Process: Offer to purchase shares by third party (TEND)
S
Supplier
I
Inputs
P
Process
O
Outputs
C
Customers
Offeror
Public offer
Basic steps of the process (See “Process scheme” below):
Report on the results of an offer
Offeror
Bank guarantee
1. Distribution of notifications about offer
2. Collection of instructions to sell securities
2a. Instruction cancellation
3. Report on event results
4. Unblocking and transfer of securities and funds
5. Offer withdrawal
Securities transfer confirmation
Issuer
Funds transfer confirmation
Registrar
Shareholders
CSD
Nominees
Foreign nominees
Bank of Russia
Process scheme
Offer submission
date
Instruction period
Start date
1. Distribution of
notifications about
offer
Instruction period
End date (deadline)
2. Collection of
instructions to sell
securities
2a. Instruction
cancellation
*- Only for repurchase on holder’s claim (Article 75-76)
3. Report on
event results
5. Offer
withdrawal
Payment date
4. Unblocking and
transfer of securities
and funds
These steps are applicable for Corporate
Actions Event - TEND (Tender/purchase offer
according to Article 84.1 and 84.2 of Federal
Law 208-FZ, excluding Squeeze out bid by a
party owning 95% of shares according to
Article 84.8 of Federal Law 208-FZ).
Legend
Diagram objects:
Process
1
- Process
- Link between steps of the
process on different
worksheets
Process step
- Description of an action
Role
- Participant’s role
1.1 Step
Message
Format
- Deadline for process
execution
ТOF - Moment of sending an offer by Offeror to Issuer
ТO - Moment of sending an offer and Board of Directors’ recommendations to shareholders
ТI – Moment of receiving message from Issuer
ТR – Moment of receiving message from Registrar
CA – Corporate actions
Message formats
ND – Format not controlled by NSD
МТ546, MT564, MT565, МТ566, MT567, MT568, МТ598 - ISO15022 message
MR - ISO20022 message (Message Reject). This message is sent from NSD in case of format
or contextual validation failure.
SEN - ISO20022 message (System Event Notification)
CANO - ISO20022 message (Corporate Action Notification)
CAIN - ISO20022 message (Corporate Action Instruction)
CAIS – ISO20022 message (Corporate Action Instruction Status Advice)
CAIC – ISO20022 message (Corporate Action Instruction Cancellation Request)
CACS – ISO20022 message (Corporate Action Instruction Cancellation Request Status Advice)
CAPA – ISO20022 message (Corporate Action Movement Preliminary Advice)
CAPAR – ISO20022 message (Corporate Action Movement Preliminary Advice Report)
CAPAS – ISO20022 message (Corporate Action Movement Preliminary Advice Report Status
Advice)
CAPS – ISO20022 message (Corporate Action Event Processing Status Advice)
CACO – ISO20022 message (Corporate Action Movement Confirmation)
CACN – сообщение ISO 20022 (Corporate Action Cancellation Advice)
CANA – сообщение ISO 20022 (Corporate Action Narrative)
MS020 – NSD report
MS036 – NSD report
- Business message used in the process
- Message format according to ISO15022
and ISO20022
- Duration of the process step
1 day
Duration presumed by Russian
legislation
PARTAD format messages:
SETTLEMENT_TRANSACTION_INSTRUCTION – Instruction to execute
transaction on CSD account
SETTLEMENT_TRANSACTION_STATUS_ADVICE – Transaction confirmation
REPORT_OF_UNCONFIRMED_TRANSACTION – Transaction confirmation
for reconciliation (Reconciliation request)
OPERATION_STATUS_CONFIRMATION – Confirmation of transaction not
related to securities movement
STATUS_CHANGE_INSTRUCTION – Instruction to change status of securities
on CSD account
INSTRUCTION_TO_DELIVER – Instruction to deliver securities
REPORT_OF_UNCONFIRMED_STATUS_CHANGE – Reconciliation request
for transaction not related to securities movement (Changing of securities status)
STATEMENT_OF_TRANSACTIONS_V02 – Statement of transactions on
nominee account with registrar
STATEMENT_OF_CONFIRMED_TRANSACTION_V02 – Notification of a
single transaction on nominee account with Registrar
STATEMENT_OF_TRANSACTIONS – Statement of transactions on CSD account
with Registrar
STATEMENT_OF_CONFIRMED_TRANSACTION – Statement on a single
transaction on CSD account with Registrar
TEND (voluntary) – 1. Distribution of notifications about offer
ТOF
ТO
Offeror
Not more than 15 days
BoD reccomendations
Offer to purchase
securities
Issuer
1.13 Decision on
increasing offer price
and(or) reducing of time
period for the payment
for securities
1.1 Submission of a
public offer to purchase
securities
1.2 Board of Directors
(BoD)
recommendations
Amendments to the
offer
1.3 Publication of
information
(substantial fact)
Copy of notification on
CA event (TEND)
BoD Recomendations
1. Bank Guarantee
1. Bank Guarantee
2. Independent Appraiser’s report
1.4 Dissemination of
notifications about an
offer
Message accepted /
rejected
Notification on CA event
(TEND)
Registrar
1.5 Sending of BoD
recommendations to
Offeror
SEN/MR
1.14 Dissemination of
notifications about an
offer
CANO
Notification about
assigned CA reference
Dissemination of
information to
shareholders and
nominees
Copy of notification on
CA event (TEND)
SEN
CSD (Nominee)
NSD clients
Amendments to the
offer
Message accepted /
rejected
Notification about
assigned CA reference
SEN/MR
Copy of notification on
CA event (TEND) with
amendments
SEN
CANO
1.15 Sending to NSD
1.6 Sending to NSD
1.7 Sending of respond
message (accepted/
rejected)
CANO
CANO
1. Copy of an Offer
2. Copy of Independent Appraiser’s report
3. BoD recommendations
Notification on CA
event (TEND)
Copy of notification on
CA event (TEND) with
amendments
1.8 Assignment of CA
reference
1.9 Sending of
notification about
assigned CA reference
1.10 Publication of
information of CA event
in news dashboard
1.11 Dissemination of
notifications on CA
event (TEND)
Notification on CA event
(TEND) with amendments
1.16 Sending of
respond message
(accepted/rejected)
Check of
existing CA
event
No
1.17 Assignment of CA
reference
1.18 Sending of
notification of assigned
CA reference
1.21 Publication of
information of CA event
in news dashboard
1.21 Dissemination of
notifications of CA
event (TEND) with
amendments
CANO
Yes
1. Copy of an Offer
2. Copy of Independent Appraiser’s report
3. BoD recommendations
CANO
Replacement is sent if CA information was updated
1. Copy of an Offer
2. Copy of Independent Appraiser’s report
3. BoD recommendations
Notification on CA
event (BIDS) with
“unconfirmed” status
* - Message contains a link to ftp server with CA event materials:
1. Copy of an Offer
2. Copy of Independent Appraiser’s report
3. BoD recommendations
CANO*
MT564 NEWM*
MT568
Notification on CA event
(TEND) with
amendments
1.12 Sending
information via
cascade till final
shareholder
2
1.21 Sending
information via cascade
till final shareholder
CANO*
MT564 REPL*
MT568
Dissemination of
information to
shareholders and
nominees
TEND (voluntary) – 2. Collection of instructions to sell shares
Instruction period
End date
Instruction period
Start date
Offeror
Not less than 70 days and not more than 90 days for offer to purchase under Art. 84.1
Not less than 70 days and not more than 80 days for offer to purchase under Art. 84.2
2.25 Analyses of
accepted instructions
In case of
instruction rejection*
Registrar
Instruction to sell
shares
2.11 Instruction validation
and business check
2.18 Blocking of
securities
Confirmed
Account type
Confirmation of
message receipt
Rejected
Accepted
SEN
Instruction status
(reject)
ND
Status?
2.19 Sending of
notification /
statement of
transactions on
account
Status
* - Instruction may be rejected no later
receipt of event results
CSD
2.20 Reconciliation
request for transaction
not related to
securities movement
(changing status)
Account type
Confirmed
CSD
Status?
2.27 Securities
unblocking
Rejected
Nominee
CAIN
2.22 Consolidation of
all instructions from
CSD, shareholders and
nominees and sending
to Offeror
3
Rejected
Nominee
Reconciliation status
2.28 Sending to NSD
2.32 Sending of
notification /
statement of
transactions on
account
2.33 Reconciliation
request for transaction
not related to
securities movement
(changing status)
CSD (nominee)
OPERATION_STATUS_CONFIRMATION
2.4 Instruction to sell
securities
2.5 Validation of
instruction
Status?
Accepted
2.10 Sending of
instruction to Registrar
2.7 Blocking of
securities
NSD Clients
Instruction status
(reject)
2.3 Sending
instruction to
CSD
CAIS
MT567
Статус
Instruction
заявления
statusо
продаже
(accepted)
ЦБ (прием)
CAIS
MT567
decision
Resending of instruction
Shareholder instructs
to sell securities
Statement or
notification about
transactions on
account
Instruction status
(accepted)
2.6 Unblocking of
securities and sending
information via cascade
till final shareholder
2.9 Sending information
2.7 Каскадирование
via cascade till final
рассылки депонентам
shareholder
CAIS
CAIS
2.8 Sending of
instruction status and
report of blocking
Rejected
2.2 Blocking of
securities
Instruction status
(rejected)
2.13 Unblocking of
securities
CAIN
MT565
2.1 Receiving
instruction to sell
securities
2.12 Sending
confirmation to
Registrar
STATEMENT_OF_TRANSACTIONS_V02
STATEMENT_OF_CONFIRMED_TRANSACTION_V02
Reconciliation
request
REPORT_OF_UNCONFIRMED_STATUS_CHANGE
2.21 Sending of
confirmation or
rejection of
reconciliation
OPERATION_STATUS_CONFIRMATION
Instruction status
(reject)
CAIS
2.29 Unblocking of
securities
Statement or
notification about
transactions on
account
STATEMENT_OF_TRANSACTIONS_V02
STATEMENT_OF_CONFIRMED_TRANSACTION_V02
Reconciliation of securities blocking
2.14 Sending
instruction status and
report of unblocking
Report on securities
blocking
MS020
MT546
2.16 Sending
instruction status
Report on securities
unblocking
Instruction status
(reject)
CAIS
MT567
МТ598
2.15 Unblocking of
securities and sending
information via cascade
till final shareholder
MS020
MT546
2.17 Sending
information via cascade
till final shareholder
CAIS
MT567
МТ598
МТ598 – Additional message sent if
instruction’s status length exceeds limits
to MT567
2.24 Sending of
confirmation or
rejection of
reconciliation
2 days before
Instruction period End
date
2 days
REPORT_OF_UNCONFIRMED_STATUS_CHANGE
2.23 Sending of CA
Reminder
Subscription
required
Report on securities
unblocking
Instruction status
(reject)
CAIS
MT567
МТ598
Reconciliation
request
Reconciliation of securities unblocking
2.30 Sending to NSD
clients
Instruction status
(accepted)
Reconciliation status
2.31 Unblocking of
securities and sending
information via cascade
till final shareholder
MS020
MT546
Reminder of CA event
CANO
MT564 RMDR
2.24 Sending information
till final shareholder
Instruction period
End date
TEND (voluntary) – 2a. Instruction cancellation
Offeror
Not less than 70 days and not more than 90 days for offer to purchase under Art. 84.1
Not less than 70 days and not more than 80 days for offer to purchase under Art. 84.2
2a.26 Receipt of
information that
instruction was
cancelled
Confirmed
Registrar
Request to cancel
instruction to sell
securities
2a.6. Validation and
business check of the
cancellation request
2a.7. Decision to
accept cancellation
request
CAIC
CAIC
Account type
2a.13. Execution of
instruction
cancellation
Status?
2a.14. Sending
information that
cancellation request
was rejected
Confirmation of
message receipt
Status?
CSD (Nominee)
2a.5. Sending of
cancellation request to
Registrar
CAIC
CAIC
MT565
MT565
5.9. Передача
2a.9. Sending of
уведомление о
message with status to
приеме отказа
NSD Clients
Депоненту
NSD Clients
Status?
2a.1. Receiving of
request to cancel
instruction
(cancellation request)
2a.8. Sending
confirmation message
to Registrar
Accepted
Status of cancellation
request (rejected)
Status of cancellation
request (accepted)
Status of cancellation
request (rejected)
2a.18. Sending of
confirmation that
cancellation
completed
2a.4.1 Sending of
information via cascade till
final shareholder
CAСS
CAСS
MT567
MT567
CAСS
CAСS
MT567
MT567
2a.10. Sending of
information via
cascade till final
shareholder
Reconciliation status
OPERATION_STATUS_CONFIRMATION
Cancellation request
status (reject)
2a.15. Sending
confirmation message
to Registrar
Cancellation
request status
(accepted)
CAСS
CAСS
CAСS
CAСS
2a.16. Sending to NSD
Clients
Cancellation request
status (accepted)
Securities are unblocked upon
receipt of positive Cancellation
Request Status (cancellation
completed) or upon receipt of
Instruction status (cancellation
completed).
Cancellation request
status (Cancellation
completed)
Cancellation request
status (rejected)
CAСS
CAСS
CAСS
CAСS
MT567
MT567
2a.12. Sending of
information via
cascade till final
shareholder
2a.25. Unblocking
of securities
CAСS
CAСS
2a.19. Sending to NSD
Clients
Status of cancellation
request (rejected)
Cancellation request
status (Cancellation
completed)
2a.2. Sending of
cancellation request
CAСS
CAСS
MT567
MT567
2a.23 Reconciliation
request for transaction
not related to
securities movement
(changing status)
Accepted
2a.11. Sending to NSD
Clients
Rejected
2a.22 Sending of
notification /
statement of
transactions on
account
SEN
SEN
Rejected
2a.3. Validation of
cancellation request.
Decision to accept
cancellation request
Status?
Rejected
Nominee
SEN
SEN
Request to cancel
instruction to sell
securities
Executed
Отклонение
Accepted
Confirmation of
message receipt
CSD
2a.21. Unblocking of
securities
CAСS
CAСS
MT567
MT567
2a.17. Sending of
information via
cascade till final
shareholder
CAСS
CAСS
MT567
MT567
2a.20. Unblocking of securities and
sending of information via cascade till
final shareholder
Statement or
notification about
transactions on
account
STATEMENT_OF_TRANSACTIONS_V02
STATEMENT_OF_CONFIRMED_TRANSACTION_V02
Reconciliation
request
REPORT_OF_UNCONFIRMED_STATUS_CHANGE
Reconciliation of securities unblocking
Report on unblocking
of securities
MS020
MT546
2a.24 Sending of
confirmation or
rejection of
reconciliation
TEND (voluntary) – 3. Report on event results
Instruction period
End date
Offeror
Not more than 30 days
3.1 Generation of a
list of entitled
shareholders
3.2. Creation of a
report on event
results and
calculation of pro
rata coefficient
3.3. Dissemination of
information about event
results and pro rata
coefficient
Issuer
Additional
Process
Report on CA event
results
3.4 Sending information
about pro rata coefficient
Registrar
In case if event results
were not received from
Registrar
Notification of
missing event
results
ND
Notification on CA event
(TEND) with indication of pro
rata coefficient
3.5. Sending of extract
from the Report on CA
event results
Message with status of
the extract from the
report on CA event
results (accepted)
Message with status of
the extract from the
report on CA event results
(rejected)
Message accepted /
rejected
CANA
SEN/MR
CAPAS
CAPAS
NSD Clients
CSD (Nominee)
ND
3.8. Sending of
notification to
Registrar
3.9. Sending of
notification to
NSD Clients
Notification of
missing event
results
Rejected
Rejected
Extract from the Report on CA
event results. Corporate Action
Movement Preliminary Advice
Report (CAPAR)
Notification on CA event
(TEND) with indication of
pro rata coefficient
3.6. Sending of respond
message (accepted/
rejected)
CANO
CAPAR
Notification on CA event
(TEND) with indication of pro
rata coefficient
CAPS
MT567
CANO
MT564 REPL
Preliminary advice on
cash and securities
movement
CAPA
MT564 (REPE)
3.9 Sending information
via cascade till final
beneficiary
Accepted
Accepted
3.7. Business check and
analyses of CAPAR
Status?
3.8. Sending information
about event results via
advices per each
intruction
TEND (voluntary) – 4. Unblocking and transfer of securities and funds
Instruction period
End date
Payment
date
Not more than 17 days (Art.84.2)
Offeror
Not less than 15 for offer under Art. 84.2
4.1. Transfer of
funds
Crediting of
securities to Offeror
account
Registrar
Report on CA
event results
4.13. Receipt
and validation
of instructions
(CSD account)
In case if funds were not received
Instruction to
change status of
securities on
nominee account
4.5. Transfer of
funds to NSD
Notification on
missing funds
Instruction to
deliver securities
STATUS_
CHANGE_
INSTRUCTION
STATUS_
CHANGE_
INSTRUCTION
Payment
Nominee
date
rejected
4.14.1 Sending of
request for
reconciliation of
securities
unblocking
4.12. Sending to
Registrar of
instructions to
change securities
status and to
deliver securities
Securities
Account
Type
CSD
Status?
Reconciliation
status of
unblocking
securities
4.14.2 Sending of
request for
reconciliation of
securities debiting
4.19. Execution of unblocking
and debiting of securities
confirmed
Status?
rejected
SETTLEMENT_
TRANSACTION_
INSTRUCTION
4.11. Sending to
Registrar of
instructions to
change securities
status and to
deliver securities
4.2. Sending of
notification to
Registrar
4.21. Unblocking
and debiting
securities
Instruction to change
status of securities on
nominee account (for
reconciliation of
securities unblocking)
Instruction to execute
transaction (for
reconciliation of
securities debiting)
INSTRUCTION_
TO_
DELIVER
CANA
CSD (Nominee)
4.20. Receipt
and validation
of instructions
(nominee
account)
4.4. Receipt of
funds from Offeror
confirmed
4.22.1
Sending of
confirmation of
securities
unblocking
Reconciliation
status of debiting
securities
OPERATION_
STATUS_
CONFIRMATION
SETTLEMENT_TRANSACTION_STATUS_ADVICE
For CSD account if there are no
reconciliation request received after 3
days from instructions delivery, then CSD
will stop operations on such account by
refusing to confirm other settlement
transaction
Request for
reconciliation of
securities
unblocking
4.15.
Reconciliation
2 statements on nominee
account are expected – on
securities unblocking and
securities debiting
4.16. Sending to
Registrar of
reconciliation
status (rejected /
confirmed)
STATEMENT_OF_TRANSACTIONS_V02
STATEMENT_OF_CONFIRMED_TRANSACTION_V02
+
STATEMENT_OF_TRANSACTIONS
STATEMENT_OF_CONFIRMED_TRANSACTION
4.23. Execution –
unblocking and
debiting of
securities
Executed upon receipt of statement from
Registrar (nominee account) or upon confirmed
reconciliation (CSD account)
Reconciliation confirmed
REPORT_OF_UNCONFIRMED_STATUS_CHANGE
4.3. Sending of
notification to
NSD Clients
4.6. Receipt of
funds from
Registrar
Request for
reconciliation of
securities debiting
4.7. Reconciliation
of funds against
event results
4.17.
Reconciliation
4.22.2
Sending of
confirmation of
securities debiting
4.18. Sending to
Registrar of
reconciliation status
(rejected /
confirmed)
REPORT_OF_UNCONFIRMED_TRANSACTION
4.8. Funds transfer to NSD
Clients and sending CA
confirmation on movement
of funds
NSD Clients
4.24. Sending of report
confirming that remaining
securities are unblocked
4.24.1
Unblocking of
securities via
cascade till final
shareholder
Notification on
missing funds
CAPS
MT567
4.9. Payment generation
per each safekeeping
account. Transfer of
funds.
4.8.1 Sending of CA
confirmation on
funds movement
CA confirmation on
movements of funds per
each instruction
CACO
MT566
Report on unblocking of
securities
MS020
MT546
4.10. Transfer of
funds till final
shareholder
In case if not all instructed
quantity were fulfilled
4.25. Sending of report
confirming that participated
securities are debited
4.27. Sending CA
confirmation on securities
movement
Report on debiting of
securities
CA confirmation on
securities movement per
each instruction
4.28. Sending of CA
confirmation on
securities
movement
Message is sent after process steps
4.8 and 4.27
Notification
that execution of
instruction
was completed
CACO
MT566
MS036
MT546
4.26 Debiting of
securities via cascade
till final shareholder
4.29. Sending of
message that
instruction
execution was
completed
CAPS
MT567
4.30. Sending of
information via
cascade
TEND (voluntary) – 5. Offer withdrawal
Issuer
Offeror
Instruction period
End date
3.1 Generation of a
list of entitled
shareholders
3.3. Dissemination of
information about event
results and notification of
CA event withdrawal
3.2. Creation of a
report on event
results
Report on CA event
results
3.4 Sending information
about CA event withdrawal
Registrar
ND
Notification on CA
event (TEND)
withdrawal
Message accepted /
rejected
3.7. Sending of extract
from the Report on CA
event results
Message accepted /
rejected
ND
SEN/MR
SEN/MR
rejected
CSD (Nominee)
Rejected
3.5 Sending of respond
message (accepted/
rejected)
Notification on CA event
(TEND) withdrawal
Extract from the Report on CA
event results. CAPAR with nil
amounts
3.8. Sending of respond
message (accepted/
rejected)
Accepted
3.9. Sending information
about event results via
advices per each
instruction
CACN (WITH)
CAPAR
NSD Clients
accepted
Notification on CA event
(TEND) withdrawal
CACN (WITH)
MT564 (WITH)
3.6 Sending information
via cascade
Preliminary advice on
cash and securities
movement
CAPA*
MT564 (REPE)*
3.10 Sending information
via cascade
* - Preliminary advice will contain nil amounts if Offeror
decides to withdraw the CA event.