will be offered by the ESES platform to both DCPs and ICPs, through STP and screen channels. When a party puts a matched instruction on hold before the settlement date, the counterparty is not informed immediately by T2S, it will be notified by T2S only on the intended settlement date. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 33 5.1.3.2. Partialling In the current context of ESES, there are two automated processes that aim to optimise settlement: · shaping process · partialling process These processes are only available for CCP transactions (Settlement Connect) and SBI transactions, with no opt out20 possibility. A manual partialling process is offered for CCP transactions on the OTC market, with an opt-out possibility. The T2S platform will offer a ‘partial settlement’ solution that will replace the current ESES STP and manual processes. It will apply to all eligible settlement instructions. No shaping process will be available. Unlike on the ESES platform, this will be an optional service that will occur: · after the second sequence of the last night-time settlement cycle, with deactivation at the close of the night-time settlement period and · during the day time settlement window: ◦ at 14:00, with deactivation at 14:15 and ◦ at 15:45 (15 minutes before the DVP cut-off time) with deactivation at 16:00. For the instruction to be eligible for partial settlement, a number of conditions must be met: · both parties must have flagged the instruction as eligible for partial settlement or leave the corresponding value in the instruction blank. This is done through the input of the Partial Settlement Indicator: ◦ NPAR (not allowed) ◦ PART (allowed) ◦ PARC (allowed with cash threshold) ◦ PARQ (allowed with quantity threshold) · the instructions involving cash (DVP, DWP, PFOD) are subject to a default threshold in cash, they must have a cash value of : ◦ over EUR 10,000 (or equivalent in foreign currency) for equity instructions or ◦ over EUR 100,000 (or equivalent) for debt instructions. · FOP instructions are subject to a quantity threshold which is the minimum settlement unit and the settlement unit multiple of the underlying security defined in T2S securities reference data If they both agree, parties can use another value than default threshold (e.g. quantity in an instruction involving cash). The original instruction’s reference is kept as single linking reference for all partially settled siblings of this original parent instruction. Linked instructions and blocking settlement restrictions (5.1.3.5.) are not eligible for partialling. Users can change the value on the partialling flag, unless the value has been set by the CSD. Partial settlement will be accessible to DCPs and ICPs via STP and screen channels. 20 ‘Opt out’ is the flexibility that allows a party to request that its instruction is not subject to partialling. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 34 5.1.3.3. Transaction linking This is a new functionality for ESES participants. The T2S platform will allow for the linking of instructions on a one-to-one, one-to-many or many-tomany basis. An instruction will be linked by means of a common reference and the sequence of settlement determined by the use of a code indicating the sequence of settlement. T2S foresees a number of linking options: · WITH: the linked instructions must settle simultaneously on an ‘all or none’ basis · AFTER and BEFO: the instruction will settle after/before the linked instruction Instructions can also be linked by means of a common repo or pool reference (several settlement instructions have the same pool reference and are settled in the WITH mode). Note: Linked transactions are not eligible for partial settlement. Transaction linking will be accessible to DCPs and ICPs via STP and screen channels. On EuroclearConnect for Screens, the user will be able to see these links WITH, BEFORE, AFTER, INFO and Pool reference in the view of each settlement instruction. Furthermore, the user will be able to consult all the settlement instructions of a pool by selecting the Pool Reference in the selection criteria screen. 5.1.3.4. Prioritisation This is a new service for ESES participants. The T2S platform allows the setting of priorities in settlement instructions. T2S supports four level of priority: 1. 2. 3. 4. Reserved priority - only for CSDs and NCBs Top priority - provided by the CSD to CCPs or MTFs High priority - available for participants Normal priority - default priority Note: corporate actions generated by the CSD have by default the highest priority in the overnight settlement process based on their ISO transaction code CORP. Users have access to priority levels 3 and 4. These levels can be amended throughout the life cycle of the instruction, both before and after matching, but before final settlement. For matched instructions, T2S determines the applicable level of priority based on the highest value set on each settlement instruction. If no level of priority is indicated in the settlement instruction, T2S allows the CSD to parameter in the static data, default values automatically taken into account according to the data contained in the incoming settlement instruction (e.g.: instruction type, party type, Transaction Code). The priority is used as a means of sequencing instructions for settlement. When the priority is taken into account, T2S gives the preference, among instruction in competition to use the same securities position and/or cash balances, to the ones with the highest applicable level of priority. If an additional choice has to be made between instructions with the same level of priority, T2S gives the preference to the oldest ones based on their intended settlement date. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 35 During the night-time settlement period: · the T2S platform takes into the account the applicable level of priority for all settlement instructions before any settlement attempt. During the real-time settlement period: · T2S does not take into account the level of priority at the first settlement attempt. · T2S takes into account the applicable level of priority only for pending instructions during the recycling and optimisation process The user prioritisation mechanism will be accessible to DCPs and ICPs via STP and screen channels. 5.1.3.5. Others The T2S platform offers a number of other instruction management tools. Some of them can only be used at the initiative of the CSDs. Realignment Realignment is a specific mechanism that is set up on the T2S platform to allow smooth and efficient cross-CSD processing. Upon receipt and matching of a cross-CSD instruction, the T2S platform will generate realignments, to allow for the transfer of the relevant resources in the books of the various CSDs that are involved in the cross-CSD instruction. Realignments only impacts CSDs and are not visible to clients. For further details on cross-CSD processing, see section 5.1.5 of this White paper. Conditional settlement Conditional settlement (CoSD) is a process that allows a third party (the ‘administering party’, e.g. CSD) to put an instruction on hold until an external condition is met. The administering party releases the instruction, to enable its settlement when the external condition is met. An example of the use of this functionality would be the settlement of a T2S transaction involving external CSDs or NCBs (outside the T2S platform) or the processing of some corporate actions. The current assumption is that such a feature will only be used by CSDs and should not impact participants. So far, the ESES CSDs do not foresee to use this functionality. Blocking, reservation and earmarking These instructions, also known as ‘restriction case 3’ offer the ability to segregate balances within a given sub-balance (blocked, reserved or earmarked balance) for specific purposes and with different management rules for the balances in question. To segregate such a balance the participant must: · send a specific FOP settlement instruction: ‘settlement restriction’ which moves securities between sub-balances of the same account (available for blocking, reservation and earmarking) or · send a standard already matched instruction (available only for earmarking21) Given that so far there is no business usage foreseen in the ESES context for the blocking and reservation features, these functionalities will not be offered. Earmarking will be offered using standard already matched instructions. Hence the use of the type of instruction ‘settlement restriction’ is not foreseen. 21 Please note that in such a case, only one position type can be specified. By default, the position type of the counterparty is always the deliverable balance. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 36 Blocking Through this instruction, a position is made unavailable, for example, by the CSD, but the legal title remains with the account holder. The CSD can unblock the balance and return the stock to the freely available balance of the account holder. The current assumption is that ESES CSDS will not offer the possibility to use blocking but only earmarking to segregate securities balances within a given securities account. Reservation Through this instruction, balance is segregated for a specific purpose and can only be transferred to another account for that given purpose. If the position in the account is insufficient, the reservation will also apply to any new balance. The ESES CSDS will not offer this possibility. Earmarking Earmarking is similar to a reservation. The main difference is that earmarking cannot be automatically extended to any new incoming balance. In the ESES context, earmarking will be used by a participant to segregate balances eligible for auto-collateralisation purposes. Earmarking instructions will be generated with standard already matched instructions. 5.1.4. Liquidity management The T2S platform will offer payment banks a number of tools and functionalities to manage or monitor activity related to cash, such as: · liquidity transfers · limit management · end-of-day cash management · cash and blocking reservation · liquidity monitoring · auto-collateralisation These processes are foreseen to be used in any currency that is supported in T2S (EUR only at the start of T2S). As a new feature for ESES participants, the T2S auto-collateralisation mechanism will be available not only between NCBs and payments banks, but also between payments banks and their clients. Note: ‘pure’ cash operations (involving DCAs only and not securities accounts; e.g. liquidity transfers) are relevant for the contractual relationship between the ESES participant and its NCB. Nevertheless, we will allow you to process most of these operations from ESES connectivity, so as to benefit from service continuity and a single window for all your activity in T2S. To access these functionalities from the ESES CSDs, you will be required to provide a Power of Attorney to the ESES CSD(s). For ICPs, main cash related messages will be normally accessible in ISO15022 and ISO20022 formats. However, a number of messages will only be accessible in ISO 20022 format as they have no equivalent in ISO15022. Please refer to Annexes 4 and 5.2 for the detailed list of messages. 5.1.4.1. Liquidity transfers T2S allows clients to manage liquidity transfers between different Dedicated Cash Accounts (DCA), or between T2S DCA and RTGS accounts. Cash transfers are allowed between two DCAs, as long as the accounts belong to the same payment bank or are linked to the same RTGS account. Unlike with the current ESES CSD service, inbound and outbound cash transfers (‘liquin’ and ‘liquout’, respectively) will be possible with any RTGS account in the RTGS payment system, of the relevant currency. Nevertheless, each DCA is linked to a single RTGS account in the relevant payment bank for the processing of end of day sweeps. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 37 These liquidity transfers can be set for: · · immediate processing (i.e. immediate liquidity transfers) or future processing (i.e. pre-defined liquidity transfer orders and standing liquidity transfer orders) All transfers from a DCA account22 can be initiated by: · DCPs via ISO 20022-compliant T2S messages and via the T2S screen and · ICPs via ISO 15022- or 20022-compliant messages and for the immediate liquidity transfers, via EuroclearConnect for Screens As today, cash transfers from RTGS to DCA (i.e. inbound liquidity transfers) will have to be directly instructed using facilities provided by the relevant central banks. Concept of Credit Memorandum Balance In T2S, a securities account is always linked to a T2S dedicated cash account via a Credit Memorandum Balance (CMB). A Credit Memorandum Balance is a tool T2S uses to track the provision of credit from Central Banks to payment banks (for central bank collateralisation) and from payment banks to their clients. A payment bank may authorise one or more of its clients to use the payment bank’s T2S dedicated cash account for the settlement of their instructions. Each T2S dedicated cash account is linked to: · one CMB related to the payment bank holding the T2S dedicated cash account and · possibly, to one CMB for each client authorised to use payment bank's T2S dedicated cash account for settlement of the cash leg of its settlement instructions Figure 7: Outbound liquidity transfer configuration 22 This covers both outbound liquidity transfers and internal liquidity transfers. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 38 Figure 8: Internal liquidity transfer configuration Figure 9: Inbound liquidity transfer configuration White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 39 The following table provides an overview of the gap analysis between current ESES and T2S functions: Service offer Liquidity management Current ESES functions With T2S Inbound liquidity transfer • • Outbound liquidity transfer • • Internal liquidity transfer • Types of transfers Immediate liquidity transfer • • Pre-defined liquidity transfer Standing liquidity transfer • • 23 • Table 13: Liquidity management functionalities gap analysis 5.1.4.2. Limit management In T2S, cash limits will be monitored by central banks and payment banks to ensure settlement can be successfully achieved. The different limits that will be used are defined as follows: Limit set by a central bank to a payment bank · Central bank auto-collateralisation limit – a limit set by a central bank to cap the intraday credit provided by a central bank to a payment bank that owns the T2S Dedicated Cash Account. Limits set by a payment bank to its client · External guarantee limit – a limit set by a payment bank, to cap the intra-day credit provided to its clients and secured outside T2S before any client-collateralisation in T2S. · Client auto-collateralisation limit – a limit set by a payment bank, to cap the intra-day credit provided to its clients and secured in T2S. This limit is used once the external guarantee limit is fully used. It is limited to the capacity of the client to provide eligible collateral in T2S. Similar to NCB process, it is achieved through a client-collateralisation operation that is automatically generated by T2S during the provision check process. · Unsecured credit limit – a limit used to cap the intra-day credit provided by a payment bank to its clients, and secured outside T2S. This limit is used once both the external guarantee limit and the client collateralisation limit are fully used. Note: an NCB or a payment bank can decide not to set an auto-collateralisation limit to a client, by providing the maximal limit allowed by the system. For each of these limit types, the ‘headroom’ limit is the remaining amount of available intra-day credit. It is initialised at the limit amount at each start of day and updated by T2S as a result of the settlement of an instruction or an update on the limit amount. These limits are defined at the level of the Credit Memorandum Balances (CMB) linked to the dedicated cash account. The payment bank may change limits of its client. The CMB can be linked to one or several securities accounts. 23 Standing liquidity transfers are possible in ESES, but for inbound transfers only. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 40 NCBs and payment banks manage the limits through the following tools: · setting up of the initial limit · the modification of the limit · the consultation of the limit utilisation or limit headroom This will be done either by directly using the communication tools offered by T2S. Via Indirect Connectivity, ICPs will be able to send the updates of limits to the ESES CSDs via the ISO 20022 messages. The following table provides an overview of the gap analysis between current ESES and T2S functions. Cash limits management Current ESES With T2S Central bank auto-collateralisation limit • • External guarantee limit • Client-auto-collateralisation limit • Unsecured credit limit • • Table 14: Limit management functionalities gap analysis 5.1.4.3. End of day cash management Just like today in the ESES CSDs, there will be several processes that will ensure that all the intraday credit instructions provided by a central bank, i.e. auto-collateralisation, are reimbursed by the end of the day24 , and that all the cash remaining on DCA accounts is duly transferred to the relevant RTGS accounts (the end-of-day mandatory cash sweep). All of these operations will be automatically triggered and processed on the T2S platform. All these operations will be reported to parties, either in ISO 20022 for those being DCP, either in ISO 15022 or ISO 20022 for those being ICP. In particular, ICPs may view cash sweeps on the EuroclearConnect for Screens. 5.1.4.4. Cash blocking and reservation T2S offers the possibility to move an amount of cash in a specific cash balance within a T2S DCA account, and make it available for specific purposes. These are new concepts that are currently not available on the ESES platform. Therefore, parties will have to use either: · ‘settlement restriction’ transaction, to set up, increase or decrease a restricted cash balance or · settlement instruction to use a restricted cash balance It is foreseen that a cash settlement restriction service will be offered to ICPs and DCPs (via ISO 20022-compliant messages). 5.1.4.5. Liquidity monitoring The T2S platform offers parties a set of functions to monitor activity on their cash accounts or the cash accounts of their clients. These functions will primarily be related to: · notifications regarding the liquidity situation 24 For more information, see the section on auto-collateralisation. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 41 · reports (e.g. statement of accounts) · queries (e.g. on cash balances or limits) A subset of this information will be made available to ESES ICPs, via STP messages or EuroclearConnect for Screens. In particular, payment banks purchasing power will also be displayed on the screen. More information will be provided in the relevant ESES Detailed Service Description. 5.1.4.6. Auto-collateralisation Generic framework T2S offers central banks and payment banks (hereafter also referred to as ‘credit providers’) the capacity to provide credit consumers with intra-day credit that is automatically secured in T2S with eligible collateral. This capacity is achieved through the auto-collateralisation that is technically available in all T2S settlement currencies. The intra-day credit provided through auto-collateralisation by a central bank (hereafter also referred to as ‘central bank collateralisation’) is intended to cover shortages of cash on the T2S dedicated cash account managed in its books. The intra-day credit provided through auto-collateralisation by a payment bank (hereafter also referred to as ‘client-collateralisation’) is intended to cover insufficient external guarantee headroom for its client. In addition, the auto-collateralisation process allows automatic release of collateral and automatic substitution in order to cover lack of securities. If the auto-collateralised securities are needed for the settlement of a transaction, the T2S platform will trigger a dynamic reimbursement and automatic substitution. Such substitution is triggered only if the impacted securities position in a delivery instruction is ‘earmarked for auto-collateralisation’. When a reimbursement instruction is submitted and sufficient cash is not available, then T2S platform will trigger an automatic substitution Auto-collateralisation mechanism The mechanism on the T2S platform for auto-collateralisation uses both ‘on-flow’ and ‘on-stock’ collateralisation, and is demand driven. This is similar to the concepts that are used for autocollateralisation on the ESES platform today, except that this one is limited to central banks (no autocollateralisation between payment banks and payment bank clients). The following table provides an overview of the gap analysis between current ESES and T2S functions: Service offer Current ESES functions With T2S On-stock • • On-flow • • Demand driven • • Central bank auto-collateralisation Payment bank auto-collateralisation On-stock • On-flow • Demand driven • Table 15: Auto-collateralisation functionalities gap analysis White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 42 Each central bank chooses one of the following methods of auto-collateralisation on the T2S platform: · Repo: the selected collateral is transferred against cash from the securities account where it is held to a securities account of the credit provider · Pledge: the selected collateral is transferred from the securities account where it is held to a pledge account of the holder that can only be debited by the NCB · Sub-pledge: same as pledge, except that pledge account is managed as a restricted balance of the account of the holder The only method available for payment banks (client auto-collateralisation) is Repo. As a reminder, on the ESES platform, ‘Repo’ processing is used for the auto-collateralisation mechanism. Generation and processing of auto-collateralisation settlement instructions will be based on identification of: · the available collateral, including the relevant valuation · missing resources (i.e. lack of cash) · sufficient headroom capacity The setting up of the cash accounts and the various parameters to be used for these processes must be done directly on the T2S platform, by the NCBs or the parties (regardless of whether the parties are DCPs or ICPs). Reporting will be provided to all relevant parties upon settlement of the instruction, via ISO 15022- or ISO 20022-compliant messages for ICPs, or ISO 20022-compliant messages for DCPs. Impact of corporate actions Just like today in the ESES CSDs, auto-collateralisation entries may also be generated to settle corporate actions and market claims when these movements include cash. Unlike NCB autocollateralisation operations, client auto-collateralisation operations may be subject to market claims or transformations when they are recycled overnight. Reverse collateralisation mechanism At the moment of the initial delivery of collateral to the credit provider, reverse collateral instructions will be generated by the T2S platform, to ensure the intraday credit reimbursement. This instruction will automatically be put on hold upon generation. The payment bank25 will be able to release the reverse an instruction at any time during the day, to process the reimbursement of the auto-collateralisation operation. The release can be instructed via ISO 20022-compliant messages for DCPs and ISO 15022- or ISO 20022-compliant messages for ICPs, as well as via the relevant screens. In addition, the T2S platform can process an automated substitution during the day if the collateralised securities are needed to settle a settlement instruction. The automated substitution will be achieved by reimbursing the original auto-collateralisation instruction and setting up another autocollateralisation instruction using a different security as collateral. If central bank reverse collateral instructions have not been released by the payment bank at the end of the real-time settlement window, an automated release will be triggered by the T2S platform. If a central bank reverse collateral instruction cannot be settled by the end of the operational day, a specific mechanism will be set up to force the reimbursement. 25 Acting as a credit consumer in the case of central bank auto-collateralisation, or as a credit provider in the case of payment bank auto-collateralisation. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 43 This mechanism will include: · liquidity rebalancing between relevant DCA accounts and · relocation of collateral if the above mentioned rebalancing is not sufficient (similar to current ESES neutralisation process). This is similar to the mandatory reimbursement that is currently processed on the ESES platform, the sole difference being that there is additional liquidity rebalancing that is used on the T2S platform. The following table provides an overview of the gap analysis between current ESES and T2S functions: Service offer Current ESES functions With T2S Substitution • • Intra-day optimisation/mandatory reimbursements • Intra-day reimbursement initiated by the payment bank Not needed • End-of-day forced reimbursement • • Central bank reverse collateral processing Table 16: Reverse collateral functionalities gap analysis Notes · Unlike the ESES CSDs, there will be no intra-day optimisation process that generates reimbursements of outstanding auto-collateralisation instructions. Reimbursement is either generated by the payment bank intra day or by T2S at the end of day mandatory process. · For client auto-collateralisation instructions, there is no end of day mandatory reimbursement. Hence, these instructions can remain open overnight in the system. The reverse collateralisation mechanism is initiated by the payment bank through release instructions sent at its discretion. · Although NCB and client auto-collateralisations follow similar workflows, there is no linkage or dependency between the two processes. In particular, the scope of securities can be different. How NCBs and payments banks establish the list and the value of securities they accept as collateral? T2S provides tools to NCBs and payments banks that allow them to configure in the T2S static database the conditions they will apply to their clients: · auto-collateralisation rules: ◦ method: pledge, repo…(Payment banks can only use the repo method) ◦ maximum credit percentage that the CB grants for collateralised securities (for NCB only) ◦ information whether the CB uses the above maximum credit percentage for calculation in monetary policy operations (for NCB only) · the list of securities they accept for auto-collateralisation: · the securities valuation: daily price feed per a security eligible and per currency · close links: securities that cannot be used as collateral by a party (only open to NCBs) The list of securities defined by NCBs represents the total or a subset of the pool of securities eligible in the Euro system. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 44 For client auto-collateralisation, the list is established by each payment bank according to its own criteria and is not restricted to the ESCB eligible panel. This information is transmitted to T2S via dedicated STP messages or via the T2S screen (except auto-collateralisation rule, only through the T2S screen). Possible ICP access to these messages will be defined later. Auto-collateralisation with ESES CSDs Currently, on ESES platform, the auto-collateralisation is only available in Euroclear France with Banque de France acting as Credit provider. With T2S, this process can be extended to the 3 ESES CSDs and the 3 NCBs. The following processes will be available for all ESES clients. How will ESES clients flag their securities eligible for auto-collateralisation? To indicate that its securities are eligible for auto-collateralisation, ESES participants will use the following method, which is valid for both NCBs and client auto-collateralisation: · transfer to sub-balance (earmarked balance): the ESES client can transfer part of the balance of an account to a sub-balance that will be eligible for auto-collateralisation. This process is similar to current ESES process (transfer to ICPG 3). To generate this transfer, the client will send an already matched instruction to debit the 'deliverable' balance (AWAS or ICPG 0) and credit the 'auto-collateralisable' balance (EXXX or ICPG 3). Rebalancing of assets flagged as auto-collateralisable For our participants using the auto-collateralisation service (payment banks), we offer the possibility to subscribe to an automatic rebalancing of their auto-collateralisable balances at the end-of-day (EOD) and at the beginning of day (SOD). The service of Rebalancing of Earmaked for Auto-Collateralisation assets is used by participants who are willing to use auto-collateralisation on an intra-day basis only and that do not wish, for legal reasons, to keep auto-collaterallisable balances at EOD. This is used in particular when a custodian is authorised to use the assets of its clients as collateral on an intraday basis only. Participants can subscribe to EOD and SOD rebalancing or to EOD only. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 45 The service operates as follows: Step What happens 1 at EOD, the ESES system transfers all collateralisable securities from status collateral indicator 3 (ICPG 3) to collateral indicator 0 (ICPG 0) 2 at SOD (overnight processing), ESES transfers all collateralisable holdings that were transferred the previous day ,to status collateral indicator 0 to be assigned to collateral indicator 3 (the identical holdings) In the context of T2S, this service will continue to be offered through the use of 'intra-day restriction' concept as follows: · before the end of T2S operational day between (17:30-17:45 to 18:00), ESES will 'freeze' the balances of the relevant accounts earmarked for auto-collateralisation and transfer them to the deliverable balance · at SOD, the ESES CSDs will return these holdings to the earmarked balance In line with today's service, no STP settlement reporting will be sent to ICPs. However, as today, the related transactions can be seen from EuroclearConnect for screens. DCPs will receive settlement reporting in accordance with their subscriptions. Other services The following ESES services are not available in the standard T2S offer. · NDC 65: the ESES CSDs allow clients to reserve some securities to the exclusive use of auto-collateralisation. This is done by transferring these securities to a specific account nature (NDC65=. non-deliverable securities eligible for auto-collateralisation). This functionality will be decommissioned · Intra-day reimbursement: the ESES CSDs performs an optimisation process several times a day and before each sweep. This process attempts to reimburse the outstanding auto-collateralisation transactions based on the available cash balance. In T2S, the reimbursement is done only once at the end of the day. Following the request of the French Treasurers Group (GTTPF), we are assessing a solution that would replicate similar functionalities. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 46 5.1.5. Cross-CSD settlement The T2S platform will allow transactions to settle on a Central Bank Money (CeBM) DVP basis between participants of the various CSDs connected to T2S and in all T2S eligible currencies. From the perspective of ESES participants, this service should offer a significant benefit, as, at present, cross-border transactions settle in most cases on a free of payment basis. In addition, it is expected that T2S will act as catalyst to remove barriers preventing settlement out of an account outside the issuer CSD. We intend to offer our clients the full benefit of the T2S crossCSD settlement service to the furthest extent possible and on the largest range of securities. The level of efficiency of cross-CSD settlement will depend on the level of harmonisation that will be reached at the time of T2S and the future regulatory environment. In this section, we describe: · the general processing of cross-CSD transactions · how we intend to use this facility for securities issued: ◦ primarily on the ESES platform (as issuer CSD) ◦ in other CSDs on the T2S platform (as investor CSD) ◦ in a CSD outside the T2S platform (as investor CSD) General processing of cross-CSD transactions In practice, the admission of a security in the link between two CSDs will require that both CSDs set up this link on the T2S platform to activate cross-CSD settlement. Several options are offered by T2S to CSDs to configure this process: ISIN per ISIN, automatic acceptance of all new securities, automatic for selected countries of issuance... On the T2S platform, cross-CSD instructions will have the same format and follow the same rules and matching/settlement life cycle as intra-CSD transactions. Realignment transactions between CSDs will be automatically generated by T2S, in a manner that is transparent to the client. In specific areas, there will be some differences between cross-CSD and intra-CSD transactions: · cross-CSD transactions must be matched in the T2S matching engine before settlement (it will not be possible to send already matched transactions) · market claims and transformations related to cross-CSD transactions will need to be matched as described in section 7.1.2 – ‘Corporate actions on flow’ Figure 10: Cross-CSD settlement White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 47 ESES domestic securities (Belgian, Dutch and French assets) Regarding ESES domestic securities, each ESES CSD will authorise non-ESES CSDs to operate on a free of payment or DVP basis on its securities, to the extent that these CSDs have made the necessary legal and technical arrangements to connect to the ESES platform (e.g. account opening). Therefore, the actual use of this facility and its scope will depend only on the decision of the Investor CSDs. Non-ESES T2S securities We intend to extend our offer as ‘Investor CSD’ beyond the current securities and market coverage (ESCB eligible securities and foreign securities listed on NYSE-Euronext issued in CSDs outside the ESES CSDs) and this up to all securities of CSDs joining T2S, as described in section 8. To fully benefit from T2S and, in particular, allow cross-CSD settlement in CeBM, the ESES CSDs will keep securities issued by other T2S CSDs exclusively through direct links. Therefore, all securities currently held through Euroclear Bank relayed links will be migrated to the issuer CSD on or after the T2S launch. Non-T2S securities We intend to keep securities that are issued outside T2S eligible on the ESES platform after the T2S launch. For such securities, the ESES CSD of reference will keep its current link with Euroclear Bank or the local CSD, as the case may be and will act within the framework of T2S as a technical issuer CSD. With this set up: · transfers outside T2S will continue to be processed on an free of payment basis as described in section 5.1.6 below · transfers with ESES counterparties will continue to be operated on an free of payment or DVP basis as is the case today · the ability to operate transfers (on an free of payment or DVP basis) with other T2S CSDs depends on various criteria, such as the: ◦ decision of the other CSDs to accept these securities into their systems ◦ setup chosen by each CSD to hold these securities ◦ capacity to operate efficient realignments with the issuer CSD, if the two CSDs decide to keep their link with the domestic market White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 48 5.1.6 Settlement with CSDs outside T2S Scope In the context of the ESES CSD migration to T2S, the current links with (I)CSDs located outside T2S will remain available with the current scope of securities and current types of operations. The links that would fall in this category are the following: · ESES CSDs link with Euroclear Bank: ◦ direct links for securities deposited with the ICSDs (such as Eurobonds) ◦ relayed links with non-T2S CSDs (e.g. DTCC, Euroclear UK & Ireland (UK securities) · ESES CSDs links with domestic markets: ◦ Euroclear France link with Morocco ◦ Euroclear France link with South Africa Processing As today, settlement with foreign CSDs counterparts will be available on free of payment basis only. Since there is no T2S standard processing for cross-border settlement with CSDs outside T2S, settlement with foreign counterparties can only be instructed in Indirect Connectivity Mode (ICP) via: · EuroclearConnect for Screens or · EuroclearConnect for STP in ISO 15022 or ISO 20022 messages. EuroclearConnect for Screens or EuroclearConnect for STP (ISO 15022 or ISO20022 messages). Current cross-border proprietary messages will be decommissioned. To process the settlement, whether delivery or receipt, the ESES CSD will: · send already matched instructions to T2S · exchange the appropriate messages with the foreign (I)CSD Cross-border matching for the Non-issued T2S securities will be performed in the issuer CSD. Settlement will be reflected in T2S as an intra-CSD settlement (i.e. with no realignment between CSDs). The current ESES types of operations will remain and will be processed as follows: International Delivery Order (('IDO') from ESES participant to counterpart at the foreign CSD) · the participant sends a FOP instruction (IDO) to the ESES CSD, in ISO 15022, ISO 20022 or through EuroclearConnect for Screens · the ESES CSD sends an already matched instruction to T2S to debit the deliverer and to credit a CSD technical account representing the mirror balance of the ESES CSD · the ESES CSD will then instruct the foreign CSD to debit its omnibus account and credit the foreign counterpart Note: we intend to improve the processing of IDOs and relating reporting as follows: When we receive the IDO, we will: · first debit the participant and report a provisional status (that the transaction has been sent to the foreign CSD but waiting for matching / settlement confirmation from the foreign CSD). · Once we receive confirmation from the foreign CSD that the transaction is actually matched and settled with the counterparty, we will report a final status to the ESES client. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 49 International Incoming Order ('IIO') from the counterpart at the foreign CSD to the ESES participant · the ESES CSD receives an instruction from the foreign CSD to credit an ESES participant · the ESES CSD sends an already matched instruction to T2S to debit its mirror account and credit the ESES participant · the credit of securities is notified to the ESES participant in its settlement reporting International Receipt Instructions ('IRI') sent by the ESES participant In some cases, the ESES participant is required to send an International Receipt Instruction (IRI) that will match with the delivery instruction sent by its counterpart with the foreign CSD. The ESES CSD will only send the IIO when it receives confirmation that transaction is matched and settled with the foreign CSD. This process will remain the same as today. The IRI is sent to the ESES CSD in ISO format or through the screen. Reporting Standard settlement reporting will be sent by the ESES CSD or by T2S to clients according to their profile (DCPs and ICPs) and their subscriptions. 5.2. Pre-settlement processes The ESES CSDs manage processes and services other than bilateral matching that give rise to settlement instructions. These processes can be related to various types of services, including: · processing of MTF and CCP feeds · trade confirmation services (SBI) · funds order routing platform services Typically, these services are outside the scope of T2S. They do lead, however, at some point, to the settlement of a transaction in T2S. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 50 Figure 11: Pre-settlement systems 5.2.1. MTFs and CCPs transactions On the ESES platform, settlement of MTFs and CCPs transactions are offered through two distinct services. Service to Euronext regulated market CCP (LCH.Clearnet SA) This service, known as Settlement Connect, consists of a daily feed of single-sided and irrevocable instructions sent by the CCP to the three ESES CSDs before the overnight settlement. Following the Continuous Net Settlement (CNS) process, fails are automatically cancelled at the close of business. Related transactions are subject to an STP partialling and shaping process. As part of this service, the ESES CSDs route to Euroclear Bank the transactions of the CCP with counterparties in the ICSD. When relevant, they generate automatic realignments between the ESES and Euroclear Bank accounts of the CCP. Service for MTFs and CCPs on the OTC markets Typically, this service is used today by EuroMTS trading platform and by LCH.Clearnet SA for the settlement of MTF transactions (e.g. Broker Tech and MTS France). MTFs and CCPs send both legs of a transaction to the SLAB matching system for matching. Afterwards, settlement follows the standard ESES life cycle. On the T2S platform, CCPs will need to maintain their existing contractual relationships with CSDs, to manage their assets and transactions and to send settlement instructions on behalf of clients. T2S should allow CCPs that settle today with multiple CSDs to generate pan-European settlement from one CSD account (when the CSD in question offers an investor CSD service). CCPs will be able to send settlement instructions to T2S directly or indirectly (through a CSD) provided they have received the appropriate powers of attorney from CSDs and the settlement agents. The feed may consist of either: · to send already matched instructions for intra-CSD transactions · two legs of the transactions to match on the T2S platform, for cross-CSD transactions CSDs may grant CCPs with privileges, to tailor the T2S settlement processes to their particular needs, for example: · to send already matched instructions · to prevent their counterparties from amending settlement instructions (i.e. prevent them · to give the instruction a higher priority ranking than those accessible to other users from putting an instruction on hold, changing the priority or cancelling it) As there is no automatic cancellation process for fails, CCPs that operate on a CNS basis will be required to cancel any outstanding instructions at the end of each day, to include the instructions into the next day’s settlement. The final set up of existing ESES services to MTFs and CCPs is not yet defined and will depend on: · decisions to be made by each infrastructure on how it will connect to T2S · ongoing or future discussions with us on the best way to adapt each existing feed In the context of T2S, we will offer MTFs and CCPs (regardless of whether or not they are already connected to the ESES platform) an opportunity to connect to T2S using ESES services and connectivity and to access, from ESES platform, a maximum number of counterparties in the various CSDs joining T2S. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 51 5.2.2. Trade confirmation – SBI SBI is the trade confirmation system used by brokers in the three ESES CSDs to confirm the execution of trades to custodians acting on behalf of their retail or institutional clients. Once approved by the custodians, the SBI transaction notices are sent to the ESES settlement platform as irrevocable instructions that settle in the accounts of the SBI parties or the accounts of their agents. SBI transactions are subject to ESES shaping and partialling process. The T2S platform will not offer a trade-confirmation facility. Therefore, in the context of T2S, We intend to keep SBI as it is and the service will remain accessible via indirect connectivity in proprietary messages. We will create a link between SBI and the T2S platform to generate settlement. At the close of each day, SBI will send already matched instructions for confirmed trades that will settle on the T2S platform. To ensure service continuity, SBI generated settlement instructions will have a partial indicator at ‘Yes’, while allowing ICPs or DCPs to amend these instructions. New feature Users will be able to hold/release SBI generated settlement instructions in T2S. Figure 12: Connecting SBI to T2S White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 52 5.2.3. Funds order routing The funds order routing platform allows full STP management of subscription and redemption orders for funds. Through this platform, the fund distributor (or its custodian) sends orders to the transfer agent of the fund. Once the order is executed, the transfer agent sends an execution notice to the order giver. If one or both counterparties have chosen the settlement generation option, the platform sends one leg or the two legs of the instruction to the SLAB matching system, between the quasi issuance account of the transfer agent (Account Nature 62) and the distributor account. Currently, this service is only available in Euroclear France. In the context of T2S, we intend to keep the funds platform as it is. The service will remain accessible via indirect connectivity. We will create a link between the funds order routing platform and the T2S platform. The ESES platform will generate instructions to match onto T2S matching engine. Figure 13: Connecting funds order routing platform to the T2S platform In terms of connectivity, the current interfaces and message formats for the funds order routing platform will be maintained. Orders can be sent via: · ISO 20022-compliant messages via Euroclear Connect for STP or · the funds screen Reporting on settlement instructions initiated by the funds order routing platform will be managed via the standard T2S settlement reporting means (i.e. via ISO 15022- and ISO 20022-compliant messages for ICPs, and ISO 20022-compliant messages for DCPs). For further information on funds issuance process, please refer to section 5.3.3. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 53 5.3. Issuance and primary market settlement Issuance and Primary market settlement of securities on the ESES platform follow various processes that depend on the type of security, their form and their legal environment. In general, the issuance of securities follows several steps, each of which will be processed differently by T2S. Code allocation and creation of securities data These services are outside the scope of T2S. They will continue to be offered by the ESES CSDs via indirect connectivity. Once a security is created on the ESES platform, the relevant T2S data (including MSAs) are sent to the T2S platform in STP mode and the security is created on the T2S platform. This can be done in real time. The CSD may create in T2S a number of management rules called Market Specific Restriction Types (MSRTs) that will allow the T2S platform to process additional validation checks on settlement instructions to ensure that they comply with, for example, the legal nature of the security (e.g. bearer, registered). Issuance The T2S platform allows for the issuance of new securities through the management of accounts with negative balance. Such accounts can be created in the name of the CSD, or in the name of a party (e.g. issuer agent). The rules and parties authorised to use such debit accounts are defined and processed by the CSD. The ability or inability to generate issuance via direct connectivity depends on the legal nature of the instruments and are addressed in greater detail below. Primary market settlement As long as it is not associated with the creation from the two steps addressed above, primary market settlement follows the standard processes and life cycle. In this section, we will address how we anticipate the issuance and primary settlement processes for each of the methods used on the ESES platform. · Standard securities · French money market instruments (TCNs) · Funds · Warrants issuance (Plug & Clear) Figure 14: Security issuance process White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 54 5.3.1. Standard securities In the three ESES CSDs, equities, bonds and funds are typically set up by the operations team of the issuer CSD on receipt of the related information from the issuer or its agent (e.g. ‘Accounting letter’ or global certificate). For these securities, the interaction between the issuers (or their agents) and the CSDs is not automated. The issue is created by the ESES CSD and securities are credited on the account of the issuer agent. The same process will continue on the T2S platform and therefore, issuance of these securities will be accessible only via indirect connectivity. Once the security is codified and created on both the ESES and T2S databases, the ESES CSD will issue the securities out of its T2S issuance account for the credit of the issuer or issuer agent. 5.3.2. French money market instruments Issuing and Paying agents (IPAs) of French money-market instruments (TCNs) benefit from a full STP process that allows them to generate the code allocation, the issuance and the distribution of the securities, in real time. The IPA has several options in the issuance process, from handling each of the various steps separately, to using a single instruction to combine all steps of the issuance. For these instruments, the issuance account is handled and is in the name of the IPA (account nature 92). In the context of T2S, Euroclear France will create a dedicated issuance account in the name of the IPA, which will be accessible to either ICPs or DCPs. Specific rules will be set up by the ESES CSD to ensure that only the IPA is authorised to use this account for the relevant ISIN. Just like today in the ESES CSDs, to ease reconciliation, issuance instructions for money-market instruments will bear the appropriate ISO transaction code. We will check the consistency between the ISO transaction code and the account nature used by the issuing agent. As shown in the following table, operations including codification will only be feasible for ICPs. TCN Single codification ICP • DCP Codification/Issuance • Codification/Placement • Single issuance • • Issuance placement • • Placement • • Table 17: Connectivity for TCN issuance In terms of connectivity, all specific TCN messages (e.g. codification and valorisation) exist only in proprietary format. This will be maintained on the T2S platform. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 55 5.3.3. Funds issuance For funds eligible on the ESES platform, the code allocation request and the initial balance creation are handled manually through the standard issuance process (see section 5.3.1). For French funds, once they are created, the transfer agent has the ability to increase or decrease the issue amount based on subscriptions and redemption orders, through the use of a quasi issuance account (account nature 62) opened in its name. These mark up and mark down operations can be operated on a free of payment basis or a DVP basis (to deliver/receive the securities simultaneously to/from the distributor). Figure 15: Funds issuance in a T2S environment In the context of T2S, this process will be maintained. Euroclear France will create a dedicated quasi issuance account in the name of the transfer agent that will be accessible either for ICPs or DCPs, and that can have a negative or positive balance. Specific rules will be set up by Euroclear France to check that only the transfer agent is authorised to use this account for the relevant ISIN. Just like today in the ESES CSDs, to ease reconciliation, the settlement of funds subscription and redemptions will bear the appropriate ISO transaction codes. We will check the consistency between the ISO transaction code and the account nature of the centralising agent used in the debit or the credit. Processing of foreign funds For foreign funds eligible in Euroclear France, a local French centralising agent is appointed. They are in charge of centralising the subscription and repurchase operations and updating the issue account in Euroclear France through the use of a quasi issuance account (account nature 62) opened in its name. In the context of T2S, this process will also be maintained. Euroclear France will create a dedicated quasi issuance account in the name of the local centralising agent that will be accessible either for ICPs or DCPs, and that can have a negative or positive balance. We will apply the same controls as described above. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 56 5.3.4. Warrants & certificates issuance (Plug & Clear service) Warrants and certificates that are eligible on the ESES platform can be issued using an STP process, Plug & Clear, which allows the issuing agent to request the code allocation and the issuance of the securities through a single file. The issuing agent can also use the same file to request that the security is made eligible in Euroclear Bank and listed on Euronext. Figure 16: Processing of Plug Files in a T2S environment The service will continue to be offered in the same manner on the T2S platform. After receipt of the Plug file and code allocation, the ESES CSD will create the securities out of its T2S issuance account for the credit of the warrant agent. Plug messages have been specifically designed for warrants & certificates activity on the ESES platform and have no ISO equivalent. The service will only be accessible via indirect connectivity. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 57 5.4. Settlement of registered securities No functionality specifically designed for the processing of registered securities is foreseen on the T2S platform. However, the T2S platform offers a number of tools that will be used by ESES CSDs to maintain their existing services. On the ESES platform, there are two specific processes designed for the settlement of registered securities, and we play a role in the registration process: · French BRN process · Belgian BRS process The following sections describe how we see the adaptation of these processes on the T2S platform. 5.4.1. French registered securities (BRN) For French registered securities, the issuer is informed of any transfer of securities through a specific BRN message sent by the custodian, which specifies details of new/old beneficial owners and the type of transfer (e.g. sale, portfolio transfer or inheritance). These registration details are sent to the issuer as a separate flow from the settlement instruction. Euroclear France monitors this exchange of information and ensures the reconciliation between settlement instructions and BRNs through the Ancillary Accounting system, according to the following flows: · the custodian presents the BRNs to Euroclear France · Euroclear France sends the BRN to the issuer · the issuer accepts or rejects the registration and sends back his answer to Euroclear France · Euroclear France returns the BRN to the custodian As there are numerous validation rules associated, clients must hold French registered securities in (a) specific account nature(s) (e.g. NDC 001 and 010). For French registered securities, all account holders in Euroclear France will have to open a specific account that replicates the features of the registered account natures. As today, this obligation will apply also to the investor CSDs. Foreign custodians or CSDs can choose a specific status (e.g. Registered Intermediary 'Intermédiaire Inscrit'), which allows them to send BRN in their name, without specifying the underlying investor, as long as it is a not a French resident. Several events concerning French registered securities can generate settlement processing within T2S platform (e.g. Stock exchange trade, OTC transfer, Conversion…). The type of event must be identified according to the Code Type Operation (CTO). DCPs and ICPs will have to populate (in a manner that will be specified in future ESES Detailed Service Descriptions) the code type of operation within DVP or FOP settlement instructions. In the context of the adaptation of this process to T2S platform, we will replicate a number of current controls: · compatibility between account nature and type of participant · compatibility between account nature and legal form of the securities · debited/credited account compatibility between NDC 000 (bearer form) and NDC 001 (administered registered form) · ESES account manager control for NDC 009 (pure registered securities) · CTO controls White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 58 The BRN flows will remain the same. Such messages will continue to be sent to Euroclear France via indirect connectivity. Euroclear France will ensure the Ancillary Accounting reconciliation through the receipt of daily reports on registered securities from the T2S platform, and comparing the reports with BRN registration details received Figure 17: Processing of French registered shares on T2S platform Figure 18: French registered shares lifecycle on T2S platform In terms of connectivity, BRNs will continue to be routed via current proprietary formats and channels (EuroclearConnect for STP and EuroclearConnect for screen). Related settlement will follow standard T2S rules. The corporate action process for French registered securities will be maintained as it is today. We will use specific account natures, to ‘block securities due to corporate action waiting for registration’. 5.4.2. Belgian registered shares BRS service ('Belgian registered shares') is the name of the service operated by Euroclear Belgium for the settlement and custody of Belgian registered securities that are listed on Euronext Brussels. Belgian registered securities are specific in that, with the exception of stock-exchange transactions, securities transfers are booked outside the ESES platform in the issuer register, after approval by the issuer. However, a specific process exists for stock-exchange transactions received from LCH.Clearnet SA: · these transactions settle on a gross basis, without CCP guarantee White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 59 · when received on the ESES platform, they are put on hold until Euroclear Belgium has verified the ‘selling power’ and the ‘buying power’ documents of the counterparties and updated the issuer register With T2S, the process will be slightly different, as the ESES platform will automatically instruct T2S: 1. one1 DVP (Delivery Versus Payment) transaction with a link AFTER to two free of payment instructions (FOP) 2. two FOP (Free of Payment) instructions in status CSD Hold that are already matched and sent by the ESES platform to T2S (to be then released). Euroclear Belgium validates the consistency between the ‘Selling Power’ document and the trade leg seller, as identified by the LCH.Clearnet reference. If the checks are OK, our Operations team releases the already matched FOP instructions 3. the settlement of the two FOP instructions will allow for the DVP settlement. Figure 19: Connecting BRS system to T2S In the context of T2S, regarding CCP transactions, Euroclear Belgium will use T2S facility called ‘validation/hold’, which allows the CSD to release the instructions for settlement only after internal verifications. Therefore, Euroclear Belgium will send BRS related transactions to the T2S platform with a ‘CSD hold’ status. Upon the confirmation that all checks have been performed successfully, Euroclear Belgium will release the instructions to settle. For all the other transactions, with regard the interaction between Euroclear Belgium and the issuer, the processes will take place as they do today. This should have no impact on the client. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 60 5.5. Other settlement related processes 5.5.1. Physical securities The dematerialisation of securities in France, Belgium and the Netherlands is almost complete. Therefore, the topic might not be relevant at the launch of T2S. Physical settlement will only be possible using the CSDs’ existing infrastructure, and instructions can only be sent via indirect connectivity. These instructions will be identified using the proper ISO transaction type. On the ESES platform, the deposit process takes the form of deliveries of securities into a vault managed by a CSD, for safekeeping. After checking the validity of securities, the CSD credits the securities by debiting its quasi issuance account and crediting the account of the deliverer. The same process will be used on the T2S platform, with the CSD sending an already matched instruction to the T2S platform, to credit the client. Securities withdrawals currently take the form of a paper instruction sent to the ESES CSD of reference. Once the securities are withdrawn, the CSD debits its client and credits its quasi issuance account. The same process will be used on the T2S platform, with the CSD sending an already matched instruction to the T2S platform, to debit the client. 5.5.2. ISIN conversion (‘transfert valeurs’) The ISIN conversion service is an ESES service that allows a party to convert a certain number of securities from one ISIN to another ISIN that is linked to it. This service is primarily used in the following cases: · conversion of non-tradable securities (e.g. loyalty premium shares, shares reserved for certain categories of investors such as employees) into tradable securities · operations of the reconstitution of government debt (see section 5.5.3). With this service, we automatically update the issuing accounts of the original security and the targeted security. ISIN conversion is accessible via the EuroclearConnect workstation or via a free of payment STP message (proprietary or ISO-compliant, using a dedicated movement type). In the context of T2S, this service will continue to be offered via indirect connectivity, via EuroclearConnect and ISO compliant messages. Following the receipt of the client instruction, the ESES CSD will generate appropriate already matched instructions on the T2S platform, to transfer the securities and update the related issuing accounts. Settlement reporting will be sent to the ESES participant, according to its profile (via direct or indirect connectivity). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 61 5.5.3. Stripping and reconstitution of government debt Stripping and reconstitution of debt is a service offered by Euroclear France to primary dealers of French government securities (Spécialistes en Valeurs du Trésor (SVTs)). The service allows primary dealers to transform an amount of French Government bonds (OATs) into fungible strips. The service also allows the primary dealer to reconstitute the original security from underlying fungible strips. With this service, the issuing accounts of the bonds and of the fungible strips are automatically increased or decreased by Euroclear France. Stripping is accessible via the EuroclearConnect workstation. Reconstitution is accessible via the ISIN conversion instruction or ‘Transfert valeurs’ (described in section 5.5.2). In the context of T2S, this service will continue to be offered via indirect connectivity only, through the same tools and messages formats that exist today. Following the receipt of the SVT stripping or reconstitution instruction, Euroclear France will generate appropriate already matched instructions on the T2S platform, to transfer the securities and update the related issuing accounts. Settlement reporting following these instructions will be sent to the primary dealer, according to its profile (via direct or indirect connectivity). 5.5.4. Dedicated ESES offer for free of payment without matching In accordance with market practice in France, client portfolio transfers between custodians are operated via free of payment transfers without matching, sent by the original custodian. Specific fields in the free of payment message allow the receiver to identify the reference of the client and the portfolio valuation on an STP basis. The T2S platform does not allow the use of dumps with external accounts. Therefore, the French market has requested that Euroclear propose a dedicated solution to generate free of payment transfers without matching on the T2S platform. The following solution will be implemented: 1. 2. 3. 4. 5. 6. the custodian to be debited sends a free of payment instruction without matching, with a specific format, to the ESES CSDs in favor of participant B we verify that both the party and the counterparty have subscribed to the service if both parties have subscribed to the service, we will send an already matched instruction to T2S platform for settlement, on behalf of participant A and participant B T2S settles the transaction. Participant A is debited and participant B is credited in T2S platform T2S platform sends the reporting to the ESES CSDs we send the reporting to participant A and participant B (including, for example, portfolio transfer details) The solution will apply only via indirect connectivity, and only between counterparties who have subscribed to the service. Although requested primarily for portfolio transfers, the solution can be used for any type of free of payment transfer. Figure 20: Processing of FOP instructions without matching via ESES White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 62 5.5.5. Bilateral repos Following the decommissioning of the SLAB matching system, the ESES repo service (Pensions Livrées) will no longer be offered on the T2S platform. This service allows two counterparties to match their transactions, with subsequent STP generation of near leg and far leg and, for certain rates, the automatic calculation and payment of interests. Following market consultation, we have proposed the use of the ESES Central Bank Money triparty collateral management services as an alternative. This offer: · is a comprehensive STP solution that matches already most of current ‘Pensions Livrées’ features (matching, automatic redemption) · includes the option for counterparties to select a single ISIN as collateral (so called 'Manual mode’) 5.5.6. Automatic balance transfers The ESES CSDs currently offer a service allowing an automatic transfer of balances between two accounts. This service is used in the following situations: · transfer of portfolio: when a participant transfers all its holdings to another account (e.g. closure, merger, change of custodian) · 'Domiciliation' transfer: when an issuer appoints another IPA for its Money-Market Instruments (MMIs) When requested, this process is generated at the start of the overnight process, before the execution of corporate actions. This service will be replicated in the context of T2S. The ESES CSDs will send already matched instructions to generate the transfer. To keep the current level of priority for these instructions, these will be sent with a transaction type code set to CORP. Reporting For DCPs, the settlement reporting will follow the parameters set by the participant for its CORP instructions. ICPs will have the possibility to filter the settlement reporting for these transactions. No custody messages (MT 56X) will be generated. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 63 6. ESES Central Bank Money triparty service The ESES Central Bank Money (CeBM) Triparty Collateral management service is a comprehensive solution that allows parties to process their collateral operations on an STP basis, for the following operations: · monetary policy with the NCB · bilateral financing · operations with CCPs (for CCP cleared operations fed by MTFs) The Interoperability service launched in 2013 allows ESES clients to operate with counterparties in Euroclear Bank on an extended scope of foreign collateral. Figure 21: Overview of CeBM service 6.1 General description of the service The ESES triparty service is built on the same collateral management infrastructure as Euroclear Bank’s service, which is linked to the settlement process of the ESES platform. This service covers the following functions: · deal matching · automatic screening and selection of collateral · settlement (DVP), margin calls and substitutions · valuation through daily mark-to-market · comprehensive reporting All transactions that are generated by the Collateral Management System (CMS) take the form of single- or multiple-standard free of payment or DVP instructions that are sent to ESES settlement. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 64 Eligibility criteria The collateral management service enables collateral givers and collateral takers to enter into collateral management transactions using pre-defined baskets of eligible securities. These baskets are defined and implemented in the Euroclear CMS based on the requirements of the market, or on a bilateral basis, while remaining within the spectrum of eligible securities Collateral baskets can be built based on various types of eligibility criteria, amongst which: · instrument type · rate type: fixed rate, variable or zero coupon · maximum remaining time to maturity · market type: domestic, i.e. issued in the domestic market, versus International or Foreign (launched by a foreign borrower in a domestic market) or global ( one or more domestic markets and the international market) · quotation age · rating: based on Issuer and security rating · issuer type Haircuts On top of haircuts as specifically defined by the ESCB in the context of its credit operations, haircuts levels can be applied in a very flexible way, across all eligible securities and specific haircut levels can also be applied to specific subsets of eligible securities. In the context of the triparty service with the NCB, the haircuts and prices of the Eurosystem apply to the standardised basket of ESCB eligible securities. Concentration limits Concentration limits can be applied in a very flexible way, across all eligible securities but specific concentration limits can also be applied to specific subsets of eligible securities. Concentration limits are applied in percentage. One unique basket for Eurosystem credit operations We have created one basket of securities eligible for Eurosystem credit operations. This basket is made of ESCB eligible securities and the haircuts of the Eurosystem apply. Eurosystem Credit Operations As a credit institution, you can obtain Central Bank credit from your NCB. To do so, you need to first deliver NCB-eligible collateral free of payment into the collateral account of your NCB. Now, you will be able to deliver such collateral by using the ESES collateral management services provided: · your NCB has an ESES account for the deposit of collateral and has agreed to use Triparty services · you send or input collateral management transactions on the ESES platform to deliver collateral from your ESES securities account to the NCB collateral account, allowing your NCB to perform the provision of cash in your TARGET2 account White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 65 Bilateral OTC transactions As a credit institution, you can manage your collateral for your repurchase transactions by using the ESES collateral management services provided: · your counterparty has an ESES account and has agreed to use Triparty services · you send or input collateral management transactions on the ESES platform to deliver collateral from your ESES securities account to your counterparty securities account on a DVP basis. Settlement will take place in T2S. Interoperability Interoperability service will use the cross-CSD functionality to settle the transactions between ESES CSD and Euroclear Bank Participants. 6.2 How will the service interact with T2S? The Triparty collateral management service is not within the scope of T2S. Therefore, the service will only be accessible to ICPs. In the T2S platform, the same workflows as today will be maintained: · when relevant, the ESES platform will dialogue with T2S to identify the available balances of the collateral givers and the settlement status of their pending transactions, so as to evaluate the available pool of collateral that can be used in the CMS transactions · to settle CMS transactions, the ESES platform will send to T2S DVP or FOP instructions between the Collateral Givers and the Collateral Takers: - already matched instructions (intra-CSD ESES) or - instructions to be matched (cross- CSD settlement to operate with a Euroclear Bank counterparties on non-ESES securities) Account structure We will maintain the current options that are available to the participants to identify the balances that can be used as collateral by the ESES triparty system. As today, the participant can decide to: · have its accounts flagged as auto-collateralisable also eligible for ESES triparty or · have an account dedicated to the triparty activity solely In the first case, the participant will manage the auto-collateralisation usage as a sub-position of the participant account (earmarked balance). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 66 Figure 22: Interactions of the ESES Triparty Collateral Management System with T2S Connectivity Access to the CMS will only be available in ICP mode, using current ISO15022 messages. Regarding settlement, we will flag all instructions sent to T2S with the appropriate ISO transaction code TRPO for opening and ‘TRVO’ for closing.. Depending on the configuration of the participant, settlement reporting will be sent either: · by the T2S platform in ISO 20022 format · by the ESES platform in ISO 15022 or ISO 20022 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 67 7. Corporate actions and issuer services 7.1. Corporate actions The processing of corporate actions, both for on stock and on flows will continue to be processed on the ESES platform. However, as securities and cash balances (resulting from settlement or required for settlement purposes) are held on the T2S platform, any debit or credit in securities and/or cash resulting from corporate actions will be processed on the T2S platform. Therefore, the corporate actions module on the ESES platform will interact with the T2S platform for the correct processing of corporate actions on the securities they hold on behalf of their clients. In accordance with the results of harmonisation thus far, corporate actions should be processed and settled on the T2S platform, according to both T2S Corporate Actions Subgroup (CASG) and Corporate Action Joint Working Group (CAJWG) standards. These standards impact both corporate actions on balances and corporate actions on transactions, especially market claims and transformations. We assume the following: · at the launch of the T2S platform, and in line with the harmonisation calendar agreed upon by the MIGs (Market Implementation Groups) of Belgium, France and the Netherlands, most of CAJWG standards will be in place in the three markets, especially with regard to: ◦ key dates and their sequence ◦ use of custody ISO messages ◦ use of STP election services ◦ implementation of the top-down method, including ratio and fractions management · current ESES market claims and transformation processing will evolve towards CASG standards at the start of T2S. These standards will be available for testing at the start of T2S testing period, as recommended by the CASG 7.1.1. Corporate actions on stocks This section describes how the ESES platform will interact with the T2S platform, to continue to offer efficient and cost effective corporate action services. 7.1.1.1. Notification and entitlement advices In the framework of T2S, corporate action announcements and entitlements will be provided by the ESES platform, according to the same calendar that is currently used. · Most of the time 25 business days before the payment date for fixed income, assuming that relevant information is available from the issuer (or its agent). · As soon as the information is available for other types of corporate actions, for original announcements. · At the close of the record date, for entitlements. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 68 Original announcements will be generated on the ESES platform, based on the last balances received from the T2S platform (either end-of-day balances or the last available extract). Additional announcements, currently sent in real time by the ESES platform, will now be offered on an hourly basis, as from the close of the T2S overnight window. Additional services related to announcements on instructions, which should be implemented on the ESES platform before the launch of the T2S platform, will also be adapted according to the same rules and frequency (i.e. hourly detection of the transactions that should lead to announcement). Pre-advice entitlements and pre-entitlements and entitlements will be based on the balances retrieved from the T2S platform. This information will only be provided in indirect connectivity mode in ISO 15022-compliant corporate actions messages. 7.1.1.2. Corporate action processing This section describes the changes that will arise from T2S implementation, primarily focusing on client impact. Scope of corporate actions The scope of corporate actions that will be offered on the T2S platform will be the same as what exists today in the ESES CSDs, with the exception of classical payment, which will be phased out26. These corporate actions will be processed according to the investor CSD model, whereby each CSD will be in charge of processing corporate actions for its own clients, regardless of whether or not it is the issuer CSD of the security. This is consistent with current ESES model. Corporate actions processing – generic framework The ESES platform will generate instructions that will be used to settle corporate actions movements on the T2S platform. This will be based on the: · corporate action details received by the ESES CSD and keyed-in in the ESES Corporate Actions securities database, either from the issuer (or its agent) or a foreign (I)CSD, before the corporate action (including the extensive set of dates to be used for processing) · end-of-day balances retrieved from the T2S platform The ESES platform will process corporate actions for all account holders, regardless of whether they are directly or indirectly connected. Once created by the ESES platform, the instructions to be used for corporate action processing will be sent as already matched instructions to the T2S platform for settlement. The matched instructions will be identified by a specific ISO transaction type code (‘CORP’) that will enable clear identification of them on the T2S platform. The instructions will also carry on some corporate action information, such as the unique Corporate Action reference assigned by the issuer CSD (COAF), to facilitate reconciliation by the client. Subject to ongoing detailed analysis, some changes might be needed in current accounting schemes or the account structure used to process corporate actions. However, the impact on current ESES clients should remain limited. 26 The ESES Standing Instructions service offer will also be discontinued. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 69 It is assumed that the use of pivot/offset accounts between the SPA (System Paying Agent) and the account holders for both distributions and reorganisations will be maintained. Further information will be provided in the relevant ESES Detailed Service Descriptions. Figure 23: Corporate action processing – generic framework Mandatory cash distributions Direct payment Currently, two procedures are used: · green light process · specific process for French government debt Green light procedure For the processing of mandatory cash distributions (e.g. income payments), the issuer (or its agent) or the ESES CSD of reference will continue to play the role of SPA, under the same conditions that exist today. The direct payment release mechanism ('green light') offered to the SPA will be maintained. It will be accessible only via indirect connectivity. At the end of the record date, the ESES CSD will send already matched payments free of delivery instructions (‘cash only’) to T2S with a CSD hold status to debit the SPA and credit the account holders. These instructions will remain 'on hold' until the SPA sends its 'green light', at which point the ESES CSD will release the instructions to generate the payments. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 70 The cash proceeds will be credited on the default DCA associated with each account, by the account holders. However, as a new feature, ESES clients, including the SPA will be able to specify a dedicated DCA to be used solely for corporate action purposes. ESES clients will have the possibility to transfer the cash proceeds from these DCAs to Target2 via either: · the set up of a Liquidity Standing Order (batch mode) · an immediate liquidity transfer The communications means available to the SPA for the management of the direct payment process will remain the same as they are today, i.e. EuroclearConnect for Screens or EuroclearConnect for STP. Please note that for the ‘green light’ message, there will be no more use of the MT 043 proprietary message but the ISO compliant message MT 530. Specific process for the French government debt Currently, income payments for French government bonds are credited automatically to the ESES participants during the overnight processing without ‘green light’ mechanism (the issuer agent, Banque de France, is authorised to have a negative cash position intra-day). The specific direct payment procedure that applies today to the French government bonds will be maintained. The 'green light' procedure will not apply to these securities. The cash credits of ESES clients will continue to be instructed during the night time processing. Mandatory stock distributions and distributions with options For other corporate actions, the aim is to keep ESES accounting schemes, both to preserve the level of service and minimise impact on the client. Therefore, we intend to keep most of the existing ESES features, including the use of interim securities for distribution with options. For distributions with options, the SPA will be able to specify full details of each available election option with a unique option identifier, to enable STP processing and reconciliation. The initial credit of the securities in the SPA securities account will remain processed as they are today, upon receipt of the relevant information on the ESES platform. For more information on option elections, see the section on elections. Phase out of classical (‘coupon’ payment) In line with international market standards, the classical payment procedure (coupons payment) will be phased out in ESES CSDs at the latest with the introduction of T2S. In addition to this, the Standing instructions procedure for coupons payment will also be phased out. For euro-payments, it will be replaced by the Direct Payment Mechanism described above. For non-euro payments, it will be replaced by the existing service of non-euro payments in the Euroclear Bank accounts of ESES clients. This service is currently used for a selection of instruments (namely all non-euro securities eligible in Euroclear Nederland and French monetary instruments issued in a non-euro currency). At the latest at the launch of T2S, it will be extended to all non-euro income payments generated by the ESES platform. Based on eligible balances of ESES clients, we will initiate the payments in their Euroclear Bank accounts as today. Reorganisations We intend to keep ESES features, including the use of both ‘top down’ and ‘bottom up’ approaches according to each market standards recommendations. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 71 Mandatory reorganisations and default options on any remaining non-elected position for mandatory reorganisations with options corporate actions (i.e. CHOS events) will continue to be processed via the top down approach. For reorganisation with options, the SPA will specify full details of each available election option, with an option number attached to each option, to enable STP. For mandatory reorganisations 27, or for default option processing, the ESES platform will send settlement instructions to the T2S platform, to debit the quantity from the client securities account and credit the SPA’s securities account. For any corporate actions, the SPA will make the cash or securities distribution associated with the reorganisation. Elections For distributions with options and reorganisations with options, the election of relevant options will remain offered by the ESES CSDs. This automated feature will only be offered to ICPs. · Clients in indirect connectivity will send elections to the ESES CSD via ISO 15022compliant MT 565 Corporate Action Instruction messages or via EuroclearConnect for Screens, specifying the relevant corporate action reference number and the option number for their choice of proceeds. The election of relevant option will not be possible in direct connectivity mode or via settlement instructions (DVP or Matched FoP) with the issuer agent. · After completion of syntax and format checks, and when relevant, the ESES CSD will 'block' the instructed quantities of underlying securities (via the use of a specific account nature) · The client will receive an election status advice message (MT 567) and the issuer agent appointed to centralise the event will receive an Elective instruction message (MT 565)28. · The ESES CSDs will then send matched instructions to the T2S platform based on the clients’ corporate action instructions, with intended settlement date the payment date of the corporate action. · Other specific features that are currently being rolled out in the frame of CSE project (Custody services evolutions) will remain available, such as election on pending transaction. 27 The instructions will be already matched instructions, and will include the ‘CORP’ ISO transaction type code. 28 As defined in the scope of Custody Services Evolutions phase 2, to be implemented at the end of 2013. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 72 Figure 24: Option election for ICPs The ESES platform will process the distribution on behalf of the SPA, thereby minimising adaptation costs for the clients and the SPA and allowing them to keep their custody reporting in place with the appropriate references, for easy reconciliation. 7.1.1.3. Corporate action reporting For corporate actions, the entitled account holder will receive corporate action confirmation upon processing of the corporate action, including the appropriate corporate action references, either via ESES platform or the T2S platform directly. ICPs will receive ISO 15022-compliant custody messages, and if relevant ISO 15022- or ISO 20022compliant settlement messages. 15022 custody reporting will be always produced in ESES CSD format with Participant code/BIC, subaccount type + sub-account, NDC and ICPG. The T2S platform will also generate some securities settlement confirmation messages that will be sent to the ESES platform and DCPs. DCPs will be able to filter the production of ISO 20022-compliant messages from the T2S platform. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 73 The following table shows the communications means that will be offered for corporate action processing: ESES indirect connectivity EuroclearConnect EuroclearConnec for STP t for Screens ISO ISO 15022 20022 MT 564 Corporate Action Notification • • MT 564 Pre-advice entitlement • • MT 564 Corporate Action Entitlement • • MT 565 Elective instructions • • MT 566 Corporate Action Confirmation • • MT 567 Corporate Action Status and Processing Advice • • MT 568 Corporate Action Narrative Message • • Corporate Action Settlement Confirmation • • • Direct connectivity T2S T2S screen platform ISO 20022 • • Table 18: Corporate action messaging 7.1.2. Corporate action on flows 7.1.2.1. Generic principles As is the case for corporate actions on stock, corporate actions on flows will be processed according to the investor CSD model (i.e. each CSD will be in charge of detecting and processing corporate actions for its own participants). The detection, processing29 and reporting of market claims and transformations will continue to be processed on the ESES platform, and the ESES platform will instruct the T2S platform accordingly. However, due to the implementation of the T2S cross-CSD functionality, additional impact on the client is expected. In line with the Belgian, French and Dutch markets, the buyer protection mechanism will not be automated for any type of corporate action event on the ESES platform. Buyer protection will be handled bilaterally between CSD participants. 7.1.2.2. Market claims and transformations Detection The detection of eligible transactions will be based on the key dates, record date and payment date of the original corporate action, as recommended in the CAJWG standards. The detection of market claims and transformations will be processed for all the instructions related to an ESES CSD, regardless of whether or not the originator of the instruction is and ICP or DCP. Detection will also apply on settled instructions for reverse market claims, in line with the rules to be applied from September 2013 in the context of CSE project (Custody Services Evolutions). To limit the interaction costs between the ESES platform and the T2S platform, the detection frequency of eligible transactions will change. Detection will take place during the T2S real-time settlement window, on an hourly basis, instead of real time, as is the case on the ESES platform. This change should not impact the service level. Detection will apply for 20 business days, as from the record date, or market deadline (for the transformation on CHOS) which is the standard set by the CASG and CAJWG. As a reminder, the current ESES detection period is 45 business days, starting as of the ex date of the corporate action. 29 Matched instructions for intra-CSD transactions and matching instructions for cross-CSDs transactions, sent to T2S for settlement. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 74 The ESES platform will interact with the T2S platform to identify eligible transactions. The claim detection process will take into account both ‘opt out’ and ‘cum ex’ specific T2S indicators. The 'opt out' indicator will override 'cum ex' and date configuration, pending CASG confirmation. Processing Different processing will be used for market claims and transformations. Market claims processing Upon detection of eligible transactions, the ESES platform will instruct the T2S platform for the processing of market claims. This will be carried out by creating new separate transaction(s)30: · already matched instructions, when the underlying instruction is an intra-CSD transaction · instruction to be matched, when the underlying instruction is a cross-CSD transaction These transactions will be identifiable by the ISO transaction type code CLAI and, at a minimum, the T2S reference of the underlying transaction and the unique Corporate Action reference (COAF) of the event assigned by the issuer CSD. The settlement of market claim instructions will follow standard T2S settlement rules, and will be independent from the settlement of the underlying transactions. Transformation processing Upon detection of eligible transactions, the ESES platform will instruct the T2S platform for processing the transformation in the form of two separate instructions: · cancellation of the underlying instruction · creation of the relevant new instructions31 These two instructions will be sequenced so as to ensure that the new instructions are only created (and subsequently settled) upon confirmation of the cancellation of the underlying instructions. The ESES platform will send the cancellation instruction and the new instruction in the form of: · already matched instructions, when the underlying instruction is an intra-CSD transaction · instruction to be matched, when the underlying instruction is a cross-CSD transaction These transactions will be identifiable by the ISO transaction type code TRAN and, at a minimum, the T2S reference of the underlying transaction and the COAF. Cancellation will also be identifiable, and will mention that the cancellation is due to the processing of the transformation. 30 In the case of multiple proceeds, a separate transaction for each proceeds will be sent by the ESES platform to the T2S platform. 31 This is an upgrade of current ESES processing, in which there is no cancel-and-replace mechanism for transformation into cash (related to mandatory reorganisation against cash without option). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 75 The ESES automated processing of transformations will include a large range of cases, including the processing of single or multiple proceeds, fractions and compensation into cash. Further details will be provided in the forthcoming ESES Detailed Service Description. Figure 25: Market claims and transformations – generic framework – Intra-CSD case Tax status Even if the point is still under discussion at the market level, the assumption is that the tax status of the claim could be derived from the issuer CSD tax status. This point will be further addressed in the forthcoming ESES Detailed Service Description. Cross-CSD focus Upon detection of a cross-CSD transaction giving rise to a market claim or a transformation, both CSDs involved in the transaction will send a matching instruction to the T2S platform, to process the market claim or the transformation. To that extent, the ESES CSD service level will also depend on the level of service of the other CSD involved in the transaction. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 76 Figure 26: Market claims and transformations – Cross-CSD case Reporting For ICPs, various communication configurations will be offered, allowing for the reception of a range of messages, either using ISO 15022-compliant custody messages, or ISO 15022- or ISO 20022compliant settlement messages. Further details on the configuration and exact content of the messages will be provided in the forthcoming ESES Detailed Service Description. The T2S platform will also generate securities settlement confirmation messages that will be sent to the ESES platform and DCPs. DCPs will be able to filter the production of 20022-compliant messages from the T2S platform. ESES indirect connectivity EuroclearConnect EuroclearConnec for STP t for Screens ISO ISO 15022 20022 MT 564 Corporate Action/Market Claim Announcement • • MT 564 Market Claim Creation • • MT 564 Market Claim Cancellation • • MT 566 Market Claim Confirmation (custody message) • • Market Claim Confirmation (settlement message) • • • Direct connectivity T2S T2S screen platform ISO 20022 • • Table 19: Market claims and transformation message White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 77 7.1.2.3. Buyer protection In the context of corporate actions harmonisation works, it was considered that implementing an automated buyer protection by CSDs is not mandatory. However, an investor CSD needs to provide buyer protection if they connect to an issuer CSD which has automated buyer protection but the investor CSD doesn't need to implement it on an automated basis. In line with market view, no automated buyer protection process will be established on the ESES platform. Only the Buyer Protection Deadline and Guaranteed Participation Date will be provided by ESES with the event’s notification. In that respect, a manual procedure will be rolled out between participants. 7.2. Issuer services 7.2.1. Overview of issuer services on the T2S platform Outside of core services (such as corporate actions, new issues and registered securities, as described in previous sections), the ESES CSDs offer a wide range of services to issuers (or their agents). In this context, the CSDs primarily act as an interface between issuers and custodians, to provide information or to collect information, for purposes such as the following: · identification of shareholders (e.g. Euroclear France TPI service and Euroclear Belgium Capitrak Level 2, ESES/ Capital Precision foreign shareholding identification service) · general meetings (e.g. ESES/Broadridge service) · information routing to custodians · identification of account holders (e.g. reporting OPCVM) To perform some of these services, the ESES CSDs must interact with ESES settlement system to identify balances or transactions related to a given ISIN. Where such interaction is necessary, in the context of T2S, the ESES platform will communicate with the T2S platform. In general, the T2S project will only slightly impact (if it will have any impact at all) on the way issuers services are currently processed on the ESES platform. In particular, messages and communications with issuers and custodians should remain the same as today, and proprietary messages will continue to be used as they are today. Therefore such services will only be accessible in indirect connectivity mode. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 78 T2S impacts on corporate issuers (non banking), members of Euroclear France Currently, Euroclear France accepts as participants corporate issuers (non banking) that only operate free of payment operations. With T2S, such issuers, as today, will not be obliged to open a dedicated cash account (DCA) if they do not intend to manage instructions against payment (free of payment only). However, they will have to get a BIC to be identified in T2S. Figure 27: Overview of ESES issuer services in the context of T2S In the longer-term, we expect indirect impact, as the T2S project will allow issuers to enlarge their investor base in the Eurozone. It is likely that this will create a need and an opportunity for further harmonisation of issuer services, especially in the area of shareholders transparency. To illustrate how issuer services might be impacted by the T2S project, we provide below a description on the impact we foresee on the TPI shareholder identification service. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 79 7.2.2. Titres au Porteur Identifiable (TPI) The Disclose Bearer Securities service (Titres au Porteur Identifiable (TPI) is a Euroclear France regulatory service that allows issuers of bearer securities to know the nominative list of their shareholders and holdings. When a request is sent by an issuer, Euroclear France sends the information to the custodians that have a balance. The custodians are then required to provide identification of the shareholders before the deadline, as established by the market. Euroclear France consolidates the responses received from the custodians and sends the full list to the issuer. Figure 28: Processing shareholders identification (TPI) In the context of the T2S project, this service will continue to be offered via indirect connectivity. Exchanges with issuers and custodians will follow the same flows and same communication means (i.e. STP proprietary messages or eTPI) as is the case today. The only change will be that Euroclear France will identify eligible balances of custodians through the T2S platform (instead of the ESES settlement system). White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 80 8. ESES Investor CSD offer The ESES CSDs will expand their investor CSD role going forward by increasing coverage up to all T2S eligible securities and by further developing its asset servicing. This offer will provide ESES participants with a single entry point to hold and settle in central bank money all T2S-eligible securities. Figure 28: ESES as single entry point to CSDs in T2S We will reinforce direct links between the ESES platform and the other T2S CSDs to enable the: · acceptance of all T2S securities on the ESES platform · allowance of cross-CSD settlement in CeBM with all T2S counterparties We will further enlarge and enhance our ESES asset servicing offer to meet the most demanding participant requirements for the custody of ESES home securities and foreign securities. Towards that end, the ESES CSDs will leverage the expertise and infrastructure available in the Euroclear group. Current links Links H2 2013 T2S implementation Austria: OeKB Belgium: NBB – SSS Euroclear Bank (XS) Finland: Euroclear Finland Germany: CBF Italy: Monte Titoli Spain: Iberclear Switzerland: SIX SIS Austria: OeKB Belgium: NBB – SSS Euroclear Bank (XS + other international securities) Finland: Euroclear Finland Germany: CBF Greece: BOGS Italy: Monte Titoli Spain: Iberclear Switzerland: SIX SIS Direct links with all markets joining T2S Irish securities Euroclear Bank (XS + other international securities) Table 20: ESES links with European markets As part of this offer, the ESES CSDs will also include Irish securities. The main features of the ESES investor CSD offer are the following: Connectivity The investor CSD offer will be available to ICPs and DCPs allowing for a single connectivity towards European markets via the ESES CSDs. We will offer a unique interface for the Euroclear Group including STP using ISO format and a single-screen interface. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 81 Account structure The investor CSD offer will allow clients to: · hold ESES home securities and foreign securities in a single securities account · benefit from a single cash arrangement Settlement Intra-CSD and cross-CSD settlement of foreign securities will follow ESES CSD and T2S rules, as described in this White paper. The Euroclear group is actively involved in the working groups dealing with harmonisation and steps to lift the barriers to smooth cross-CSD settlement. For further details on cross-CSD settlement, see section 6.5. Liquidity Management Payment banks will be able to effectively centralise their liquidity on a single DCA using autocollateralisation on all ESCB eligible securities that they hold either: · on their securities account in ESES · on securities accounts in other CSDs in T2S Through ESES, both Payment banks and payment banks clients will benefit from the largest pool of collateral to support adequately: · the auto-collateralisation with their credit provider · the triparty collateral operations with their counterparties Asset servicing We will enlarge the range of ESES asset servicing offered to facilitate the holding of European assets from the ESES securities account: · corporate actions: all end-to-end corporate actions and market claim services will apply to the securities accepted on the ESES platform in the context of the investor CSD offer. By the launch of the T2S platform, we will continue to gradually extend these services to provide upgraded reporting and additional flexibility in the management of corporate actions · tax services: as a new feature of the ESES service offering, we will support ESES participants in managing the withholding of taxes. The ESES CSDs will offer an at Source service and Quick Refund and Standard Refund (when applicable in the domestic market). · proxy voting services: will be offered for home and pan-European foreign assets. This will include proxy voting reporting such as meeting notification, pre-meeting voting instruction status Upgraded asset servicing service for domestic ESES securities As an optional feature, we will offer ESES clients this extended asset servicing also for ESES domestic securities, especially in relation to tax management. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 82 9. Client readiness, migration and testing The Governing Council of the ECB has proposed the final Framework Agreement to the CSDs on 22 November 2011. A Currency Participation Agreement will also be offered to the non-EUR central banks. To date, 24 CSDs have signed the T2S framework agreement and will migrate to the new platform between 2015 and 2017. The Eurosystem has also concluded its specifications phase which includes the release of the following documentation: · General Function Specification (GFS) V4.0 on 31 May 2010 · User Requirement Document (URD) 5.02 on 7 September 2012 · User Detailed Functional Specifications (UDFS 1.2.1) on 7 September 2012 · Graphical User Interface (GUI) Business Functionalities, version 1.8 7 September 2012 · Business Process Description V1.1 on 16 November 2012 · T2S User Handbook (UHB) V1.0, 14 December 2012 We intend to roll out the project with users as follows: May 2013 · We started issuing dedicated Newsletters to inform you about the roll out of the project · We created a dedicated page on our website (https://www.euroclear.com/T2S) · We requested ESES clients to provide the name of a Single Point of Contact (SPOC) · We started Implementing the new governance related to the ESES T2S project, with the launch of the ESES T2S Users Group (ESES TUG) and the launch of the ESES T2S National Coordination Committee (ESES T2S NCC) (See section 1.2) June 2013 · We started the workshops and training sessions about the project (general presentation). These will be followed by dedicated sessions on settlement, connectivity, migration…) By the beginning of 2014 · We will release main ESES contractual documentation: DSDs and Data Dictionaries impacted by T2S · We will start the works of the Implementation Committee with users that will prepare the migration until the launch In Annex 7, you will find a provisional list of DSDs impacted by T2S. Figure 29: ESES – T2S project roll out with users White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 83 9.1. Migration Migration to T2S will be organised in four waves. In addition, one contingency migration wave date is set up in case one CSD cannot migrate as originally planned. This contingency wave is foreseen no later than six months after the last migration wave. The distribution of the waves has been discussed between ECB, NCB, and CSD and their related communities (Clients) with the aim to minimise the risks. The ESES CSDs will migrate in the second the wave (foreseen in the weekend of 25 to 28 March 2016). The ESES CSDs will migrate in the same wave as: · the Portuguese CSD Interbolsa so as to have all securities listed on Euronext markets migrating simultaneously · the National Bank of Belgium (NBB – SSS), so as to have all Belgian securities migrating simultaneously Wave Migration weekend Country CSD 1 19 – 22 June 2015 Greece Bank of Greece Italy Monte Titoli Malta Malta Stock Exchange Romania Depozitarul Central Switzerland SIX SIS (EUR only) Belgium Euroclear Belgium Belgium NBB – SSS France Euroclear France Netherlands Euroclear Nederland Portugal Interbolsa Austria Denmark Germany Luxembourg Hungary OeKB VP Securities (EUR only, DKK from 2018) Clearstream Banking Frankfurt LuxCSD VP Lux Keler Hungary Estonia AS Eesti Vaartpaberikeskus Finland Euroclear Finland Belgium BNY Mellon (CSD) Lithuania CSD of Lithuania Slovakia CDCP Slovakia Slovenia KDD Slovenia Spain Latvia Iberclear Latvian CSD 2 25 – 28 March 2016 3 9 – 12 September 2016 Luxembourg 4 3 – 6 February 2017 Table 21: CSDs migration waves to T2S For CSDs, NCBs and ECB, each wave will be organised in three different steps: 1. pre-migration period: three months before the migration week end (see below) 2. migration weekend: weekend during the CSDs will switch from their current system to the new system 3. stabilisation period: During one month as from the migration week end, ECB, CSDs and NCBs will provide a strong focus regarding the system availabilities and efficiencies As from the pre-migration first wave, the ESES CSDs will interact with T2S. T2S will offer the possibility to a CSD migrating in a future wave to act as ‘CSD SME only’. This specific feature will allow the ESES CSDs to create/maintain their securities (i.e. securities for which they are the issuer: issuance account held in the ESES CSDs). The aim is to allow CSDs and NCBs migrating in wave 1 to trade on securities for which the ESES CSDs are Securities Maintaining Entity. 9.2. Testing White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 84 Testing on the T2S platform will be organised in stages, which involve different players in the following order: Figure 30: Testing phases for the T2S platform 1. Internal tests by the Eurosystem 2. Tests involving the Euro-system and the CSDs 3. Tests between CSDs and their clients Internal tests by the Eurosystem · Eurosystem Acceptance Test: Eurosystem verifies the quality of the system that is required to begin user testing. This testing phase starts before the connectivity tests and continues in parallel with it. These tests are ongoing and should end in September 2014. Tests Involving the Euro-system and the CSDs · Connectivity tests will consist of: ◦ the ability to reach the welcome page and log-in of the T2S screen; ◦ the exchange of messages at the application level; and ◦ push-and-pull services for reports · CSDs’ Acceptance Test: CSD to confirm that the T2S platform complies with T2S Service Description and scope defining set of documents · Bilateral Interoperability testing: CSD tests the T2S platform to ensure the readiness of its IT system to interoperate with the platform · CSD certification: this stage aims to provide evidence that the CSD platform does not harm the T2S platform as the result of inappropriate technical communication or procedures · Multilateral Interoperability Testing: CSD tests with other participating CSDs and Central Banks belonging to the same migration wave and of previous migration waves For the ESES CSDs, these tests should start in October 2014 and end before the start of community testing. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 85 Tests between CSDs and their clients · Community Test: the CSD and its participants verify the correct functioning of the T2S platform and validates that CSD participants can interact correctly end-to-end with the T2S platform (both ICPs and DCPs) · DCP certification: this stage aims to provide evidence that the DCP client does not harm the T2S platform as a result of inappropriate technical communication or procedures · Business Day Testing: comprises the simulation of several consecutive business days of T2S platform operation after completing a migration rehearsal for the respective CSD migration wave using the expected production data set-up. It includes all CSDs of a migration wave and their respective communities, their central banks and their payment banks. During this period some business contingency tests will be performed. The end of this phase will be run in life timing production. · Authorisation tests: the CSD will use this testing stage to verify whether its participants respectively (the whole community), comply with its rules, procedures and requirements to go-live in T2S Testing details for the ESES CSDs The below high level description will be detailed in due course: · users testing should start mid September 2015 · ESES participants will be required to have all their connectivity with ESES platform fully operational before the start of the community testing · we will define mandatory testing scenarios for all ESES participants, which will constitute a prerequisite to be eligible for the migration into production in March 2016 (authorization tests will be included) · we foresee to organise three switchover tests: ◦ one at the opening of the testing platform (this implies that clients are active and generate instructions on the testing platform ahead of this switchover test) ◦ the two others in Q1 2016 Specific features of DCP testing · As far as ESES functional testing is concerned, DCPs will be required to follow the common ESES testing program. No major difference is expected between DCPs and ICPs. · In addition to this functional testing, DCPs will be required to test their connectivity with the T2S platform and obtain the related ECB certification, by delegation of their CSD. An ESES participant which has already obtained its certification in wave 1 will not be required to obtain an additional certification for migrating to ESES. For DCPs migrating for the first time with the ESES CSDs, the ECB certification testing should be performed in the early weeks of the ESES testing period (September / October 2015). Note ESES participants who want to become DCP should have confirmed their intention in a non-binding manner by 15 October 2013. After this date, expressions of interest from DCPs could only be considered for the next migration cycle, i.e. after the 4th wave planned in 2017. White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 86 Annex 1 - Overview of main ESES services and changes in relation to the T2S project Settlement-related services Services continue to be offered but outsourced to the T2S platform (Accessible to ICPs an DCPs) Standard settlement Slab matching Settlement Change s due to the T2S project Manual partialling SLAB Fails recycling Liquidity management Settlement with external CSDs Cash transfers (liquin, liquout) Sweeps Presettlement Registered securities Specifics Autocollateralisation Cash limit management Rebalancing of balances flagged as autocollateralisable Settlement Connect /MTF feeds Trade confirmation (SBI) Funds order routing Triparty collateral management French BRN Belgian Registered Shares (BRS) Settlement of registered securities Repo ISIN conversion Stripping / reconstitution Comment No change • • Pre-matching Automatic partialling SBI Settlement Connect Automatic shaping SBI Settlement Connect Servic e no longer offered • • Dumps Cross-border settlement Services continues to be offered via the ESES platform only (Accessible to ICPs only) • • • To be extended to DVP settlement To be replaced by hold and release To be replaced by T2S partialling process. To apply to all transactions • • • • • • • • • • • • • • • • • • • White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 87 Issuance and primary market Services continue to be offered but outsource d to the T2S platform (Accessibl e to ICPs an DCPs) Codification/admission Issuance Services continues to be offered via the ESES platform only (Accessible to ICPs only) Change s due to the T2S project Standard Securities codification/admission STP TCN codification/admission TCN block of code • STP warrants codification/admission (Plug & Clear) Issuance standard securities Issuance/quasi issuance Funds/ TCN • Servic e no longer offered Comment No chang e • • • • White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 88 Custody services Services continue to be offered but outsourced to the T2S platform (Accessible to ICPs an DCPs) Corporate actions Corporate action notifications Corporate action entitlements Elections Physical securities Vaults Comment • To be replaced by ESES Direct Payment procedure Idem No change • • • • • Transformations Standing instructions for coupons Deposits and withdrawals Change s due to the T2S project Servic e no longer offered • Market claims Direct Payment (standard procedure 'green light') Direct Payment (specific procedure for French government debt) Corporate actions settlement Coupons payments Services continues to be offered via the ESES platform only (Accessible to ICPs only) • • • • Services may have been discontinued by the time of connection to the T2S platform White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 89 Issuer services Services continue to be offered but outsource d to the T2S platform (Accessibl e to ICPs an DCPs) Shareholder identification Shareholders meeting management Accountholder identification Services continues to be offered via the ESES platform only (Accessible to ICPs only) Change s due to the T2S project Comment Servic e no longer offered Comment Servic e no longer offered Comment No chang e TPI • Capitrack level 2 • • ESES/Broadridge service ESES Fund Holders Statement Reporting OPCVM Servic e no longer offered • • • TCN holders screen (EuroclearConnect) Capilog • • Capitrack Level 1 Communications Services continue to be offered but outsource d to the T2S platform (Accessibl e to ICPs an DCPs) STP channel ESES screens EuroclearConnect for STP EuroclearConnect for Screens Services continues to be offered via the ESES platform only (Accessible to ICPs only) Change s due to the T2S project No chang e • • Information services Services continue to be offered but outsource d to the T2S platform (Accessibl e to ICPs an DCPs) Information services Services continues to be offered via the ESES platform only (Accessible to ICPs only) Change s due to the T2S project TCN information flow • • Capinews ESES vision No chang e • White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 90 Others Services continue to be offered but outsource d to the T2S platform (Accessibl e to ICPs an DCPs) Others Financial Transaction Tax Automatic balance transfers Services continues to be offered via the ESES platform only (Accessible to ICPs only) Change s due to the T2S project Servic e no longer offered Comment No chang e • • White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 91 Annex 2 - Overview of the future state of ESES settlement messages – Matching and Repo Inbound messages Removed Kept RGV proprietary format message Message type MT001 Message label Instruction ISO 15022 format message Message type MT 540 MT 541 MT 542 MT 543 MT002 MT003 Reverse Transaction Instruction Cancellation request N/A MT 540 MT 541 MT 542 MT 543 MT004 Instruction Modification Request MT 540 MT 541 MT 542 MT 543 N/A N/A New MT 530 Message label ISO 20022 format message Message type Message label Receive Against Payment Receive Against Payment Deliver Free of Payment Deliver Against Payment N/A sese.023.001.03 SecuritiesSettlementTransactionInstructionV03 N/A N/A Receive Against Payment Cancellation Request Receive Against Payment Cancellation Request Deliver Free of Payment Cancellation Request Deliver Against Payment Cancellation Request Receive Against Payment Amendment Request Receive Against Payment Amendment Request Deliver Free of Payment Amendment Request Deliver Against Payment Amendment Request Settlement Instruction (Hold/Release) sese.020.001.03 SecuritiesTransactionCancellationRequestV03 sese.030.001.03 SecuritiesSettlementConditionModificationRequestV03 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 92 Outbound messages Removed RGV proprietary format message Message type MT007 Message label Matching reminder instruction Kept ISO 15022 format message Message type MT 578 MT 578 MT012 MT011 Instruction reminder Cancelled or Removed Information on instruction MT 578 MT 544 MT 545 MT 546 MT 547 MT011 Information on instruction MT 548 MT 548 MT095 Error MT 548 N/A N/A MT 548 MT 586 MT008 MT009 MT013 MT014 MT016 MT017 MT019 MT020 Matching reminder for reverse transaction instruction Securities substitution matching reminder notice Information on deputising member instruction Information on reverse transaction instruction Information on deputising member's reverse transaction instruction Information on Banque de France repo instruction Daily report Summary report: acknowledge ment of messages received New N/A ISO 20022 format message Message label Message type Message label Settlement Allegement Notification Settlement Allegement Advice Settlement Allegement Cancellation Advice Receive Free Confirmation Receive Against Payment Confirmation Deliver Free Confirmation Deliver Against Payment Confirmation Transaction Status Advice Cancellation Request Status Advice Transaction status Modification Request Status Advice Statement of Settlement Allegements N/A sese.028.001.03 SecuritiesSettlementTransactionAllegementNotificationV0 sese.029.001.03 SecuritiesSettlementAllegementRemovalAdviceV03 semt.020.001.03 SecuritiesMessageCancellationAdviceV03 sese.025.001.03 SecuritiesSettlementTransactionConfirmationV03 sese.024.001.03 SecuritiesSettlementTransactionStatusAdviceV03 sese.027.001.03 SecuritiesTransactionCancellationRequestStatusAdviceV03 sese.024.001.03 SecuritiesSettlementTransactionStatusAdviceV03 sese.031.001.03 SecuritiesSettlementConditionModificationStatusAdviceV03 semt.019.001.03 SecuritiesSettlementTransactionAllegementReportV03 N/A N/A White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 93 Annex 3 - Overview of the future state of ESES settlement messages – Settlement Inbound messages Removed Kept RGV proprietary format message New ISO 15022 format message Message type MT027 Message label Securities movement Message type MT 542 N/A N/A MT 542 MT028 Request for cancellation of securities transfer N/A MT 542 MT022 International Delivery Order MT 542 MT041 International Receipt Instruction MT 540 N/A MT 542 Message label Own Account Transfer Instruction Physical Withdrawal Instruction Own Account Transfer Cancellation Request Physical Withdrawal Cancellation Request Deliver Free of Payment (International Delivery Order) Receive Free of Payment (International Receipt Instruction) ISO 20022 format message Message type Message label sese.023.001.03 SecuritiesSettlementTransactionInstructionV03 sese.020.001.03 SecuritiesTransactionCancellationRequestV03 sese.023.001.03 SecuritiesSettlementTransactionInstructionV03 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 94 Outbound messages Removed RGV proprietary format message Message type MT034 Message label Transfer of securities settled or failed Kept ISO 15022 format message Message type MT 544 MT 546 MT 546 MT037 Euroclear entry settled or failed MT 548 MT 544 MT 546 MT031 Acceptance or rejection of securities transfer MT 548 MT 544 MT 546 MT 548 MT023 MT042 MT036 Information on International Delivery Order Information on International Receipt Instruction International transfer Settled or failed MT 544 MT 546 MT 548 MT038 MT030 MT035 International transfer rejected Rejected DVP movement DVP settled or failed MT 544 MT 546 MT032 MT085 MT080 MT080 N/A Rejection of request for cancellation Securities balance Statement of transactions Statement of pending transactions N/A New MT 548 MT 548 MT 535 MT 536 MT 537 MT 586 Message label ISO 20022 format message Message type Message label Physical Deposit Confirmation Physical Withdrawal Confirmation Own account owner Confirmation Settlement Status Receive Free Confirmation Deliver Free Confirmation Settlement status Receive Free Confirmation Deliver Free Confirmation Settlement status sese.025.001.03 SecuritiesSettlementTransactionConfirmationV03 sese.024.001.03 sese.025.001.03 SecuritiesSettlementTransactionStatusAdviceV03 SecuritiesSettlementTransactionConfirmationV03 sese.024.001.03 sese.025.001.03 SecuritiesSettlementTransactionStatusAdviceV03 SecuritiesSettlementTransactionConfirmationV03 sese.024.001.03 SecuritiesSettlementTransactionStatusAdviceV03 Receive Free Confirmation Deliver Free Confirmation Settlement status sese.025.001.03 SecuritiesSettlementTransactionConfirmationV03 sese.025.001.03 SecuritiesSettlementTransactionConfirmationV03 sese.024.001.03 SecuritiesSettlementTransactionStatusAdviceV03 Receive against payment Confirmation Deliver against payment Confirmation Settlement status Settlement status sese.025.001.03 SecuritiesSettlementTransactionConfirmationV03 sese.032.001.02 sese.027semt.01 5.001.03 SecuritiesSettlementTransactionGenerationNotificationV02 SecuritiesTransactionCancellationRequestStatusAdviceV03 Statement of Holdings Statement of transactions Statement of pending transactions Statement of settlement Allegement semt.002.001.04 SecuritiesBalanceCustodyReportV04 semt.017.001.02 SecuritiesTransactionPostingReportV02 semt.018.001.02 SecuritiesTransactionPendingReportV02 semt.019.001.02 SecuritiesSettlementTransactionAllegementReportV02 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 95 Annex 4 - Overview of the future state of ESES settlement messages – Payments Inbound messages Removed Kept RGV proprietary format message Message type MT024 N/A Message label Cash transfer order N/A New ISO 15022 format message Message type MT 202 MT 292 Message label Liquidity Transfer Out Instruction Liquidity Transfer Out Cancellation ISO 20022 format message Message type Message label camt.050.001.03 SecuritiesSettlementTransactionConfirmationV0 3 N/A N/A camt.066.001.01 camt.072.001.01 camt.074.001.01 camt.011.001.05 camt.024.001.04 camt.003.001.05 IntraBalanceMovementInstructionV01 IntraBalanceMovementModificationRequestV01 IntraBalanceMovementCancellationRequestV01 ModifyLimitV05 ModifyStandingOrderV04 GetAccountV05 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 96 Outbound messages RGV proprietary format message Message type MT025 ISO 15022 format message Message type MT 299 Message label Liquidity Transfer Out Failure Advice MT 296 N/A Message label Cash transfer settled or failed Cash transfer confirmation or rejection N/A N/A N/A MT 910 N/A N/A MT 900 N/A N/A MT 910 MT039 Cash and purchasing power positions N/A MT 941 Total cash in failed and purged DVP movements MT 940 Liquidity Transfer Out Cancellation Advice Liquidity Transfer out Confirmation (credit confirmation) Liquidity Transfer In Confirmation (credit confirmation) Liquidity Transfer out Confirmation (credit confirmation) Liquidity Transfer In Confirmation (credit confirmation) Intra-day Liquidity Position Statement Liquidity Movements Statement End of Day Liquidity Statement MT026 N/A MT029 N/A MT 900 MT 942 ISO 20022 format message Message type Message label N/A N/A camt.054.001.02 BankToCustomerDebitCreditNotificationV02 camt.025.001.03 ReceiptV03 camt.052.001.02 BankToCustomerAccountReportV02 camt.053.001.02 BankToCustomerStatementV02 camt.067.001.01 camt.068.001.01 camt.073.001.01 IntraBalanceMovementStatusAdviceV01 IntraBalanceMovementConfirmationV01 IntraBalanceMovementModificationRequestStat usAdviceV01 IntraBalanceMovementCancellationRequestStat usAdviceV01 ReturnAccountV05 ReturnTransactionV05 camt.075.001.01 camt.004.001.05 camt.006.001.05 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 97 Annex 5 - ESES – T2S messages life cycle Settlement Reporting White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 98 Payments Corporate actions White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 99 Annex 6 - Detailed CSDs and NCBs migration planning Wave 1 Entity Actor type Comments Clearstream Banking SME CSD Securities static data migration only Euroclear Belgium SME CSD Securities static data migration only Euroclear France SME CSD Securities static data migration only Euroclear Nederland SME CSD Securities static data migration only VP Securities SME CSD Securities static data migration only Bank of Greece Migrating CSD Full migration of settlement business Depozitarul Central Migrating CSD Full migration of settlement business Malta Stock Exchange Migrating CSD Full migration of settlement business Monte Titoli Migrating CSD Full migration of settlement business SIX SIS Migrating CSD Migration of EUR settlement business Bank of Greece Migrating NCB Full support of all four T2S NCB roles Bank Centrali ta'Malta Migrating NCB Full support of all four T2S NCB roles Banca d'Italia Migrating NCB Full support of all four T2S NCB roles Banca Nationala a Romaniei Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Banco de Portugal Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Deutsche Bundesbank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ National Bank of Belgium Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Banque de France Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ De Nederlandsche Bank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Banco de Espana Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Banque centrale du Luxembourg Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Oesterreichische Nationalbank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Danmarks Nationalbank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Suomen Pankki Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Banka Slovenije Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Eesti Pank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Lietuvos Respublikos centriniu banku Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 100 Magyar Nemzeti Bank Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Narodna banka Slovenska Migrating NCB In the T2S NCB roles ‘System Entity’ and ‘RTGS System Owner’ Wave 2 Entity Actor type Comments Euroclear Belgium Migrating CSD Full migration of settlement business Euroclear France Migrating CSD Full migration of settlement business Euroclear Nederland Migrating CSD Full migration of settlement business Interbolsa Migrating CSD Full migration of settlement business NBB – SSS Migrating CSD Full migration of settlement business NBB Migrating NCB Full support of all four T2S NCB roles Banque de France Migrating NCB Full support of all four T2S NCB roles De Nederlandsche Bank Migrating NCB Full support of all four T2S NCB roles Banco de Portugal Migrating NCB Full support of all four T2S NCB roles See Wave 1 Already migrated CSDs Migrated in Wave 1 Wave 3 Entity Actor type Comments Clearstream Banking Migrating CSD Full migration of settlement business LuxCSD Migrating CSD Full migration of settlement business OeKB Migrating CSD Full migration of settlement business VP Lux Migrating CSD Full migration of settlement business VP Securities Migrating CSD Migration of EUR settlement business, DKK settlement envisaged starting from 2018 Keler Hungary Migrating CSD Full migration of settlement business Deutsche Bundesbank Migrating NCB Full support of all four T2S NCB roles Banque centrale du Luxembourg Migrating NCB Full support of all four T2S NCB roles Oesterreichische Nationalbank Migrating NCB Full support of all four T2S NCB roles See Waves 1-2 Already migrated CSDs Migrated in Waves 1 and 2 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 101 Wave 4 Entity Actor type Comments CDCP Slovakia Migrating CSD Full migration of settlement business Iberclear Migrating CSD Full migration of settlement business AS Eesti Vaartpaberikeskus Migrating CSD Full migration of settlement business CSD of Lithuania Migrating CSD Full migration of settlement business Euroclear Finland Migrating CSD Full migration of settlement business KDD Slovenia Migrating CSD Full migration of settlement business BNY Mellon CSD Migrating CSD Full migration of settlement business Latvian CSD Migrating CSD Full migration of settlement business Banco de Espana Migrating NCB Full support of all four T2S NCB roles Suomen Pankki Migrating NCB Full support of all four T2S NCB roles Banka Slovenije Migrating NCB Full support of all four T2S NCB roles Eesti Pank Migrating NCB Full support of all four T2S NCB roles Lietuvos Respublikos centriniu banku Migrating NCB Full support of all four T2S NCB roles Magyar Nemzeti Bank Migrating NCB Full support of all four T2S NCB roles Narodna banka Slovenska Migrating NCB Full support of all four T2S NCB roles See Waves 1-3 Already migrated CSDs Migrated in Waves 1 and 2 White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 102 Annex 7 - Future state of ESES documentation Current ESES Detailed Services Description (DSD) With T2S Status T2S impact SLAB over-the-counter matching ESES Matching and Settlement Services Cancel / Replace High Settlement sub-system Cancel / Replace High Operational day management Cancel / Replace High Communications means Modified High Migration to T2S platform New High Reference data Account structure and subscription management Cancel / Replace High Corporate action reversals Corporate actions and market claims Cancel / Replace High Stock distributions and distributions with options Cancel / Replace High Corporate actions Cancel / Replace High Mandatory cash distributions Cancel / Replace High Reorganisation Cancel / Replace High Procedures between SPA and CSD for corporate actions Cancel / Replace High Communications means Market claims Cancel / Replace High International links ESES foreign securities services Cancel / Replace High ESES interaction with TARGET2 and related tools ESES interaction with payment systems Modified High ESES acceptance testing ESES acceptance testing Modified High ESES forms ESES forms Modified High Repurchase agreement operating procedures ESES Triparty collateral management Modified Medium Securities eligibility and admission rules Securities eligibility and admission rules Modified Medium Plug & Clear Plug & Clear Modified Medium SBI trade confirmation platform SBI trade confirmation platform Modified Medium UCITS French order routing Processing of UCITS Modified Medium Modified Medium Cancel / Replace Medium French registered securities – custody Cancel / Replace Medium French registered securities admitted in Euroclear France and trading Cancel / Replace Medium French registered securities – basic and miscellaneous procedures Cancel / Replace Medium UCITS Reporting French registered securities – settlement French registered securities Belgian registered securities - Settlement and custody Belgian registered securities - Settlement and custody Modified Medium Euroclear Nederland specific services Euroclear Nederland specific services Modified Medium Euroclear Belgium dematerialisation services Euroclear Belgium dematerialisation services Modified Low or None Euroclear Belgium specific services Euroclear Belgium specific services Modified Low or None TPI TPI Modified Low or None TCN vending service TCN vending service Modified Low or None Capinews Capinews Modified Low or None Financial Transaction Tax FTT Modified Low or None Physical securities handling Physical securities handling Modified Low or None White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 103 Our main Data Dictionaries may also be impacted by the T2S project. It is the case for (nonexhaustive list): · ISO 15022 Data Dictionary - Settlement & Reconciliation · ISO 15022 Data Dictionary - Payment · ISO 15022 Data Dictionary - Corporate Actions · ISO 20022 Data Dictionary - Settlement & Reconciliation Our main contractual documentation is also impacted: · ESES Terms & Conditions Book 1 · ESES Terms & Conditions Book 2 Euroclear France · ESES Terms & Conditions Book 2 Euroclear Belgium · ESES Terms & Conditions Book 2 Euroclear Nederland · Annex to ESES Terms & Conditions · Operating manual part 1 · Operating manual part 2 · Form of Agreement · Euroclear France rules (as CSD) · Euroclear France rules (as SSS) White paper – Adaptation of ESES CSD services to Target2-Securities – Version 3.1 I December 2013 I 104 euroclear.com – Tel: +32 (0)2 326 1211 Euroclear is the marketing name for the Euroclear System, Euroclear plc, Euroclear SA/NV and their affiliates. © Euroclear Bank SA/NV is incorporated in Belgium and registered in the RPM Brussels (Company n˚ 0429 875 591) with registered address at 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium. © Euroclear Belgium is the commercial name of Caisse Interprofessionnelle de Dépôts et de Virements de Titres SA/Interprofessionnelle Effectendepositen Girokas NV (C.I.K.) incorporated in Belgium and registered in the RPM Brussels (Company n˚ 0403 206 432) with registered address at 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium. © Euroclear Nederland is the commercial name of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF) incorporated in the Netherlands and registered in Amsterdam at the Chamber of Commerce (Company n˚33 149 445) with registered address at Herengracht 459-469, 1017 BS Amsterdam, The Netherlands. © Euroclear France SA is incorporated in France and registered in the RCS Paris (Company n° B 542 058 086) with registered address at 66 rue de la Victoire 75009 Paris, France. © Euroclear UK & Ireland Limited is incorporated in England and Wales (Companies House n° 2878738), with registered address at Watling House, 33 Cannon Street, London EC4M 5SB, United Kingdom. © Euroclear Sweden AB is incorporated in Sweden (Company n° 556112-8074) with registered address at PO Box 7822, Regeringsgatan 65, 103 97 Stockholm, Sweden. © Euroclear Finland Oy is incorporated in Finland (Company n° 654 686) (business identity code 1061446-0), with registered mailing address at PO Box 1110, 00101 Euroclear is a carbon neutral company PAS2060 certified in 2013 Helsinki, Finland, and office address Urho Kekkosen katu 5 C, 00100 Helsinki, Finland.