Levels of segregation
Skandinaviska Enskilda Banken AB (publ), directly and through its branches in Denmark, Finland, Luxembourg and Norway (“SEB”), acts as a participant to the following central securities depositories: Euroclear Sweden AB, VP Securities A/S, Euroclear Finland Oy, Verdipapirsentralen ASA (VPS), Euroclear Bank SA/NV and Clearstream Banking S.A. (each a “Local CSD”). SEB offers its clients, in accordance with the applicable local laws, the possibility for omnibus client segregation and individual client segregation. The levels of protection and the costs associated with the different levels of segregation of accounts with the respective Local CSDs are specified in this document pursuant to Article 38(6) of the Central Securities Depositories Regulation* (“CSDR”).
SEB, acting as a nominee, will in its own books and records provide securities accounts in the name of a client (either as a proprietary holding or on behalf of the client’s underlying customers) evidencing the client’s right to securities recorded in such a securities account. SEB, as a nominee and intermediary, will keep such securities with the Local CSD in a nominee-account on behalf of its clients. The nominee accounts SEB has with each Local CSD are solely dedicated to its clients’ holdings and may not, pursuant to local applicable laws, contain any proprietary securities belonging to SEB. Such nominee accounts with the Local CSDs are commonly held for several clients’ holdings (omnibus client segregation) but can also be held separately for one individual client (individual client segregation).
For securities held by a client acting as an intermediary, SEB may, in its capacity as an account operator, open an individually segregated nominee account directly with the Local CSD in the name of the intermediary on behalf of the underlying clients. In Norway, SEB offers account operating service only to clients with nominee licenses.
For securities owned and held directly by the client (i.e. not through another intermediary), SEB may, in its capacity as an account operator, open an individually segregated account directly with the Local CSD in the name of the beneficial owner (“Owner Account”), whereby the client will be the account holder of such Owner Account. In Finland the Owner Account is the only allowed option for holding Finnish securities owned by Finnish citizens and Finnish legal persons with the Local CSD pursuant to mandatory Finnish law.
* REGULATION (EU) No 909/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012
Main legal implications of level of segregation
In the unlikely event of SEB’s insolvency the proceedings will take place in Sweden and will be governed by Swedish law. In such a situation, the clients’ securities kept on a nominee account with the Local CSD, whether omnibus or individually segregated, will be excluded from SEB’s assets and the clients will have a right of separation as their holdings are segregated from SEB’s proprietary holdings as required by law.
Securities held by the client as account holder directly on a beneficial owner account with the Local CSD are assumed to be the property of the account holder and thus excluded from assets belonging to SEB as account operator in an insolvency situation.
In the unlikely event of a shortfall of securities the client in question will not be able to claim a right of separation but will likely be considered as an unsecured creditor without priority to the assets of the bankruptcy estate.
In the case of securities held at Euroclear Bank SA/NV Belgian law (the Royal Decree no 62) applies provisions following the principal that all securities deposited by Euroclear Bank SA/NV participants (i.e. SEB) with Euroclear Bank SA/NV are deposited on fungible basis. By virtue of the Royal Decree, Euroclear Bank SA/NV participants have been given by law a co-ownership right of an intangible nature on a pool of book-entry securities of the same category held by Euroclear Bank SA/NV on behalf of all Euroclear Bank SA/NV participants having deposited securities of the same category. The said Decree provides for a loss sharing provision for the underlying clients of a Euroclear Bank SA/NV participant in case such Euroclear Bank SA/NV participant goes into default. Furthermore, Belgian law gives the National Bank of Belgium privilege over Euroclear Bank SA/NV’s own proprietary securities to cover e.g. a situation where securities that are held by Euroclear Bank SA/NV with any depositary on behalf of its participants are not enough to cover the actual holdings of such securities by the participants.
In case of a resolution proceeding of SEB, the clients’ securities should be excluded from any bail-in process and remain at the clients’ disposal.
In the unlikely event of a Local CSD’s insolvency, the insolvency proceedings will take place in the respective country where the Local CSD has its legal domicile and will be governed by applicable local law. As securities are held segregated on behalf of participants (nominee and direct account holders) they will be excluded from the Local CSD’s assets with a right of separation.
Under the Swedish Act (1999:158) on Investor Compensation Scheme, an investor compensation scheme exists for certain types of clients in case of a loss of securities in a custodian bank’s bankruptcy, entailing a right to individual compensation in a total amount not exceeding SEK 250,000. The Swedish investor compensation scheme covers assets held by SEB in the Nordic countries. For more information on local and applicable investor compensation schemes please see riksgalden.se
Euroclear Finland Oy maintains a Central Securities Depository Fund, regulated by the Act on the Book-Entry System and Clearing Operation (2017/548). For more information, please see Euroclear Finland’s website.
The Local CSDs provide further information on the levels of protection associated with different levels of segregation with securities accounts on the following websites:
Euroclear Finland Oy
Euroclear Sweden AB
VP Securities A/S
Euroclear Bank SA/NV
Clearstream Banking S.A.
The clients’ cost structure is dependent on the type of account, operational and technical conditions and complexity both with SEB and the Local CSD and will be applied as agreed with the client. The cost structure may also be affected by other factors. Account opening and maintenance fees as well as other fees, costs and charges may be charged by a Local CSD or other third party for different account types. The Local CSD’s fee schedule is published on the applicable Local CSD’s website as setout above.
SEB will pass on Local CSD ‘s fees, costs and charges to clients as agreed with the client. In addition to the costs related to the specific account type chosen there may be additional costs applicable related to different products and other services related to the account. These include, inter alia:
- Custody and safekeeping fees
- Asset servicing fees
- Transaction fees
- Out of pocket reimbursements
- Tax reclaim and handling fees
The costs connected with the different account options are disclosed to the clients before they enter into a custody agreement or an owner account agreement with SEB.
The purpose of this information is only to provide accessible general information only and is not to be considered as any legal advice nor contain all information a client would need to make a decision on type of account. In order to make an assessment of the protection associated with different levels of segregation, including information of applicable insolvency law, further information should be obtained relating to the specific conditions and circumstances.