CDS Clearing and Depository Services Inc. Is Canada's national securities depository, clearing and settlement hub. It holds over $3 trillion on deposit and handles over 150 million securities trades annually. This document provides an overview of the agreements reached by a representative group of Canadian financial institutions regarding how corporate action announcements will be communicated in the Canadian marketplace.
CDS Clearing and Depository Services Inc. Is Canada's national securities depository, clearing and settlement hub. It holds over $3 trillion on deposit and handles over 150 million securities trades annually. This document provides an overview of the agreements reached by a representative group of Canadian financial institutions regarding how corporate action announcements will be communicated in the Canadian marketplace.
CDS Clearing and Depository Services Inc. Is Canada's national securities depository, clearing and settlement hub. It holds over $3 trillion on deposit and handles over 150 million securities trades annually. This document provides an overview of the agreements reached by a representative group of Canadian financial institutions regarding how corporate action announcements will be communicated in the Canadian marketplace.
Entitlements Messaging Guidelines and ISO 15022 Standards September 30, 2006 October 27, 2007 2 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 About CDS Clearing and Depository Services Inc. CDS Clearing and Depository Services Inc. is Canadas national securities depository, clearing and settlement hub supporting Canadas equity, xed income and money markets, holding over $3 trillion on deposit and handling over 150 million securities trades annually. 3 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS
Table of contents Introduction Purpose of this document 4 Whats covered 4 Other associated documents 4 How to use this document 4 Contributors to the standards creation 4 Other reference documents 5 Category of events Distribution 6 Distribution with options 6 Mandatory 6 Mandatory with options 6 Voluntary 6 Event types Event type list 7 Overall messaging guidelines Overall message composition 8 General usage guidelines 8 Event details general 8 Event details date/time qualiers 9 Guidelines for sequence A 11 Guidelines for sequence B 1 11 Guidelines for sequence D 1 11 Guidelines for sequence E 11 Guidelines for sub-sequence E1 12 Guidelines for sub-sequence E2 12 Guidelines for sequence F 12 Addresses 13 4 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 Introduction Purpose of this document This document provides an overview of the agreements reached by a representative group of Canadian nancial institutions regarding how corporate action announcements will be communicated in the Canadian marketplace in compliance with the ISO 15022 standards. Any agreements that were reached regarding variations to the current ISO 15022 standards in order to meet the needs of the Canadian marketplace have also been identied in this document and other associated documents as listed below. Whats covered This document focuses only on corporate action announcements made through the MT564 message. It assumes that each Canadian user will choose which elds (and associated qualiers) it will support when sending or receiving MT564 messages. It also assumes all specications in the ISO 15022 standards will be followed with allowances and variations made in the Canadian market for the exceptions and usage guidelines covered in this document. Other associated documents Corporate Action & Entitlement Events and ISO 15022 Standards MT564 Message Details How to use this document This document should be used in conjunction with the listed documents as follows: Corporate Actions Message MT564 SWIFT User Handbook Provides details on the ISO 15022 standards and the overall MT564 message layout. > Corporate Actions & Entitlements Messaging Guidelines and ISO 15022 Standards Canadian securities market Provides guidelines on the use of ISO 15022 standards and interpretations and allowances made in the > Canadian securities marketplace in sending corporate action messages. Corporate Action & Entitlement Events and ISO 15022 Standards MT564 Message Details Provides detailed examples of MT564 corporate action messages for event types that are common to the > Canadian securities market. Contributors to the standards creation What is becoming the Canadian standard was nalized by January 21, 2005. The following institutions within the Canadian nancial community actively participated in putting the Canadian corporate actions messaging standards together: The Canadian Depository for Securities Limited Frank Baron, Johann Lochner, Stephen Nagy CIBC Mellon Randy Reid, Susan Costello, Vivian Petiza Royal Bank of Canada Adrian Rozario State Street Anita Mehta 5 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS The following nancial institutions also contributed to the formulation of the Canadian standards, either through review or discussions over the standards formulation period: The Depository Trust and Clearing Corporation David Hands Northern Trust Claire Leaper Other reference documents Canadian Capital Markets Association (CCMA) Corporate Actions Working Group document Comparison of Canadian to U.S. and Some International Entitlement Types based on the CCMAs 2002 white paper on entitlements. 6 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 The events were classied into the following ve categories: Distribution Distribution events are dened as those events where the shareholder does not have the option to take any action nor is required to turn in any securities in order to receive payment. The shareholder will automatically receive the designated payment item as set out by the event based on his holdings as of a specied date. Distribution with options Distribution with options events are dened as events where the shareholder is not required to turn in any securities in order to receive payment but has the option of electing between pre-determined payment items. If an election is not made then the shareholder will automatically receive the designated default payment item based on his holdings as of a specied date.
Mandatory Mandatory events are dened as those events where the shareholder does not have the option to take any action but is required to turn in their securities in order to receive payment. When the shares are surrendered, the shareholder will receive the designated payment item as set out by the event. Once the event becomes effective, the shareholders holding is affected by the terms of the event regardless of if or when the shares are surrendered. Mandatory with options Mandatory with options events are dened as those events where the shareholder is required to turn in any securities in order to receive payment but has the option of electing between pre-determined payment items. If an election is not made then the shareholder will receive the designated default payment item upon surrender of the shares. Once the event becomes effective, the shareholders holding is affected by the terms of the event regardless of if or when the shares are surrendered. Voluntary Voluntary events are dened as those events where the shareholder has the option to participate or not in the event. In order to participate in the event, the shareholder must tender his or her shares and elect one of the pre- dened payment items he would like to receive. If the participant does not tender his or her shares to the event, then his or her holdings remain unaffected. Category of events 7 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS Event Types Event type list It was agreed that the following event types will be used for the list of events that are common to the Canadian market: Event type Event description BIDS Debenture buy-back BPUT Retraction (voluntary), redemption (voluntary) CAPG Cash distribution CHAN Name change CONV Conversion (mandatory or voluntary) COOP Purchase offer DETI Unit separation DTCH Dutch auction DVCA Cash dividend DVOP Dividend with option DVSE Stock dividend, stock distribution EXOF Exchange (mandatory) EXRI Rights subscription EXTM Extension (mandatory or voluntary) EXWA Warrant subscription INTR Interest, interest with option LIQU Liquidation MCAL Redemption (mandatory) MRGR Merger, merger with option, plan of arrangement, plan of arrangement with option, mandatory acquisition with option ODLT Odd lot offer OTHR Mandatory change with option or other event PCAL Partial call lottery, partial call pro-rata PPMT Subscription installment receipt PRII National Housing Act Mortgage-backed Security (NHA-MBS) monthly distributions (and distributions on other asset-backed securities) REDM Maturity RHDI Rights/warrants distribution SOFF Spinoff SPLF Stock split SPLR Consolidation TEND Tender offer 8 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 Overall message composition Each message will have the following components: Announcement type (mandatory sequence A) Identies that the message is for a corporate action event. > Announcement status (mandatory sequence A) Identies if the message is new or a replacement, etc. > Event category (mandatory sequence A) Identies if the security holders participation in the event is > mandatory or voluntary. Event type (mandatory sequence A) Provides information on the type of event for which the message > is being sent. Reference number (mandatory sequence A) Provides a unique identier for the specic event for which the > message details are being sent. Each individual message will also be uniquely identied. > Replacement messages will reference previously sent messages. > Identication of the underlying securities (mandatory sequence B) Provides the ISIN number and description of the security for which > the event is being reported. Event details (optional sequences D and E) Provides details on the event being reported. > General usage guidelines Event details general Event details will be sent primarily in sequence D and E. Details to be provided in sequence D and E are as follows: D Event level details. E Option level details. All cash rates will be posted in sequence E. E1 Identies the security being debited or credited. All security rates will be reported in E1. E2 Identies if cash is being debited or credited. The cash rate will not be posted in E2. Overall messaging guidelines 9 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS Below are guidelines as to how sequences E, E1 and E2 will be used to communicate event details based on the event payment scenario. Scenario Use of sequences E, E1, E2 Receive cash only E is used to provide details on the option (including the cash rate). > E2 is used to indicate that the holder will receive cash (i.e., a credit). > Receive security only E is used to provide details on the option (not the rate). > E1 is used to indicate that the holder will receive securities (i.e., a credit). The security rate, > the ISIN and security description will also be posted here. Receive cash and security E is used to provide details on the option (including the cash rate). > E1 is used to indicate that the holder will receive securities (i.e., a credit). The security rate, > the ISIN and security description will also be posted here. E2 is used to indicate that the holder will receive cash (i.e., a credit). > Submit security Receive cash E is used to provide details on the option (including the cash rate). > E1 is used to indicate that the holder must submit securities (i.e., a debit). The ISIN and > security description of the security being debited will also be posted here. E2 is used to indicate that the holder will receive cash (i.e., a credit). > Submit security Receive security E is used to provide details on the option . > E1 is used to indicate that the holder must submit securities (i.e., a debit). The ISIN and > security description of the security being debited will also be posted here. E1 is used to indicate that the holder will receive securities (i.e., a credit). The security rate, > the ISIN and security description of the security being credited will also be posted here. Submit security Receive cash and security E is used to provide details on the option (including the cash rate). > E1 is used to indicate that the holder must submit securities (i.e., a debit). The ISIN and > security description of the security being debited will also be posted here. E1 is used to indicate that the holder will receive securities (i.e., a credit). The security rate, > the ISIN and security description of the security being credited will also be posted here. E2 is used to indicate that the holder will receive cash (i.e., a credit). > Submit security Receive multiple securities (e.g., 2 securities) E is used to provide details on the option. > E1 is used to indicate that the holder must submit securities (i.e., a debit). The ISIN and > security description of the security being debited will also be posted here. E1 is used to identify the rst security the holder will receive (i.e., a credit). The security > rate, the ISIN and security description of the security being credited will also be posted here. E1 is used to identify the second security the holder will receive (i.e., a credit). The security > rate, the ISIN and security description of the security being credited will also be posted here. Submit cash and security Receive security E is used to provide details on the option (including the cash rate). > E1 is used to indicate that the holder must submit securities (i.e., a debit). The ISIN and > security description of the security being debited will also be posted here. E1 is used to identify the security the holder will receive (i.e., a credit). T he security rate, > the ISIN and security description of the security being credited will also be posted here. E2 is used to indicate that the holder will have to submit cash (i.e., a debit). > Event details date/time qualiers Ex-date and record will always be posted at the event level in sequence D. Payable date will always be posted at the option level in sequence E. However, for distribution and distribution-type events with options (e.g., dividends) issuers declared payable date will be posted in sequence D, whereas the service providers payable date will be posted at the option level in sequence E. This allows the service provider to report the declared payable date and the date the service provider will be making payment whenever event information is posted after the declared payable date. Any dates which can differ between different options within the same event will be posted at the option level (e.g., market, response and tax breakdown deadlines). 10 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 Below is a guideline on where (sequence D or E) different dates will be posted depending on the event category. Distribution type events (e.g., dividends) Sequence D PAYD Issuer/agents declared payable date RDTE Record date XDTE Ex-date Sequence E PAYD Service providers payable date TAXB Tax breakdown deadline (for service provider if the event is taxable) Sequence E1 PAYD Service providers payable date (provided the payout item is a security) Sequence E2 PAYD Service providers payable date (provided the payout item is cash) Distributions with options events (e.g., dividend with option) Sequence D PAYD Issuer/agents declared payable date RDTE Record date XDTE Ex-date Sequence E MKDT Market deadline (i.e., issuer/agents option election deadline) PAYD Service providers payable date RDDT Response deadline (i.e., service providers option election deadline) TAXB Tax breakdown deadline (for service provider if the event is taxable) Sequence E1 PAYD Service providers payable date (provided the payout item is a security) Sequence E2 PAYD Service providers payable date (provided the payout item is cash) Mandatory and mandatory with option type events Sequence D LOTO Lottery date (for partial call lottery event) PROD Proration date (for partial call pro rata event) Sequence E PAYD Payable date REDM Redemption date Sequence E1 PAYD Payable date (provided the payout item is a security) Sequence E2 PAYD Payable date (provided the payout item is cash) Mandatory with option type events Sequence D CEXD consent expiration date (this qualifier may be used to report the dissent expiry date on an event) Sequence E MKDT Market deadline (i.e., issuer/agents option election deadline) PAYD Service providers payable date RDDT Response deadline (i.e., service providers option election deadline) TAXB Tax breakdown deadline (for service provider if the event is taxable) Sequence E1 PAYD Service providers payable date (provided the payout item is a security) Sequence E2 PAYD Service providers payable date (provided the payout item is cash) Voluntary type events Sequence D Sequence E CVPR Cover protect expiration date MKDT Market deadline (i.e., issuer/agents option election deadline) PAYD Payable date PODT Protect date (letter of guarantee election expiry date) RDDT Response deadline (i.e., service providers option election deadline) REDM Redemption date Sequence E1 PAYD Payable date (provided the payout item is a security) Sequence E2 PAYD Payable date (provided the payout item is cash) 11 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS Guidelines for sequence A Corporate action reference number (tag 20C, qualier CORP) The corporate action reference number is a unique number assigned by the service provider that identies an event throughout the life cycle of the event. Regardless of the number of messages sent regarding an event, this identier should be identical for all messages pertaining to the event. Users are advised to use the corporate action reference number to uniquely identify and update information on the event, regardless of the number of replacement messages received. Information provided in a replacement message should be used to completely replace information previously sent. Senders reference number (tag 20c, qualier SEME) The senders reference number is assigned by the service provider to uniquely identify a message. In most cases, all of the data pertaining to an event would be delivered within one message. Overow situations will occur when the data relating to one event exceeds the maximum limit (10,000 characters) for one message. In such cases, the data will be sent using multiple messages. Users will be required to manage overow situations. CDS will provide message sequence details in the sequence F 70E tag. Two keywords, TOEM (total number of messages) and CUEM (current entitlement message), provide the information required to resolve multi-message events. Function of the message (tag 23g, qualier WITH) The WITH qualier identies events that have been voided due to a withdrawal of the event. The WITH qualier will be sent for cases where the issuer or offeror withdraws an event or in cases where the service provider voids an event that was set up erroneously. Guidelines for sequence B Account safekeeping account (tag 97a, qualier SAFE) In cases where only the general corporate action event information is being sent with no reference to the receivers actual holdings in the security, this eld may be populated with any value the sender chooses (e.g., an entry of generic account). This is a mandatory eld so an entry is required. Guidelines for sequence D Date/time (tag 98a ) Please refer to section Event details date/time qualiers for a list of qualiers that will be posted in sequence D.
Period (tag 69a, qualier REVO) The period in which the shareholder can withdraw or revoke their elections will be posted in sequence D.
Guidelines for sequence E Date/time (tag 98a) Please refer to section Event details date/time qualiers for a list of qualiers that will be posted in sequence E. Period (tag 69a) The qualier PWAL is used to determine the period of action. The code ONGO will be posted in sequence E to identify if the shareholder will receive payments on an ongoing basis as shares are tendered instead of having to wait for payment on one dened payable date. 12 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS OCTOBER 27, 2007 Rate (tag 92a) Since a combination of cash and securities or one of multiple securities can be paid out in the same option, a decision was made to be consistent and 1) post all cash rates at the option level in sequence E, 2) post all security rates in sequence E1. Please refer to section Event details date/time qualiers for more details. Price (tag 90a) All cash prices will be posted at the option level in sequence E (with the exception of minimum and maximum prices relating to dutch auction events, which will be posted in sub-sequence E2). Guidelines for sub-sequence E1 Sub-sequence E1 will always be sent out with the MT564 corporate action announcement message whenever a security item has to be submitted or is a payout item. The information provided in this section provides information on the ISIN and description of the submit or payout security and also indicates if the security is being debited (i.e., the submit item) or credited (i.e., the payout item). If multiple submit or payout securities are included in the same option in an event, then multiple E1 records will be posted to reect each security to be debited or credited. Rate (tag 92A) The security payout rate will always be posted in sequence E1. Guidelines for sub-sequence E2 Sub-sequence E2 will always be sent out with the MT564 corporate action announcement message whenever cash has to be submitted or is a payout item. However, the cash payout rate will not be posted in sub-sequence E2. Guidelines for sequence F Any pertinent event information not already provided in the sequence D or E will be provided in the narrative eld (tag 70E). 13 OCTOBER 27, 2007 CORPORATE ACTIONS & ENTITLEMENTS MESSAGING GUIDELINES AND ISO 15022 STANDARDS Toronto 85 Richmond Street West Toronto, ON M5H 2C9 T. 416.365.8400 F. 416.365.0842 Montreal 600 De Maisonneuve Blvd. West, Suite 210 Montral, QC H3A 3J2 T. 514.848.1010 F. 514.848.9745 Halifax 5251 Duke Street 6th Floor, Suite 601, Duke Tower Halifax, NS B3J 1P3 T. 902.425.0929 F. 902.425.0769 Calgary 300 Fifth Avenue S.W., Suite 630 Calgary, AB T2P 3C4 T. 403.265.7577 F. 403.269.2474 Vancouver 8th Floor, Canaccord Tower 609 Granville Street, P.O. Box 10324 Vancouver, BC V7Y 1J8 T. 604.631.6000 F. 604.631.6066
www.cds.ca 2007 CDS Clearing and Depository Services Inc. For more about CDS, visit www.cds.ca or contact corpcomm@cds.ca. CDS Clearing and Depository Services Inc.