Rule · BCR · 1 Dec 2021
Direct and Indirect Investors, the Depositary, and Bolsa de Valores de El Salvador must register issuances, update authorized user access one day before auctions, and submit bids specifying terms, amounts, and yields. Settlement via LBTR must occur by 17:00 for direct investors or per Depositary schedules for indirect investors, with foreign transfers confirmed by 15:00. High-risk or sanctioned investors are barred from participation, and non-payment results in exclusion from the next placement, two subsequent placements for recurrence, or permanent exclusion after a third violation. This Instruction entered into force on December 1, 2021, replacing prior CENELI and Medium-Term Bond instructions.
| BANCO CENTRAL DE RESERVA DE EL SALVADOR | INSTRUCTIONS FOR THE ADMINISTRATION OF NEGOTIABLE SECURITIES ISSUED BY THE CENTRAL RESERVE BANK OF EL SALVADOR | DEPARTMENT OF PAYMENTS AND SECURITIES |
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FINANCIAL OPERATIONS MANAGEMENT
DEPARTMENT OF PAYMENTS AND SECURITIES
November 2021
| BANCO CENTRAL DE RESERVA DE EL SALVADOR | INSTRUCTIONS FOR THE ADMINISTRATION OF NEGOTIABLE SECURITIES ISSUED BY THE CENTRAL RESERVE BANK OF EL SALVADOR | DEPARTMENT OF PAYMENTS AND SECURITIES |
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CONTENTS
| BANCO CENTRAL DE RESERVA DE EL SALVADOR | INSTRUCTIONS FOR THE ADMINISTRATION OF NEGOTIABLE SECURITIES ISSUED BY THE CENTRAL RESERVE BANK OF EL SALVADOR | DEPARTMENT OF PAYMENTS AND SECURITIES |
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1. GENERALITIES
1.1 Background
In the Board of Directors Session of the Central Reserve Bank of El Salvador No. CD-07/2005 of February 21, 2005, the Instructions for the Administration of Liquidity Negotiable Certificates (CENELI) issued by the Central Reserve Bank of El Salvador were authorized, which was modified in Session No. 07/2010 of February 22, 2010, with its issuance characteristics.
In the Board of Directors Session of the Central Reserve Bank of El Salvador No. CD-19/2006 of May 29, 2006, the Instructions for the Administration of Medium-Term Bonds issued by the Central Reserve Bank of El Salvador and their respective characteristics were authorized, with modifications in Session No. CD-9/2010 of March 3, 2010.
In Session No. CD-16/2019 of April 29, 2019, the Board of Directors authorized the creation of the Asset and Liability Committee (CAP), starting from the integration of the International Reserves Investment Committee (CIRI) and the Liquidity Operations Committee (COL).
The Board of Directors in Session No. CD-47E/2019 of December 6, 2019, approved the entry into force of the Asset and Liability Committee (CAP), starting from January 2, 2020, integrating the responsibilities and functions of the CIRI and the Strategic COL into the CAP and that related to the Permanent COL to the Financial Department. As well as the approval of the transitional provision for the update of the institutional regulations related.
In these Instructions, what is regulated in the Instructions for the Administration of Liquidity Negotiable Certificates (CENELI) and Medium-Term Bonds issued by the Central Reserve Bank of El Salvador is integrated.
1.2 Legal Basis
The issuance of the negotiable securities governed by these Instructions is based mainly on the following legal provisions:
1.2.1. Articles: 23 letters g) and j), 49 letter a), 62 and 87 of the Organic Law of the Central Reserve Bank of El Salvador.
1.2.2. Articles: 1, 3, 72 and 73 paragraph 2°, of the Securities Market Law.
1.2.3. Articles: 1, 26 to 29 of the Law on Electronic Annotations of Securities in Accounts.
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1.2.4. Liquidity Policy authorized by the Board of Directors of the Central Reserve Bank of El Salvador.
1.2.5. Guidelines for the Management of Debt Portfolios approved by the Asset and Liability Committee of the Central Reserve Bank of El Salvador.
1.3 Scope of Application
These Instructions will be applicable to Direct and Indirect Investors, to the Depositary in which the Central Reserve Bank of El Salvador delegates the electronic registration of issuances and securities accounts, to the Bolsa de Valores de El Salvador and to the Units of the Central Reserve Bank of El Salvador, whose functions are related to the planning, negotiation, issuance, settlement, custody, redemption and registration of the issued securities.
2. OBJECTIVE
To regulate the negotiation, issuance, settlement, custody, redemption and registration of the negotiable securities issued by the Central Reserve Bank of El Salvador, as instruments for raising financial resources in the local securities market, which allow the proper management of the Institution's liquidity.
3. DEFINITIONS
For the purposes of these Instructions, the following shall be understood:
3.1 Electronic Annotation of Securities in Account: Accounting note made in an Electronic Registry of Securities Accounts maintained by a Depositary Institution. It is constitutive of the existence of dematerialized securities, as well as of the obligations of its issuer and of the rights of its legitimate owner.
3.2 Central Bank: Central Reserve Bank of El Salvador
3.3 BVES: Bolsa de Valores de El Salvador, S.A. de C.V., the entity that facilitates the negotiation environment for securities.
3.4 Brokerage Houses: Stock market intermediaries affiliated with a Stock Exchange, whose positions they can carry out on their own account or on behalf of third parties.
3.5 CAP: Asset and Liability Committee of the Central Bank, is the body that defines strategic actions for the management of financial assets and liabilities in compliance with the criteria established in the Investment and Liquidity Policies.
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3.6 Adjudication Committee: Composed of the Financial Operations Manager, Head of the Payments and Values Department, Head of the Values Section and Head of the Financial Department, who will have the function of evaluating the bids received in the auction of the negotiable securities, defining the cut-off rate and adjudicating the securities based on previously established parameters.
3.7 Call: Process by which, the Central Bank invites different investors to participate in the auctions of the issuance of negotiable securities.
3.8 Depositary: Company specialized in the deposit and custody of securities, in which the Electronic Registry of Issuances and Securities Accounts issued by the Central Bank has been delegated.
3.9 Discount: Difference between the nominal value and the price. For its calculation, the mathematical formula detailed in the issuance characteristics that are applicable will be applied.
3.10 FINDUR: Portfolio and External Payments Administration System.
3.11 Manager: Financial Operations Manager of the Central Bank.
3.12 Investors: National and foreign natural or legal persons authorized to participate in the auctions of negotiable securities issued by the Central Bank, which may be:
3.12.1 Direct Investors: National and foreign legal persons who can access the Negotiation System directly, including: banks, cooperative banks and savings and credit societies, public or private pension entities, brokerage houses and others authorized by the Central Bank.
3.12.2 Indirect Investors: National and foreign natural or legal persons, not qualified as Direct Investors, who, in order to acquire the Central Bank's securities, require the intermediation of a brokerage house.
3.13 Head of the DPV: Head of the Payments and Values Department of the Central Bank.
3.14 Head of the SV: Head of the Values Section of the Central Bank.
3.15 LBTR: Real-Time Gross Settlement System, which aims to settle payment instructions in the deposit accounts that participants maintain at the Central Bank.
3.16 Compliance Office: Advisory Department of the Central Reserve Bank of El Salvador, whose fundamental objective is to ensure compliance with the legal and regulatory framework regarding money laundering and asset freezing risks and terrorism financing.
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3.17 Bids or offers: Notification by which an investor expresses interest in acquiring securities, based on the conditions established in the respective call.
3.18 Price: Will be established according to the mathematical formula included in the characteristics of each type of issuance when applicable.
3.19 Negotiation System: It is the electronic platform used for the sending and receiving of Bids and offers and the adjudication of the auction for the placement of securities in the primary market.
3.20 Auction: Process by which investors present their bids to the Central Bank, expressing the yields, terms and amounts offered.
3.21 Competitive Auction at Differentiated Rate: The securities are awarded starting from the lowest offered yields or spreads with respect to the determined reference rate, up to the established cut-off rate or spread. The yield or spread assigned to each of the bids will be that offered by each investor.
3.22 Cut-off Rate or Spread: It is the maximum yield or spread with respect to the determined reference rate that the Central Bank is willing to pay to the investor and for its determination, the institutional liquidity needs, market information and the offers presented by the investors will be considered.
3.23 Dematerialized Securities: Securities represented by electronic annotations in account.
3.24 Nominal Value: It is the face value of the instrument, this will be the value that the Central Bank will pay to the holders at maturity.
4. GENERAL RULES
4.1 Registration of Issuances
The Central Bank will request the BVES and the Depositary to register the issuance in the respective records, sending Certification of the Board of Directors agreement, where the issuance of the negotiable securities is authorized. In the case that there are modifications in the characteristics of these titles, it must be communicated in the same way to be included in the aforementioned records. The CAP will approve the modifications to the issuance characteristics, prior to being authorized by the Board of Directors.
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4.2 Investor Registration
4.2.1 New Direct Investors may be those who, prior to analysis and authorization by the Central Bank, have been accepted as Investors, for which they must send a letter signed and stamped by the Legal Representative, requesting their interest in participating in the Auctions of Negotiable Securities of the Central Bank.
4.2.2 Upon receipt of the request, accompanied in its entirety by the required information according to paragraph 6.1.1, it will be submitted to the analysis and opinion of the Compliance Office, which will be incorporated into the technical evaluation that will be carried out by the Payments and Values Department, which will present the result to the Manager, for authorization if applicable. The Manager will communicate the result in writing to the applicant, within a period not exceeding fifteen (15) business days, counted from the complete receipt of the information by the applicant.
4.2.3 Indirect Investors may participate in the Auctions through a Brokerage House.
4.3 Access to Electronic Systems
4.3.1 The Central Bank will indicate the Negotiation System to be used for the negotiation of securities, through a notification made by the Manager by electronic means, generating all the conditions and providing the necessary information and resources for access.
4.3.2 The Central Bank will request annually the update of the names and email addresses of at least two authorized persons to enter bids into the Negotiation System, in order to assign them their respective accesses; as well as the name of an authorized person to manage temporary users in case of difficulty with the main users. For these purposes, investors must notify the Manager, through a note signed by their Legal Representative. Any change in authorized users must be notified by the Legal Representative or the person designated by him, at least one day before the respective auction, which will be attended by the Values Section on the same date the request is received or prior to starting the auction.
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5. SPECIFIC RULES
5.1 Negotiation
5.1.1 Call
5.1.1.1 The Head of the Values Section or the Head of the DPV or the person designated by him in writing, will notify investors of the call notice (Annex No.1) automatically through the Negotiation System, at least one business day prior to the holding of the Auction; based on the parameters defined by the Financial Department.
5.1.1.2 On the day of the Auction, the Head of the Values Section, or the Head of the DPV, or the person designated by him in writing, will register the characteristics of the Call in the Negotiation System, which will contain the following information:
5.1.1.3 On the day of the auction, the Head of the Values Section or the Head of the DPV, or the person designated by him in writing, will endorse the respective call in the Negotiation System, so that investors proceed to register their bids or offers.
5.1.1.4 Investors will have access to consult the characteristics of the Call in the Negotiation System, whose schedules will be mandatory for investors.
5.1.2 Registration and Adjudication of Bids
5.1.2.1 Based on the information contained in the Call and from the opening hour, the investor will proceed to register their bids, entering:
5.1.2.2 Each Investor may register one or more bids at equal or different terms and rates. Once the bid is sent to the Central Bank, it will be binding and irrevocable, therefore, it cannot be modified or cancelled.
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5.1.2.3 In order to guarantee the transparency of the Auction, the identity of the investors who present the bids cannot be viewed in the Negotiation System, while the Auction is not adjudicated.
5.1.2.4 Once the time for the receipt of bids has elapsed, the Values Section will present a technical proposal to the Adjudication Committee containing at least the following information:
5.1.2.5 The Adjudication Committee, based on the received technical proposal and the defined parameters, will authorize the amount and the cut-off rate, which will be used to accept or reject the received offers. In any case, the Central Bank reserves the right to declare the Auction void.
5.1.2.6 The Head of the DPV or the Head of the SV, with the authorization of the Adjudication Committee in the Adjudication Act, will proceed to the respective adjudication.
5.1.2.7 The adjudication will be executed automatically in the Negotiation System, which will perform the assignment or rejection of the offers, considering the authorized cut-off rate.
5.1.2.8 If the total offered amounts exceed the authorized placement amount, the offers with the lowest yields or spreads will be assigned up to the established cut-off rate or they will be assigned from lowest to highest rate or spread up to the cut-off rate or spread. If, at the end of this process, there are equal offers in yields or spreads, the difference of the unassigned target will be prorated automatically in proportion to these offers. The Adjudication Committee may award an amount greater than the indicative placement target considering the total funding need if the financial conditions are favorable for the Central Bank.
5.1.2.9 Once the securities are adjudicated, the Financial Risks Department will be requested to create the instruments in the FINDUR based on the Adjudication Act, so that the Values Section proceeds to register and authorize them in said system for portfolio tracking.
5.1.2.10 The purchase price of the securities will be calculated using the formulas included in the respective issuance characteristics.
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5.2 Monetary Settlement
5.2.1 The monetary settlement of the adjudicated securities can be carried out through two mechanisms: charged to an account at the Central Bank, and by electronic transfer of funds from abroad.
5.2.2 Settlement charged to deposit accounts at the Central Bank:
5.2.2.1 Direct Investors may settle their adjudicated securities through a debit in the deposit accounts they hold at the Central Bank, through the LBTR system by 17:00 hours at the latest.
5.2.2.2 Indirect Investors may settle the adjudicated securities through a debit made by the Depositary in their deposit account at the Central Bank, through the LBTR system according to the schedules defined in the regulations established by the Depositary, in accordance with the operating schedules of the LBTR system.
5.2.3 Settlement by electronic transfer of funds from abroad: The Investor must make the transfer to the current accounts that the Central Bank has in its correspondent banks, notified in the call notice and inform the Values Section about this transaction. The investor must ensure that the crediting of the funds is confirmed by the correspondent bank to the Foreign Department by 15:00 hours (local time) on the day of settlement, in order to carry out the corresponding internal operations.
5.3 Securities Settlement
5.3.1 The Payments and Values Department will electronically send the Depositary the information of the securities placed in the primary market previously settled, so that the Depositary registers the placed amounts in the Central Bank's account and makes the electronic annotation of the securities in the Investors' accounts. The Depositary will electronically confirm the receipt of this information immediately.
5.3.2 It is the direct responsibility of the Depositary to correctly administer the securities accounts under its custody.
5.3.3 Investors may consult the availability of their securities in the respective accounts they have in the Depositary through the mechanisms defined for such purposes, once the settlement operations of monetary and securities settlement have been closed.
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5.4 Redemption of Securities
5.4.1 Early Redemption, Coupon Payment, and Capital at Maturity
5.4.1.1 At the proposal of the Financial Department, with prior approval from the CAP, the Board of Directors of the Central Bank may authorize that securities be redeemed early and with the consent of the investor. The amount to be paid will be the amortized cost at the date of redemption for discount titles and the nominal value plus the proportional coupon accrued up to the date of redemption for interest rate securities.
5.4.1.2 The Depository will electronically send, at least one business day before the maturity of coupons and capital, the payment instructions to the Payments and Values Department, so that it deposits the amounts on the maturity date of the securities, in the respective deposit accounts.
5.4.1.3 On the maturity date of each coupon and capital, the Payments and Values Department will pay the corresponding value. When this date coincides with a non-business day, the payment will be made on the next immediate business day, without this implying the additional payment of yields for the non-business day or days following the maturity date.
5.4.1.4 The Depository is responsible for the integrity of the information sent and that payments are made on the maturity date of the security to the holders of the securities accounts it holds in its registry and according to its instructions.
5.4.1.5 The payment will be made with a credit to a deposit account at the Central Bank, through the LBTR system according to the schedules defined in the regulations established by the Depository, in accordance with the operating schedules of the LBTR system:
5.4.1.5.1 To Direct Investors, through a credit in the deposit accounts they hold at the Central Bank.
5.4.1.5.2 To Indirect Investors, through a credit made to the Depository in its deposit account at the Central Bank.
5.4.1.6 The Payments and Values Department on the maturity date of each coupon, will calculate the interest rate applicable to the next coupon and notify electronically the Depository, the BVES, and the Financial Risk Department of the Central Bank for the purpose of updating their respective records.
5.4.1.7 On each coupon and capital maturity date or early redemption date, the Values Section must carry out a corresponding registration and authorization
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corresponding in the FINDUR System, for the monitoring of the debt portfolio.
6. SPECIAL PROVISIONS
6.1 Prevention of Money Laundering and Asset Financing and Terrorism Financing
6.1.1 The Compliance Office will conduct a prior analysis before issuing an opinion on the registration of Direct Investors, for which it will request the information described in the Know Your Customer Policy of the Central Bank.
6.1.2 The Head of the Values Section or the Head of the DPV will inform the Compliance Office at least one business day prior to the holding of the Auction, regarding the call notice including the date and time of the event.
6.1.3 On the day of the auction once the allocation process is concluded, the Values Section will inform the Compliance Office of the names of the investors who registered bids to perform the respective searches in the watchlists and sanctioned lists held by the Central Bank.
6.1.4 Investors to whom negotiable securities are allocated must comply with the due diligence requirements established in the Know Your Customer Policy of the Central Bank.
6.1.5 The Head of the Values Section will consult with the Compliance Office regarding the investors to whom negotiable securities are allocated, to determine if they have previously submitted the information referred to in paragraph 6.1.4. If the information has already been submitted, the investor will only be requested to inform in case there is any modification, addition, or elimination.
6.1.6 When an investor to whom negotiable securities are allocated represents a High Risk according to the Due Diligence carried out by the Compliance Office, is on sanctioned lists, or has a conviction or sentence against them for crimes related to money and asset laundering and terrorism financing, according to paragraph 6.1.1, their participation will not be permitted.
6.2 Consequences for Non-Payment of Securities
6.2.1 All received bids have the character of mandatory and irrevocable. In the case that an offer presented by an investor has been allocated and, for reasons not attributable to the Central Bank, does not make the corresponding payment of the allocated securities, the Payments and Values Department will proceed to notify the
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Manager regarding the non-compliance. Likewise, the Manager will inform the investor specifically about the consequences of non-payment of the allocated securities and the situation expressed in paragraph 6.1.6; a copy of this communication will be sent to the Depository and the BVES.
6.2.2 In the case that the investor does not make the payment of the allocated securities as described in paragraph 6.2.1, they will not be allowed to participate in the next placement. In case of recurrence, they will not be able to participate in the next two placements, and if it happens for the third time, they will no longer be able to participate in the purchase of negotiable securities permanently.
6.3 Contingency
6.3.1 In cases where there are problems accessing electronic systems, the following procedure will be followed:
6.3.1.1 Investors must send to the Head of the DPV and the Head of the SV, a request via email (Annex No. 2) signed by an authorized official, offering the purchase of the securities, on the day and time specified in the call, explaining the reasons that prevented them from entering their bid. The Payments and Values Department will verify that the bids contain all corresponding information and that the signature corresponds to authorized officials; otherwise, the bids will not be considered in the respective auction.
6.3.1.2 Upon receiving and reviewing the bids, the Payments and Values Department will proceed to register and process them in the mechanism defined by the Central Bank, using predefined formats in Excel.
6.4 Operational difficulties not contemplated in this Instruction must be resolved by the Manager.
6.5 Aspects not contemplated in this Instruction will be resolved by the Board of Directors of the Central Bank.
7 VALIDITY, DISTRIBUTION, AND DISCLOSURE
7.1 This Instruction will enter into force on December 1, 2021, and repeals the Instruction for the Administration of Liquidity Negotiable Certificates (CENELI) issued by the Central Reserve Bank of El Salvador approved by the Board of Directors in Session No. CD-07/2005 of February 21, 2005, and its modifications in Session No. CD-07/2010 of February 22, 2010 (240502-A) and the Instruction for the Administration of Medium-Term Bonds issued by the Central Reserve Bank of El Salvador, approved by the Board of Directors in Session No. CD-19/2006 of May 29, 2006, and its modifications in Session No. CD-9/2010 of March 3, 2010 (230502).
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7.2 The Board of Directors will keep a copy of this Instruction as backup to the Approval Minutes and will deliver the original to the Risk and Strategic Management Department for custody. Likewise, it will deliver an electronic copy to the Financial Operations Management and authorize it to deliver electronic copies to the following units:
7.2.1 Payments and Values Department
7.2.2 Financial Department
7.2.3 Foreign Department
7.2.4 Financial Risk Department
7.2.5 Compliance Office
7.3 The Manager, through the Payments and Values Department, will disseminate this Instruction to the corresponding administrative units of the Central Bank.
7.4 The Risk and Strategic Management Department is authorized to publish this Instruction in the Administrative Instruments System of the Central Bank, so that it is available for general consultation.
7.5 The Presidency is authorized to send an electronic copy of this Instruction to Direct Investors, the Depository, and the BVES following the distribution and sending control mechanisms established, and to publish it on the Central Bank's Web page for the knowledge of the general public.
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MODIFICATION CONTROL TABLE
| Revision No. | Previous Version | Approved Version | Approver and Date |
|---|---|---|---|
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Annex No. 1
CALL NOTICE
No.
NEGOTIABLE SECURITIES ISSUED BY THE CRB
The Central Reserve Bank of El Salvador, in accordance with what is authorized by the Board of Directors in Session No. CD-36/2021 of November 6, 2021, announces the following issuance of negotiable securities:
Indicative Target:
Minimum Investment of US$
Denomination of US$ and its multiples
| Series | Reference Rate | Terms/Days: | Maturity |
|---|---|---|---|
Trading Date:
Settlement Date:
Schedule for Submission of Bids:
Deposit Agent:
Settlement Method: a) Electronic transfer to current account in correspondent banks of the Central Bank. i) ii) iii) b) Debit instruction to deposit account at the Central Bank. c) For the case of investor agents who do not have an account at the Central Bank, they must carry out the settlement through the Depository.
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Annex No. 2
BID LETTER
Subject: SUBMISSION OF BID
Manager of Financial Operations
Central Reserve Bank of El Salvador
In accordance with Call Notice No. ____________ for the placement of negotiable securities, the following offer is submitted:
Investor:
Auction Date:
| Bid No. | Series | Term | Offered Amount | Offered Yield Rate or Spread | CEDEVAL Account Number |
|---|---|---|---|---|---|
Reason for failure in the trading systems: ________________________________________________________________________________ ________________________________________________________________________________
Authorized by:
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“repeals the Instruction for the Administration of Liquidity Negotiable Certificates (CENELI) issued by the Central Reserve Bank of El Salvador approved by the Board of Directors in Session No. CD-07/2005 of February 21, 2005”
“repeals... the Instruction for the Administration of Medium-Term Bonds issued by the Central Reserve Bank of El Salvador, approved by the Board of Directors in Session No. CD-19/2006 of May 29, 2006”
“and its modifications in Session No. CD-9/2010 of March 3, 2010 (230502).”
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