CREST is a UK-based central securities depository that holds UK equities and UK gilts, as well as Irish equities and other international securities not to be confused with Crest the toothpaste Crest (toothpaste).
It was named after its securities settlement system, CREST, and has been owned and operated by Euroclear since 2002. [1] The name CREST stands for Certificateless Registry for Electronic Share Transfer. [2] CREST allows shareholders and bondholders to hold assets in a dematerialised, i.e. electronic form, rather than holding physical share certificates. CREST also serves a number of other important functions, such as assisting in the payments of dividends to shareholders.
It is also an "electronic trade confirmation system" ("ETC") (using Trax). When parties to a transaction make a deal, they both electronically confirm their sides of the transaction via electronic transfer. Both parties are required to submit confirmation details to Crest. In the event that transaction details do not match, CREST will highlight the issues and ensure that the problems are resolved as soon as is practicable.
Stamp duty in the United Kingdom is only payable on physical share certificates therefore no stamp duty is payable on shares settled via CREST, however to compensate for this the UK government added a Stamp Duty Reserve Tax which is collected by CREST on behalf of His Majesty's Revenue and Customs.
The project was launched in 1993, following the TAURUS fiasco, and the operating company CrestCo was founded in 1996. [3] CREST was acquired by Euroclear in August 2002.
There are two classes of members on CREST: members and sponsored members. Members are usually pension funds, inter-dealer brokers or other large financial institutions with significant resources. Sponsored members have the same rights and responsibilities as members. However, given that they do not have the financial or technical resources of the full members, they rely on their sponsoring member to interface with CREST.
UK stocks are held by registrars who are members of CREST and are therefore integrated into the transfer of ownership. Irish equities and ETF securities are also settled directly through CREST members. [4]
For international stocks, CREST holds a pool of them in a local depository, such as Clearstream for German stocks and CDS for Canadian stocks. CREST then issues a CDI to each holder of the security, which can then be transferred in CREST just like a UK equity. This is similar to the depositary receipts issued in other countries. However, restrictions apply to CDIs. They are not withdrawable or depositable into/out of CREST. This is because a CDI is an electronic reflection of the underlying security held in the domestic (country of origin) market. The security provided by CDI are "international securities" in deed poll which includes security through equity shares, Eurobonds, domestic bonds and depository receipts. International securities must be eligible to be held within or through a CSD, which includes Euroclear, DTC, SIS SegaIntersettle (the Swiss clearing system) and any other national or international central securities depositories from time to time specified in the CREST International Manual. [5] The economic rights are not affected by the use of the CDIs.
To take the US as an example, the electronic settlement system in the US is called DTC and if a shareholder holds electronic stock in the US they will hold their securities electronically in DTC. In reality, they will hold the securities via a custodian, so the custodian's nominee details will appear on the company's register. This is known as holding stock in the 'domestic' market. Securities held this way can only be traded domestically i.e. in the market of the country of origin. If the shares are listed in more than one market (for example in the US and in the UK) a shareholder who wants to trade their securities within CREST outside of the US 'domestic' market can instruct their custodian (in this example the DTC) to transfer the securities to the CREST account within DTC.
Restrictions apply, only securities that have a UK quote can be transferred to CREST's DTC account. CREST is a member of DTC. Once the securities have been transferred from the shareholder's account within the DTC and into CREST's account CREST will 'create' the CDI within the CREST and the CDI will appear in the shareholder's account within CREST where the CDI can now be traded in the UK market. The CDI which is traded within CREST will typically have the same ISIN as the US share itself. The legal holder to the share will continue to be the nominee for the DTC.
HMRC consider that a CDI is a chargeable security for the Stamp Duty Reserve Tax. However, where the underlying security is loan capital and that loan capital satisfies the loan capital exemption the trade of the CDI should be exempt from SDRT. Other treatments to the Eurobonds are included in the bulletin published by Euroclear. [5]
Supplemented by CREST rules and conditions in the Crest Reference Manual, June 2009
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.
A depositary receipt (DR) is a negotiable financial instrument issued by a bank to represent a foreign company's publicly traded securities. The depositary receipt trades on a local stock exchange. Depositary receipts facilitates buying shares in foreign companies, because the shares do not have to leave the home country.
In financial markets, a share is a unit of equity ownership in the capital stock of a corporation, and can refer to units of mutual funds, limited partnerships, and real estate investment trusts. Share capital refers to all of the shares of an enterprise. The owner of shares in a company is a shareholder of the corporation. A share is an indivisible unit of capital, expressing the ownership relationship between the company and the shareholder. The denominated value of a share is its face value, and the total of the face value of issued shares represent the capital of a company, which may not reflect the market value of those shares.
The Depository Trust & Clearing Corporation (DTCC) is an American financial market infrastructure company that provides clearing, settlement and trade reporting services to financial market participants. It performs the exchange of securities on behalf of buyers and sellers and functions as a central securities depository by providing central custody of securities.
A eurobond is an international bond that is denominated in a currency not native to the country where it is issued. They are also called external bonds. They are usually categorised according to the currency in which they are issued: eurodollar, euroyen, and so on. The name became somewhat misleading with the advent of the euro currency in 1999; eurobonds were created in the 1960s, before the euro existed, and thus the etymology is to "European bonds" rather than "bonds denominated in the Euro currency".
Clearstream is a financial services company that specializes in the settlement of securities transactions and is owned by Deutsche Börse AG. It provides settlement and custody as well as other related services for securities across all asset classes. It is one of two European International central securities depositories.
In banking and finance, clearing denotes all activities from the time a commitment is made for a transaction until it is settled. This process turns the promise of payment into the actual movement of money from one account to another. Clearing houses were formed to facilitate such transactions among banks.
The phrase street name securities or "nominee name securities" is used in the United States to refer to securities of companies which are held electronically in the account of a stockbroker or bank or custodian, similar to a bank account. The entity whose name is recorded as the legal owner of the securities is known as the "nominee owner," and that entity has ownership rights in the security. The nominee owner holds those ownership rights on behalf of the true economic owner who is referred to as the beneficial owner.
Settlement is the "final step in the transfer of ownership involving the physical exchange of securities or payment". After settlement, the obligations of all the parties have been discharged and the transaction is considered complete.
In finance, securities lending or stock lending refers to the lending of securities by one party to another.
A central securities depository (CSD) is a specialized financial market infrastructure organization holding securities like shares, either in certificated or uncertificated (dematerialized) form, allowing ownership to be easily transferred through a book entry rather than by a transfer of physical certificates. This allows brokers and financial companies to hold their securities at one location where they can be available for clearing and settlement. This is usually done electronically, making it much faster and easier than was traditionally the case where physical certificates had to be exchanged after a trade had been completed.
Euroclear is a Belgium-based financial services company that specialises in the clearing and settlement of securities transactions, as well as the safekeeping and asset servicing of these securities. It was founded in 1968 as part of J.P. Morgan & Co. to settle trades on the then developing eurobond market. It is one of two European international central securities depositories.
A demat account is an Indian term for a dematerialized account that holds financial securities digitally for traded shares in the share market. In India, demat accounts are maintained by two depository organizations: the National Securities Depository Limited and the Central Depository Services Limited.
In corporate law, a stock certificate is a legal document that certifies the legal interest of ownership of a specific number of shares or stock in a corporation.
Depository Trust Company (DTC), founded in 1973, is a New York corporation that performs the functions of a central securities depository as part of the US National Market System. DTC annually settles transactions worth hundreds of trillions of dollars, processes hundreds of millions of book-entry deliveries, and custodies millions of securities issues worth tens of trillions of dollars issued in the United States and over 100 other countries. Since 1999 it has been a subsidiary of the Depository Trust & Clearing Corporation, a securities holding company.
A stock transfer agent, transfer agent, share registry or transfer agency is an entity, usually a third-party firm unrelated to security transactions, that manages the change in ownership of company stock or investment fund shares, maintains a register of ownership and acts as paying agent for the payment of dividends and other distributions to investors. The name derives from the impartial intermediary role a transfer agent plays in validating and registering the purchase of new ownership shares and, in the case of a transfer of ownership, cancelling the name and certificate of shareholders who sell shares and substituting the new owner's name on the official master shareholder register.
The Moscow Exchange is the largest exchange in Russia, operating trading markets in equities, bonds, derivatives, the foreign exchange market, money markets, and precious metals. The Moscow Exchange also operates Russia's central securities depository, the National Settlement Depository (NSD), and the country's largest clearing service provider, the National Clearing Centre. The exchange was formed in 2011 in a merger of the Moscow Interbank Currency Exchange and the Russian Trading System.
In finance and financial law, dematerialization refers to the substitution of paper-form securities by book-entry securities. This is a form of indirect holding system in which an intermediary, such as a broker or central securities depository, or the issuer holds a record of the ownership of shares usually in electronic format. The dematerialization of securities such as stocks has been a major trend since the late 1960s, with the result that by 2010 the majority of global securities were held in dematerialized form electronically.
The National Settlement Depository (NSD), headquartered in Moscow, is a Russian non-bank financial institution and central securities depository (CSD). It provides depository, settlement, and related services to financial market entities. Its services cover both securities listed in Russia's 2011 Federal Law "On the Central Securities Depository", and other Russian and foreign equity and debt securities. NSD is the CSD of the Russian Federation, and was assigned CSD status by the Russian Federal Financial Markets Service in 2012. It is the largest securities depository in Russia by market value of equity and debt securities held in custody, which in June 2022 were 70 trillion roubles. It is a member of the Moscow Exchange Group. In March 2022, in the wake of the 2022 Russian invasion of Ukraine, NSD's accounts were blocked and frozen at international CSDs Euroclear and Clearstream. In addition, the European Union added NSD to its sanctions list, blocking NSD's accounts in euros, and in Euroclear and Clearstream; as a result, NSD could not service forex-denominated bonds issued by Russia and Russian companies. NSD suspended transactions in euros.
Securities market participants in the United States include corporations and governments issuing securities, persons and corporations buying and selling a security, the broker-dealers and exchanges which facilitate such trading, banks which safe keep assets, and regulators who monitor the markets' activities. Investors buy and sell through broker-dealers and have their assets retained by either their executing broker-dealer, a custodian bank or a prime broker. These transactions take place in the environment of equity and equity options exchanges, regulated by the U.S. Securities and Exchange Commission (SEC), or derivative exchanges, regulated by the Commodity Futures Trading Commission (CFTC). For transactions involving stocks and bonds, transfer agents assure that the ownership in each transaction is properly assigned to and held on behalf of each investor.