MERJ Depository and Registry Limited (MERJ DEP) is a licensed securities facility pursuant to the Securities Act. MERJ DEP provides securities registry services for Seychelles companies and foreign companies if permitted by foreign company law. MERJ DEP also provides depository services for securities and DLT Assets (coming soon) and other ancillary services necessary to support the operation of the MERJ EXCHANGE.
MERJ will add support for a wide variety of DLT Assets that meet prescribed eligibility requirements (i.e. “eligible assets”). Various parties (i.e. securities depositories, custodians, brokers, fund managers, direct investors, etc.) owning or holding DLT Assets will be able to make on chain transfers of these DLT Assets to parties all over the world with the same sort of efficiency as other assets recorded on those blockchains (i.e. far faster than current processes to move assets between CSDs and different markets). Issuers will retain control of their own share registers either directly or through appointed agents (e.g. MERJ DEP).
MERJ DEP provides registry services to maintain the ownership register in electronic form on behalf of issuers with securities listed on MERJ EXCHANGE. MERJ DEP records changes in ownership of assets for which it maintains the ownership register after successful transactions executed on MERJ EXCHANGE and cleared through an approved securities facility participant, which includes MERJ CLEAR. The MERJ DEP electronic ownership register ties in seamlessly with the MERJ EXCHANGE Automated Trading System (ATS) and electronic clearing and settlement system operated by MERJ CLEAR. Thus, the ownership register is updated on a real time gross basis simultaneously with the movement of funds from the account of the buyer to the seller.
MERJ DEP can generate a variety of reports that allows the Issuer to get a snapshot or a full register of the securities held electronically in a number of formats such as a list of top registered security holders or a summary of security holders by country. Furthermore, MERJ DEP can provide a comparison of movement report that shows the change in shareholdings on a daily, weekly or monthly basis.
For more information please contact us on the Enquiries page.
MERJ DEP plans to roll out the following registry services for “tokenized’ securities in Q1 2019.
MERJ DEP plans to provide registry services for Ethereum ERC20 based security tokens issued by Seychelles companies and any other companies whereby the respective company law allows the shares to be maintained outside of the jurisdiction by a depository/registrar. Our registry solution will interact with the Ethereum blockchain through a piece of middleware allowing it to be updated automatically by changes to the blockchain in real time. Each shareholder will be associated with a hash address. In order to meet prevailing company law requirements, a share register will be able to be produced by pulling the current balances maintained on the blockchain and marrying with the identity information for each shareholder as required to be presented in a share register.
By maintaining the register in this way (off chain), it will meet standard company law requirements for maintaining a share register.
For non-Seychelles issuers, MERJ may license its registry solution on a SaaS basis directly to the issuer or to third party registrars in those countries. For more information please contact us on the Enquiries page.
DLT Depository Services
MERJ DEP plans to roll out the following depository services for DLT Assets in Q2 2019.
The MERJ DEP Rules provide that MERJ DEP may accept any “eligible assets” for deposit which is a pre-requisite for eligibility to listing and transacting on MERJ EXCHANGE and for clearing and settlement by MERJ CLEAR.
Depository services are available for companies where the share register is maintained by a third-party registry service provider (i.e. not MERJ DEP) making both Seychelles and global issuers eligible to list their shares and other securities on MERJ EXCHANGE even where we do not maintain the register.
Due to the uniquely risky nature of digital assets, MERJ is implementing a robust wallet and security solution with our partners to maintain custody and safekeeping of these assets.
- support for Ethereum ERC20 programmable security tokens meeting minimum requirements to start
- multi-sig wallet and industry best practices for security
- stringent internal and regulatory background checks and regulatory to establish staff in key control positions to be “fit and proper” (i.e. particularly when having access to any client assets)
- full integration with MERJ EXCHANGE and MERJ Clearing
- direct participation permitted for international clients and brokers to reduce inefficiencies and costs typically associated with current custody models and processes around deposit (i.e. dematerialization) and withdrawal (i.e. re-materialization) of assets
MERJ DEP offers services designed to facilitate corporate action events on behalf of issuers which impact the securities ownership register such as the following:
- New Issues
- Initial Public Offerings
- Stock Splits or Reverse Stock Splits
- Private Placements
- Rights Issues
Issuers and Investors benefit from a dramatically increased level of efficiency and cost effectiveness over direct, manual processing of corporate actions.
Rules & Directives
The MERJ DEP Rules and Directives lay out the governance framework of its registry and depository services.
About MERJ DEP
MERJ DEP Limited was established in 2012 in Seychelles. It is licensed as a securities facility pursuant to the Seychelles Securities Act 2007 and regulated by the Seychelles Financial Services Authority (FSA). MERJ DEP provides securities registry and depository services for issuers of MERJ EXCHANGE listed securities. MERJ DEP is a wholly owned subsidiary of MERJ EXCHANGE Limited and a registered company pursuant to the Companies Act in Seychelles.
The MERJ DEP Board of Directors is responsible for providing direction to and overseeing the conduct of the affairs of MERJ DEP. The three Member Board comprises of an independent, non-executive Chairman, one non-executive director and a Managing Director.
- Karl Pragassen – Chairman (Independent, Non-Executive)
- Bobby Brantley – Director (Non-Executive)
- Ed Tuohy - Managing Director
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