Scope - Clearstream

MARKET PRACTICE BOOK - CORPORATE ACTIONS
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- Annex 6A: per event, the required details in the security T&C, to allow the PPA/
CD/CSP to diarise the events.
- Annex 6B: per event, the deadlines and details to be confirmed during the life of
the event, e.g. for updates, amendments, valuations, etc. For predictable events
occurring upon a triggering event or at the option of the issuer (refer to flow 2.2.2.2),
these should be notified once the triggering/external event occurs and/or the option is
‘exercised’ by the Issuer. As these events could occur at any time, they are ‘flagged’
by the PPA/CD/CSP as potential occurrences rather than being diarised.
Example Predictable event
For a Convertible bond, the T&C of the security will indicate that it is
convertible during a specific period, e.g. from 01/01/2011 to 01/01/2013.
Before the period of action starts, a notification will contain a summary of the
event, and confirm the relevant applicable deadlines. A second notification
may announce a suspension period, during which the bond is not convertible
(e.g. from 01/03/2012 to 20/03/2012, because underlying shares may be
blocked). Such notification will then indicate the last deadline to instruct a
conversion before the suspension period starts, e.g. 25/02/2012.
• Unpredictable events: ( Consent Solicitation, General Meeting, Extraordinary
Meeting, Repurchase / Tender Offer, Exchange Offer, Credit Event, Change to T&C of
securities)
- Annex 6C: per event, details requirements to be described in the event
documentation, within the scope of the security T&C.
The event documentation can be considered the first announcement, and can be
provided as preliminary information, or as complete information. Any events defined
within specific event documentation remains governed by such document and not by
any covering notification, usually only a précis. All affected parties will make
documentation available to investors, except if restricted from doing so
(see Special note).
Example Unpredictable event
For an exchange offer on a bond, the offering documentation should indicate
the start and end date of the offer, as well as the proceeds ratio and deadlines
to be respected.
Subsequent post-launch notifications may advise of an extended offer period
or announce the result of the offer.
Special note: documentation for Restricted (Targeted) Events
Issuers may launch events with a specific, restricted target investor base, e.g. due to
holding size, residents’ legal jurisdictions, etc., for which the event documentation may not
be made publicly available, and therefore not obtainable from the ICSDs in their normal
course of business. In such cases, the ICSDs will advise their customers in the event
notifications how to obtain the event documentation. It is therefore recommended to
confirm whether Event Documentation may be published online by the ICSDs, by using the
Public/Restricted indicator in the applicable templates.
All parties will ensure an efficient and timely flow of information from the Issuer through to
the account holders as per the agreed and defined flows, following.