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Mandatory corporate action FAQ added
Today, OFSI has published FAQ 187 on how mandatory corporate actions (MCAs) engage the Russia and Belarus Regulations, providing clarity for those trading transferable securities and money market instruments.
The FAQ explains that new instruments, created through an MCA will not automatically engage Regulation 16 of the Russia Regulations or Regulation 15A of the Belarus Regulations. Whether these provisions apply will depend on the specific facts, and the FAQ includes a worked example illustrating how this assessment may be made.
This guidance supports firms to continue trading whilst remaining compliant with UK sanctions.
Frequently Asked Question 187:
187. For the purposes of regulation 16 of the Russia Regulations and regulation 15A of the Belarus Regulations, how should the “date of issue” of a transferable security or money market instrument be determined, including where instruments or securities issued pursuant to a mandatory corporate action (MCA) relate to securities or instruments issued prior to the dates referred to in regulations 16 and 15A?
These regulations prohibit dealing with transferrable securities and money market instruments issued by certain persons on or after certain specified dates. Dealing with transferrable securities and money market instruments that were issued before the specified dates is not prohibited, provided the activity does not otherwise breach the Russia Regulations or the Belarus Regulations (e.g. by making funds available to a designated person).
In some cases, a new transferable security or money market instrument is created in respect of an instrument or security issued prior to the specified dates referred to above (including in the context of an MCA) which could then potentially be caught by the relevant regulations. Determining whether this is the case is fact-dependent and will be considered by OFSI on a case-by-case basis (but determinations will only be made if relevant to specific OFSI casework). In that consideration, OFSI will place significant weight on whether an issuance (including as part of an MCA) results in finance being raised for the issuer.
For example, regulation 16 or regulation 15A may not apply if:
- Shares subject to regulation 16 (or regulation 15A) originally issued prior to the relevant date in regulation 16 (or regulation 15A) become subject to a mandatory stock split after that date;
- that stock split does not raise new finance for the company undertaking it; and;
- there is no material change to the rights and/or value of the shares.
Added on: 8 Jun 2026

