Frequently Asked Questions - Corporate Actions

  • Will the issuer have to make payments in different (shorter) deadlines following the implementation of common European standards?

    Common European standards define only the period of time that may elapse between the record date (i.e. the date for determining persons eligible for payments) and the date when the payment should be made. In compliance with common European standards, this period of time should not be longer than one business day.

    This, however, shall not mean that the issuer will not be able (due to liquidity management, etc.) to specify the date of payment 60 or 90 days following the general meeting, for example. In such event, the record date will have to be postponed to one business day prior to the date of payment.

    Due to the minimum period of time which has to elapse between the day of the notification of a corporate action of payment and the date of payment, as stipulated by the common European standards, the record date can no longer be the day of the general meeting (nor any other day prior to it). The earliest date that can be specified as the record date for payments will have to be at least three business days following the general meeting (assuming that the issuer notifies KDD of the corporate action of payment on the very same day the general meeting is held).

    Additional clarification for issuers of debt securities: the implementation of common European standards will not affect the existing relationships between the issuers and holders of debt securities, as laid down in the applicable prospectuses or equivalent bidding documents. With the issue of new debt securities, KDD shall, however, make sure that the date of payment is defined as one business day following the record date.

  • What feedback will the issuer receive regarding the payments made?

    KDD shall inform the issuer of the total amount of payments made by KDD to KDD members and of the amount that might still be retained in the KDD fiduciary account (and reasons thereof). This information shall be included in the price of the implementation of the corporate action of payment (distribution).

    The issuer will be able to make an inquiry with KDD regarding an individual person eligible for payment if they shall require such information for legal purposes (e.g. provision of clarification to that eligible person, etc.). In such event, KDD shall notify the issuer whether such payment was made and in the event of non-payment reasons thereof.

  • What is the procedure for the reimbursement of a non-disbursed part of the amount transferred by the issuer to KDD for payments?

    KDD shall, of course, not appropriate the sums of money intended for payments to eligible persons which will not be transferred to authorized KDD members for these eligible persons. This, however, does not mean that the issuer can decide at the outset that it will not be possible to transfer certain sums of money to KDD members within the prescribed period of time or that the original payment to KDD will be reduced by such sums that could not be transferred to eligible persons on the record date. The issuer will be able to reduce the original payment made to KDD only by the amount the payment for which is not possible by law (e.g. own shares). The amount for which it is not clear whether KDD will be able to transfer to a KDD member for the account of an eligible person within the prescribed period of time will first have to be advanced by the issuer. KDD will then reimburse that sum of money to the issuer after the expiry of the prescribed period of time and in the actual amount which will not be transferred to a KDD member for the account of an eligible person. Thus, the same rules shall apply to payments of monetary obligations as apply to cash payments in other corporate actions (e.g. cash supplements in the event of mergers, etc.).

    Considering the above written, reasons, such as incomplete data, ongoing probate proceedings, etc., will not be adequate for the reduction of the amount that the issuer is obliged to transfer to the KDD fiduciary account.

  • Will the issuer be able to offset their payment obligation against an obligation of an eligible person to the issuer?

    In the structure where payments from securities will be one of the corporate actions under common European standards, legal conditions for offsetting between the issuer and holder will no longer be met due to the lack of reciprocity (the issuer will have to make payments through KDD and KDD members, while this shall not apply to holders if their obligations are not directly related to the ownership of a security).

    If the issuer will want to offset their claim to the holder against their obligation of payment from securities regardless of the above, they shall act in contravention of the law and may be financially liable under the general rules regarding liability for damages.

    This in no way implies that the issuer cannot make payments to their shareholders already during the year. However, in such event, they shall have to take into consideration rules governing payments of interim dividends and treat all shareholders equally.

  • Are there any special rules that would apply to issuers of bearer securities?

    In view of all the above regarding the issuers of nominal securities, no special rules are anticipated for the issuers of bearer securities as regards payments from securities.

    Special rules for the issuers of bearer securities that govern the organization of general meetings will continue to be applied.

  • What will be the price of payments made by issuers through KDD?

    The price of payments made by issuers through KDD shall depend on the amount of payment and the number of eligible persons. Currently, the amount of compensation cannot be definitely specified, since it will depend on the effectiveness of the process of decommissioning of registry accounts and on the number of issuers that will decide to remain KDD clients. In general, it can be anticipated that the amount of compensation will correspond to the existing compensations for other corporate actions.

  • Will the issuer have to obtain an LEI number in order to be able to implement corporate actions through KDD?

    LEI number (Legal Entity Identifier) is a unique international identifier of legal entities the introduction of which was initiated upon request of the G20 group.

    The obligation to obtain an LEI by a legal entity that is the issuer of securities in the central registry of dematerialised securities with KDD is not based on the obligation to implement corporate actions pursuant to common European standards, but will likely be based on the regulatory technical standards of the European Commission that will be published due to the implementation of the Regulation on improving securities settlement in the European Union and on central securities depositories (Regulation (EU) No 909/2014). It is, however, expected that the implementation of the above regulatory technical standards of the European Commission shall coincide with the introduction of common European standards for the implementation of corporate actions.

    KDD shall individually inform its issuers of their obligation to obtain an LEI.

  • Will KDD start transferring securities to deposit-in-court immediately after 1 January 2017?

    Yes, but the schedule of actual transfers of securities will depend on the ability of KDD to submit appropriate proposals and on the capability of courts to issue corresponding decisions on the admission of securities to court deposit.

  • Can the voting rights from securities in deposit-in-court be exercised?

    In principle, no. The court deposit of securities namely means that persons who are otherwise entitled to claim the delivery of securities are not legal owners of these securities (their legal owner is the court where they are deposited). However, the final position regarding this issue shall depend on the actions of a court (KDD shall not decide whether a court will issue a certificate to an individual eligible person on the basis of which they will be able to exercise their voting right).

Telephone

+386 1 307 35 00

E-mail

info@kdd.si

Location

Tivolska cesta 48, 1000 Ljubljana

Office Hours

Mon - Fri: 10:00 a.m. - 12:00 noon
Wed: 10:00 a.m. - 12:00 noon and
          2:00 p.m. - 3:30 p.m.