Receiving funds from type “S” accounts of a foreign nominal holder and a foreign payment agent
Pepeliaev Group advises that, on 19 March 2024, the Russian President's Decree No. 198 was published,The Russian President’s Decree No. 198 “On additional temporary measures of an economic nature to secure the financial stability of the Russian Federation” dated 19 March 2024.
which permits holders of Russian securities to receive funds from type "S" accounts of a foreign nominal holder and a foreign payment agent.
List of securities for which payments are possible
Payments from type "S" accounts are only possible for certain securities:
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with respect to shares of a Russian joint-stock company, federal loan bonds and bonds of a Russian issuer, to which the rights are registered in a centralised way (which are stored in a centralised way under a mandatory procedure) by a Russian depository;
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with respect to foreign issuers' securities certifying rights in relation to shares of a Russian joint stock company;
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with respect to Eurobonds that the obligations of a Russian legal entity are connected with.
The right to receive payments
The right to receive funds belongs to foreign currency residents of the Russian Federation, non-residents who are under the control of residents and have been disclosed under Decree No. 95Paragraph 12 of the Russian President's Decree No. 95 "On the temporary procedure for fulfilling obligations to certain foreign creditors" dated 5 March 2022.
("CFCs"), as well as international organisations listed in Decree No. 738Paragraph 1(c) of the Russian President's Decree No. 738 "On how to apply certain decrees of the President of the Russian Federation" dated 15 October 2022.
. The Board of Directors of the Central Bank of Russia (the "CBR") has already made the corresponding changes to the regime of type "S" accounts.https://cbr.ru/rbr/dir_decisions/rsd_2024-03-22_31_01/
Comment
The Decree does not mention international companies registered under Federal Law No. 290-FZ “On international companies and international funds” dated 3 August 2018. We believe that the Decree should also extend to such companies, in the same way as to residents, following the logic of other decrees of the Russian President within the framework of temporary economic measures.
For payments on securities to be received, unfriendly non-residents should not appear, from 1 March 2022, among the persons exercising rights to such securitiesParagraph 1 of the Russian President's Decree No. 95 "On the temporary procedure for fulfilling obligations to certain foreign creditors" dated 5 March 2022
.
Payments on such securities will be made only in respect of funds credited to type "S" accounts before 19 March 2024. The Decree does not apply to funds that have been credited to type "S" accounts as a payment on securities after the day when this Decree came into force, except for obligations under Eurobonds that can be paid by way of transfers from a type "S" account to the holder's bank account in rubles for those payments that are made after 19 March 2024 as well.
Procedure for sending applications
The holder of such securities sends to the Russian depository or to a debtor under Eurobonds, which has transferred funds to a type "S" account opened to a foreign nominal holder or a foreign payment agent, an application for payments to be made on securities. The application contains details of the bank account of the owner of the securities opened in rubles, and documents confirming the requirements stated by the owner of securities are attached.
A detailed list of information and attached documents will be additionally established by a resolution of the Board of Directors of the CBR.[6]
Comment
The decree does not contain a definition of the term "foreign payment agent." We believe that this should mean a creditor's payment agent, which is a foreign person associated with a foreign state committing unfriendly actions against the Russian Federation, Russian legal entities or individuals, or persons who are under the control of the above persons, in accordance with the terminology of Decree No. 430Paragraph 5 of the Russian President's Decree No. 430 dated 5 July 2022 "On the repatriation of foreign currency and currency of the Russian Federation by residents participating in foreign trade."
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Procedure for receiving funds
The deadline for sending an application and documents is limited. The holder of securities has the right to send an application no later than 60 days from the date when the resolution of the CBR's Board of Directors is officially publishedSuch a resolution has not yet been passed
. Then, within 31 days, the Russian depository or the debtor under Eurobonds decides further to checking the validity of the owner's requirements whether to make a payment or refuse to do so.
If the Russian depository or the debtor under Eurobonds passes a positive resolution about the payment, then, within 2 days from the date of such a resolution, it sends a notice to the foreign nominal holder or foreign payment agent about settlements being made out of funds in the type "S" account.
If the foreign nominal holder or the foreign payment agent have not sent a reasoned objection within 10 days, then the depository and the debtor send to the credit institution where the type "S" account is opened an order to transfer funds to the owner of the securities. The credit institution must write off the funds in order to wire them to the bank account of the owner of the securities.
Comment
The procedure for receiving payments on Eurobonds is generally similar to the mechanism established by Decree No. 665The Russian President's Decree No. 665 "On the temporary procedure for performing obligations to residents and foreign creditors of state debt obligations of the Russian Federation expressed in state securities, of which the nominal value is indicated in foreign currency, and other obligations under foreign securities" dated 9 September 2023
in relation to Russian Eurobonds, where payments are also made in rubles from a certain date.
What to think about and what to do
Eligible individuals are advised to take advantage of this opportunity. To do this, one needs to provide, within the specified time frame, the information and documents, the list of which will be established by the CBR.
Help from your adviser
Pepeliaev Group's experts have extensive experience in advising on how to apply Presidential Decrees aimed at ensuring financial stability.
We are ready to provide comprehensive assistance to residents and non-residents that are entitled to receive payments on securities, advise on the procedure for making them and provide legal support for this procedure.