Corporate actions: details of the service

New share issues and distribution sales of shares

Euronext Securities Oslo offers an application for share issues that deals with every task involved: Transfer of subscription rights to investors’ VPS accounts when existing shareholders have pre-emption rights, recording subscription applications, procedures for allotting shares/bonds both with and without pre-emption rights, collecting payment from investors’ bank accounts, and delivery of the shares/bonds following payment.

Euronext Securities Oslo also offers commission calculations that are developed specifically for issuers of bonds. The calculations use specified rates for each customer category. In addition, non-standard commissions (both percentages and amounts) can be applied.

Subscription applications for shares over the internet

The Subscription Client service makes it possible for investors to subscribe for new share issues and distribution sales of shares via the internet. This web-based service is fully integrated with the system used for new share issues/distribution sales. The ability to subscribe for shares via the internet is also particularly suitable when companies invite their own employees to subscribe for new shares or purchase existing shares.

Acquisitions

When a company carries out an acquisition of another limited liability company, Euronext Securities Oslo offers three types of acquisition service: Standard acquisition, acquisition with partial security interest (blocked accounts), and acquisition with duplicate accounts. In the case of an acquisition with partial security interest or duplicate accounts, the shares of investors who have accepted the offer are held on a blocked account subject to a legal charge in favour of the party making the offer until the acquisition is completed.

Compulsory redemption of minority shareholders (squeeze-out)

This service is normally used following an acquisition in order to carry out the compulsory redemption of shares held by minority shareholders who have not accepted the offer to sell their shares to the party making the offer. In order to carry out a program of compulsory transfers, the party making the offer must have acquired at least 90% of the target company’s shares.

Compulsory purchase of small shareholdings

A company is permitted to carry out compulsory purchases of shares held by individual shareholders who hold so few shares that the value of their holdings does not exceed NOK 500.

Exercise of warrants

When a warrant matures all holdings of the warrant are cancelled, and depending on the terms of the warrant, holders may receive consideration.

Share split

A share split is carried out to reduce the nominal value of a company’s shares and so increase the total number of shares. All shareholdings are increased by the split ratio, while the nominal value is reduced by the same ratio. Euronext Securities Oslo provides a service to ensure that shareholders are allotted the correct number of shares and that notification of the split ratio is sent to shareholders. Euronext Securities Oslo simultaneously changes the number of shares and their nominal value in its systems.

Reverse split

A reverse split is the opposite of a share split. The nominal value increases, and the total number of shares is reduced by the same ratio. Euronext Securities Oslo offers a separate application for carrying out a reverse split.

Merger

By using the Euronext Securities Oslo application when carrying out a merger, a company can ensure that shareholders in the target company are allotted the correct number of shares in the acquiring company. VPS also ensures the removal of the target company from the Euronext Securities Oslo system, while retaining historic transaction data.

Demerger

When a company carries out a demerger, its shareholders are given shares in the newly-established company in addition to the shares they already own. Once the new company has been registered with Euronext Securities Oslo, the VPS Corporate Actions service allots the correct number of shares in the new company to all shareholders.

Bonus issue

Euronext Securities Oslo offers an application for bonus issues that allots new shares to existing shareholders without payment. A bonus issue can also be carried out in conjunction with an increase in the nominal value of the company’s shares.

Dividend

Euronext Securities Oslo calculates and distributes dividend payments. VPS also calculates and withholds tax deducted at source. By distributing its dividend payments through Euronext Securities Oslo, a company can ensure that the necessary reporting to the tax authorities is carried out, and that investors are provided, on their annual statements, with the information on the dividend that they need to complete their tax returns.

Return of share capital / payments from share premium reserve

When a company intends to return share capital or distribute payments from its share premium reserve, Euronext Securities Oslo offers a service that calculates the amount due to each shareholder and ensures that payments are distributed at the specified time.