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Consultation Paper High level description, Nordic CSD Corporate ...

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5.5.4 Mandatory distributions with options<br />

Mandatory distributions with options are <strong>Corporate</strong> Actions where the<br />

security holder is required to choose from two or several options that are<br />

available. The <strong>Corporate</strong> Action itself is mandatory. A typical mandatory<br />

distribution with an option is an optional dividend payment. These <strong>Corporate</strong><br />

Actions are commonly seen as voluntary <strong>Corporate</strong> Actions because there is<br />

the need for the investor to elect from a preferred option. The Issuing Agent<br />

role would be applicable to these types of <strong>Corporate</strong> Actions.<br />

Example: Optional dividends<br />

In an optional dividend payment the shareholder has to choose whether to<br />

receive the dividend in cash or securities. The default action for this type of<br />

<strong>Corporate</strong> Action is usually cash, meaning that if the shareholder does not<br />

send an election instruction he/she will receive the dividend in cash.<br />

For these types of <strong>Corporate</strong> Actions the Issuing Agent would have to notify<br />

the eligible shareholders of the different options and the default action.<br />

Usually there are two options: cash or securities. The cash option is typically<br />

set as default action by the Issuer so that the amount of responses can be<br />

reduced. Therefore only those shareholders who select to receive the dividend<br />

payment in securities send an election instruction to the Issuing Agent.<br />

Owner registered shareholders would have to send an election instruction to<br />

the Issuing Agent by a given deadline set by the Issuing Agent. The Issuing<br />

Agent would then key into the N<strong>CSD</strong> system the selected option.<br />

For nominee registered holdings the Account Operators/Nominees would<br />

collect the instructions for their clients and send them in ISO format to the<br />

<strong>CSD</strong> system. The selected option to receive securities would be automatically<br />

updated in the <strong>CSD</strong> system. The Issuing Agent would receive the information<br />

about the selected options for nominee account holders automatically from<br />

the <strong>CSD</strong> system.<br />

5.5.5 Mandatory reorganisations with options<br />

Reorganisations are <strong>Corporate</strong> Actions where a security is replaced by one or<br />

more securities or cash or a combination of both. Mandatory reorganisations<br />

with options are <strong>Corporate</strong> Actions where the security holder is required to<br />

page 44(62)

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