We remind you that Decree No. 138Our review of Decree No. 138 can be found via this link (in Russian) establishes a special procedure for the performance of transactions (operations) entailing the transfer of an ownership right, a transfer into trust management or the establishment of a pledge in respect of certain securities. Therefore, pursuant to Decree No. 138, if securities were acquired from unfriendly personsIn accordance with clause 12 of Decree No. 138, persons of unfriendly foreign states shall be understood as foreign persons associated with foreign states that commit unfriendly acts against the Russian Federation, Russian legal entities and individuals (including if such foreign persons have the citizenship of such states, their place of registration, place of primary business activity or place of primary profit are such states) or persons who are under the control of such foreign persons, regardless of the place of their registration (unless the place of their registration is the Russian Federation) or the place where they predominantly conduct their business activities. after 1 March 2022 and credited from one of the accounts provided for in Decree No. 138, transactions involving their transfer must be made on the basis of permits issued by the CBR or the Government Commission.
The Decision determines the maximum number and volume of transactions (operations) with securities, the transfer of which is carried out in accordance with the procedure provided for by Decree No. 138 (“Subsequent Transactions”). Subsequent Transactions also require a permit issued by the CBR or the Government Commission.
The limits set by the CBR do not apply to transactions under Decree No. 138 that are not Subsequent Transactions.
The Decision establishes the following restrictions in respect of the Subsequent Transactions:
- the maximum number of transactions (operations) with securities on one trading day is no more than 10% of the total number of transactions (operations) for each type (category) of securities of one issuer made by all trading participants of the trade organiser for the current trading day at the time of the submission of an application to conclude a transaction; and
- the aggregate amount of the value of transactions (operations) with securities on one trading day must be no more than 5% of the aggregate amount of the value of transactions (operations) for each type (category) of securities of one issuer made by all trading participants of the trade organiser for the current trading day at the time of the submission of an application to conclude a transaction.
- shares of Russian issuers acquired from persons who are not unfriendly persons and who received such shares under agreements concluded before 1 March 2022 (inclusive);
- shares of Russian issuers acquired from persons who are not unfriendly persons and who received such shares as a result of the conversion (redemption) of securities of foreign issuers certifying rights in respect of such shares acquired by such persons under agreements concluded before 1 March 2022 (inclusive);
- shares of Russian issuers acquired from persons who are not unfriendly persons and who received such shares under a foreign financial instrument acquired before 1 March 2022 (inclusive);
- shares of Russian issuers acquired from persons who are not unfriendly persons and who received such shares as a result of the conversion (redemption) of securities of foreign issuers certifying rights in respect of such shares (“ADR/GDR”) and due to such person under a foreign financial instrument acquired before 1 March 2022 (inclusive).
