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Nominee account structure

 

 
What is a Nominee Account and why do I need one?

A nominee account is a CSDP account set up to hold Nedbank shares on behalf of NCBA shareholders who accept the offer but do not have their own CSDP account. Each participant will have a sub account under the Nominee Account.

 

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Who is managing the Nominee Account?

The Nominee Account is managed by JSE Investor Services who is the registrar for Nedbank Group Limited. JSE Investor Services has subcontracted Escrow Financial Solutions Registrars in Kenya who will be the point of contact for shareholders and Kestrel Nominees Limited.

JSE Investor Services (JIS) acts as the overall coordinating and oversight entity for the nominee structure. JIS has reviewed and approved the nominee arrangements, conducted the necessary due diligence on the appointed nominee, and oversees the settlement and custody framework to ensure that it operates in accordance with JSE requirements and applicable South African regulatory standards. JIS does not hold shares itself but provides governance, validation, and coordination of the nominee and settlement processes.

Escrow Financial Services supports the nominee structure from an operational and processing perspective. EFSR is responsible for supporting the mechanics of the nominee arrangement, including maintaining the relevant sub‑registers and providing the systems and operational processes required to administer shareholder records and transactions under the nominee framework.

Kestrel Capital Nominee Services Limited is the appointed nominee and is the legal holder of shares on behalf of participating shareholders who elect to hold their shares through the nominee arrangement. Kestrel is appropriately authorised and regulated in Kenya, has been subject to due diligence by JIS, and holds the shares for the beneficial owners in accordance with the nominee terms and applicable regulatory requirements.

 

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How can I open a CSDP account? What are the requirements?

You can open a Central Securities Depository System account through a licensed Central Depository Agent such as a South African stockbroker, an Investment Bank or a commercial bank acting as a custodian, which performs a role equivalent to that of a Central Depository System (CDS) in Kenya.

Authorised CSDPs and their contact details are contained in annexure G of the Offer Documents.

For individuals, the following documents are required to open a CSDP account:

  • Identity document; 
  • Passport-size photographs; 
  • Proof of residential address;
  • Banking details;
  • Completed CSDP application forms (supplied by the CSDP/broker);
  • Tax information
  • FICA/KYC verification and 
  • For joint accounts, both applicants must be present and sign the mandate form.

For Corporates/LLPs, the following documents are required to open a CSDP account:

  • Certificate of Incorporation; 
  • Director’s details;
  • Authorized signatories;
  • Shareholding structure;
  • Proof of business address;
  • Banking details;
  • Tax information; and
  • FICA/KYC Forms.

Once all required documents have been submitted, for individuals it usually takes about 3 business days to open an open, whereas for corporates it could take up to 7 business days.

 

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What are the trading costs for the JSE?

Core JSE trading fees are as follows:

  • On-exchange equity trades (per transaction) R85.00 per trade excl. VAT (R97.75 per trade incl. VAT)
  • Off-exchange trades (change of ownership) R100.00 excl. VAT (R115.00 incl. VAT)
  • Account transfers (off-market) R95.00 excl. VAT (R109.25 incl. VAT)
  • Portfolio moves between brokers R85.00 excl. VAT (R97.75 incl. VAT)
  • Rematerialisation (paper certificates) R850.00 excl. VAT (R977.50 incl. VAT)
  • Removal to a foreign register R600.00 excl. VAT (R690.00 incl. VAT)
  • Dealing services (broker execution costs)
    • Trades up to R40 000.00: R115.00 excl. VAT (R132.25 incl. VAT).
    • Trades above R40 000.00: R115.00 + 0.35% of the value above R40 000.00 excl. VAT).

A comprehensive fee schedule is published by the JSE Investor Services (JIS).

 

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Who can I contact regarding the Nominee Account?

Escrow Financial Solutions Registrars
MJI Business Park, 11th Floor
Westlands Road
Tel: +254 710 888000
Email: registrar@efsregistrars.com.

 

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Who will cover the cost of the Nominee Account?

Nedbank will cover the Nominee Account costs. However, participants will be responsible for any trading costs for any actions that they undertake.

 

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Can I use the Nominee Account to buy shares from companies on the JSE?

No, the Nominee Account has been set up to hold Nedbank shares only.

 

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Can I transfer my Nedbank shares from the Nominee Account to my own CSDP account?

Yes, you will able to do so. You will need to fill out the transfer form to complete this.

 

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What are my rights under the Nominee Account?

The participants in the Nominee Account will be the beneficial owners of the applicable Nedbank shares. You are also entitled to dividends and to vote in the AGM through the Nominee Account.

 

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How long can shareholders account remain under the Nominee structure?

Whilst there is no definite timeline, participants are encouraged to open their own CSDP accounts as soon as they can to enable transfer of their Nedbank shares.