Equity adhesion agreement

STANDARD PARTICIPATION AGREEMENT
IN THE SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO,
COMPENSACIÓN Y LIQUIDACIÓN DE VALORES
Please, note that this text was translated for informational purposes only.
Done in ... ... ... ... ... , on this day ... of ... ... ... ... of 20... .
... ... ... ... ... ... ... ... participant entity ... ... ... ... ... ... ... ... , holding taxpayer
identification number (CIF) ... ... ... ... ... ..., registered in the Companies
Registry of ... ... ... ... ... ... ... Volume ... ... Book ... ... ... ... ... ... ... ... ... Folio ...
... Page ... ... ... and in the Register ... ... ... ... ... Bank of Spain Register / CNMV Register ...
... ... ... ... Number ... ... ... , with registered office in ... ... ... ... ... ... ... ... ... ... ...
... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... , for and on behalf
thereof ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...,
holding ID document ... ... ... ... ... , authorised to enter into this contract by
virtue of the power of attorney granted before notary public ... ... ... ... ... ... ... ...
... ... ... ... ... ... ... ... ... ... , on day ... ... ... ... number ... ... ... of the notary record
thereof, as per the attached copy,
WITNESSETH:
1.─ Whereas it belongs to one of the categories of entities mentioned in
article 76 of Royal Decree 116/1992 of 14 February 1992.
2.─ Whereas it complies with the conditions set out in the Chart of
Technical and Functional Requirements for participation approved by Circular
4/2007 of 23 May 2007, of the securities registration, clearing and settlement
service known as Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR).
3.─ Whereas the attached Memorandum specifies the own and outside
information technology resources, with a statement that they comply with the
stipulated requirements for participating in IBERCLEAR. Toward which end, the
undersigned
STATES:
1.─ That it undertakes to strictly abide by the IBERCLEAR Regulations,
the IBERCLEAR Procedures Description Manual and all rules and standards
approved by IBERCLEAR pursuant to the functions attributed thereto by Royal
Decree 116/1992 of 14 February 1992.
2.─ That it accepts the internal rules on penalties established by
IBERCLEAR pursuant to the provisions of the aforesaid Royal Decree.
3.─ That it accepts liability for such damages and losses as may derive
from errors in the transfer of information and breach of the regulations
governing the system.
4.─ That it accepts the Specific Conditions of Participation attached
hereto, and undertakes to give notice to IBERCLEAR of any and all changes to
those conditions.
In witness whereof, they sign this contract.
For the Sociedad de Gestión de los Sistemas
For the Participant
de Registro, Compensación y
Entity
Liquidación de Valores, S.A. Unipersonal
(IBERCLEAR)
Signed: .............................
Signed: ............................
SPECIFIC CONDITIONS OF PARTICIPATION
GENERAL INFORMATION
1) Name
(2) Abbreviated name
(3) Companies Registry
(4) Volume
(5) Book
(8) Special registry
(11) Local Office
(6) Folio
(7) Page
(9) No.
(10) C1 Entity
(12) Settlement
(14) Account no.
(13) RRs
(15) Accountholder
COMPUTER DATA
16) Resources
Own
Outside
(17) Authorised entity
(18) Packet name
(19) NRI
(20) Centre
(21) Connection
(22) Authorisation
Yes
(27) Tel.
(28) Fax
DEALINGS WITH IBERCLEAR
23) Name
(24) Address
(25) Postal Code
(26) Province
(29) Name
(30) Signature
(31) Name
(32) Signature
Done in ... ... ... ... , on this day of ... ... ... ... of 20
For the Participant Entity,
Signed: ...................................
No
Instructions
(1) Full corporate name.
(2) Abbreviated corporate name.
(3) Province in whose Companies Registry the entity is registered.
(4) Companies Registry volume.
(5) Companies Registry book.
(6) Companies Registry folio.
(7) Companies Registry page.
(8) Registry of Banks and Bankers or Special Registry of Savings Banks (Cajas
de Ahorro) of the Bank of Spain, or Official Registries of Financial Institutions of
the Comisión Nacional del Mercado de Valores.
(9) Entity number assigned in the said Registry.
(10) IBERCLEAR code for the entity: Registration number in the Bank of Spain,
registration number in the Comisión Nacional del Mercado de Valores added to
3500 in the case of market members who operate with a single Code or number
assigned by the Governing Corporations of the Stock Exchanges if they operate
with more than one Code.
(11) Local office with which you wish to conduct the relations.
(12) Estimated daily average of cash settlements in millions of pesetas.
(13) Estimated number of Registry Reference book entries carried.
(14) Number of the own or third-party treasury account in the Bank of Spain.
(15) If applicable, the corporate name of the holder of the treasury account in
the Bank of Spain.
(16) Own or outside resources, depending on whether entity does its own bookentries recordkeeping or authorises another entity to do so.
(17) Entity authorised to do the book-entries recordkeeping.
(18) Name of the IBERCLEAR certified Packet for file transfers.
(19) NRI number of the data terminal.
(20) Code of the file transfer centre.
(21) Connection channel (Iberpac or Governing Corporation (Sociedad Rectora)
through which the entity connects).
(22) Authorisation for the Governing Corporation (Sociedad Rectora) to store
and transmit your information, if the connection is done through this channel
(yes or no).
(23) Full name of the individual person who represents the entity vis-à-vis
IBERCLEAR, and who IBERCLEAR will address correspondence to or contact
by telephone.
(24) Name of the street to which you want IBERCLEAR to send
correspondence.
(25) Postal code for the address.
(26) Province of the address.
(27) Contact telephone number.
(28) Fax number to which you want IBERCLEAR to send general information.
(29) Full name of an individual authorised to sign for the entity in dealings with
IBERCLEAR.
(30) Signature of the person authorised to sign in dealings with IBERCLEAR.
(31) Full name of another individual authorised to sign for the entity in dealings
with IBERCLEAR.
(32) Signature of the person authorised to sign in dealings with IBERCLEAR.
Document accepting use of TARGET2-Bank of Spain payments account
as cash settlement account
Done in ... ... ... ... , on ... of ... ... ... of 20 ... .
... ... ... ... ... ... ... ... ... account holder ... ... ... ... ... ... ... ... ... .. , holding
taxpayer identification number (CIF) ... ... ... ... ... ... , with registered office in ...
... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...
... ... ... ... ... , in its capacity as holder of the TARGET2-Bank of Spain payments
account identified by BIC... ... ... ... ... ... ... , has agreed that there be posted to
this account the debits/credits resulting from the cash settlements made by the
securities registration, clearing and settlement service known as Sociedad de
Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores,
S.A. Unipersonal (IBERCLEAR), in connection with trading on ... ... ... Spanish
Securities Exchange/Latin American Securities Exchange ... ... ... ... ... ... ... ... in the name and on
behalf of ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... .... .... ... ... ... ... ,
holding ID document no. ... ... ... ... , authorised for the purposes hereof under a
power of attorney granted in the presence of notary public ... ... ... ... ... ... ... ...
... ... ... ... ... ... ... ... ... ... ... ... , on day ... ... ... ... ... number ... ... ... ... of the
notary record thereof, as per the copy attached hereto, hereby declares that:
1.─ It consents to there being posted to the said TARGET2-Bank of
Spain payments account the results of the cash settlements made by
IBERCLEAR, in respect of ... ... ... ... ... ... ... ... the authorised entity ... ... ... ... ... ... ...
... , with Entity Code ... ... ... ... in IBERCLEAR.
2.─ It agrees to be informed of the cash movements in its account
corresponding to the authorised entities, through the latter or in accordance with
the cash account monitoring procedure established for all participants in the
Book Entry System and documented in the Procedures Description Manual for
the Book-Entry Clearing and Settlement System.
3.─ It will notify IBERCLEAR, immediately and within the hours
stipulated, of any insufficiency of funds of the authorised entity for making the
cash settlements of that entity, in order for IBERCLEAR to proceed either to
cancel the relevant debit order on the TARGET2-Bank of Spain payments
account or, as applicable, to restore the amount of the debit, issuing the
appropriate extraordinary order for transfer to the TARGET2-Bank of Spain
payments account of the account holder.
For the TARGET2 Payments Account Holder,
Signed: ..........................
For the Authorised Entity,
Signed: ..........................
Document accepting recordkeeping of the register of book entries
Done in ... ... ... ... , on this day ... of ... ... ... ... of 20... .
... ... ... ... ... ... ... ... ... authorised entity ... ... ... ... ... ... ... ... ... , holding
taxpayer identification number (CIF) ... ... ... ... ... ..., registered in the
Companies Registry of ... ... ... ... ... volume ... ... ... book ... ... ... ... ... ... ... ...
folio ... ... ... page ... ... ... and in the Register ... ... ... ... Bank of Spain Register / CNMV
Register ... ... ... ... Number ... ... ..., with registered office in ... ... ... ... ... ... ... ... ...
... ... ... ... ... ... ... ... ... ... ... ..., for and on behalf thereof ... ... ... ... ... ... ... ... ...
... ... ... ... ... ... ... ... ... ... ... ... ..., holding ID document ... ... ... ... , authorised
for the purposes hereof under a power of attorney granted in the presence of
notary public ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... , on day ... ... ... ... ,
number ... ... ... of the notary record thereof, as per the copy attached hereto,
hereby declares that:
1.─ It has been designated by ... ... ... ... ... ... ... ... principal entity ... ... ... ... ...
... ... to carry on the recordkeeping of the register of book entries relating to the
Entity Code ... ... ... ... in the securities registration, clearing and settlement
service known as Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A. Unipersonal (IBERCLEAR).
2.─ It accepts the said designation in accordance with the provisions of
article 16 of the IBERCLEAR Regulation.
3.─ It undertakes to conduct, in relation to the recordkeeping of the bookentries register for the Entity Code ... ... ... ... in IBERCLEAR of the ... ... ... ... ...
... ... principal entity ..., ... ... ... ... ... ..., the technical testing needed to verify the
degree of compliance with the relevant technical and functional requirements
according to Circular 4/1992 of 15 July 1992 of the SCLV, now known as
IBERCLEAR.
4.─ That it undertakes to strictly abide by the IBERCLEAR Regulations,
the IBERCLEAR Procedures Description Manual and all rules and standards
approved by IBERCLEAR pursuant to the functions attributed thereto by Royal
Decree 116/1992 of 14 February 1992, to the extent the same apply to it in its
capacity as authorised entity.
For the Authorised Entity,
Signed: .....................
For the Principal Entity,
BANK OF SPAIN AUTHORISATION
[ ], [ ] of [ ] of [ ]
BANK OF SPAIN
Payment Systems Department
Credit Institutions Payments Services
Alcalá, 48
28014 MADRID
Dear Sirs,
… … … … … … … the entity [ ], with registered office at [ ], holding taxpayer
identification number (CIF), entered in the Trade and Companies Register of [ ],
under volume [ ], book [ ], sheet [ ], entry number [ ], and duly represented for the
purposes hereof by Mr. [ ], holding tax ID no. [ ], by virtue of [ ]. hereby authorises the
Bank of Spain to debit or credit to/from its TARGET2-Bank of Spain payments account
identified by BIC [ ], IBAN [ ] [or the subaccount(s) identified by IBAN [ ] ], the balances
resulting from the payment instructions issued by the securities registration, clearing
and settlement service known as SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE
REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES, S.A. (IBERCLEAR) in
connection with the cash settlement of its net or bilateral positions resulting from
securities and cash settlement and exchange procedures carried out through the
clearing and settlement system for transactions in securities quoted on the Book-Entry
Public Debt Market, the clearing and settlement system of the AIAF Fixed Income
Market, or the securities clearing and settlement service managed by the aforesaid
company.
Likewise, [ ] authorises the Bank of Spain to perform whatever cash transfers between
the aforesaid TARGET2 payments account and subaccount(s) may be necessary, for
the sole purpose of managing the cash balances that are processed using “dedicated
cash” settlement procedure 6.
Sincerely,
[]
Pp
Mr. [ ]