Common European Standards for Corporate Actions

The European Central Bank and central banks of member states whose currency is the euro (the Eurosystem) have established a uniform platform for the settlement of securities transactions called Target2-Securities (T2S).

KDD as a central Slovenian securities depository joined T2S on 6 February 2017.
Since T2S is a uniform, pan-European settlement platform, the same rules must apply to all the involved central securities depositories.

These common rules governing the operation of T2S also include common European standards for corporate actions (CASG/CAJWG standards).

Broader Concept of Corporate Actions

The concept of corporate actions according to CASG/CAJWG standards is rather broad.
In the past, corporate actions within the Slovenian legal environment included issues, deletion and replacement of securities.

According to CASG/CAJWG standards, the corporate actions are classified as follows:

• distributions which include the delivery of money, delivery of securities and delivery with the possibility of election;
• reorganizations which include mandatory replacements, voluntary replacements and replacements with the possibility of election.

Corporate actions according to CASG/CAJWG standards thus also incorporate payments of dividends, interests or principal amounts, as well as procedures related to takeover bids and exclusion of minority shareholders.

 

Methods of Implementation of Corporate Actions

In compliance with CASG/CAJWG standards, corporate actions are performed according to the "Christmas tree model", indicating that cash and information flow in corporate actions run from the issuer to KDD, from KDD to KDD members and then from KDD members to their clients. Enforcement of rights in corporate actions shall take place in the same manner, but in the opposite direction.

The "Christmas tree model" has already been applied in the Slovenian environment to the settlement of stock exchange transactions and fulfilment of obligations arising therefrom (fulfilment of obligations and enforcement of rights shall be implemented through KDD and KDD members).

 

Key Dates for Implementation of Corporate Actions

CASG/CAJWG standards for corporate actions define key dates for the implementation of different types of corporate actions, namely by providing market integrity.
Standards thus define the following:

• the notification date of a corporate action which shall be at least 4 business days prior to the record date;
• the record date which is a key date for determining persons involved in an individual corporate action, and two dates related thereto:
   
  • the date without a claim (which is a date from which transactions are concluded without relevant claims from securities that are the subject of distributions) or rather the last day of trading (in reorganizations) and
  • the implementation date of a corporate action which is usually one business day following the record date.

For corporate actions with the possibility of election, standards also define the following:

• the first and the last day for communicating the election;
• the day of guaranteed participation of a buyer in the election in cases when the election is required, but securities are still held by the deliverer despite the concluded transaction, and
• the day for communicating the buyer's election to the seller.

Since 6 February 2017, when KDD was directly incorporated into the uniform European settlement platform T2S, the implementation of corporate actions according to CASG/CAJWG standards has been mandatory.

KDD calls on the issuers to inform them of all decisions proposed and adopted at their general meetings.

The process of the implementation of a corporate action starts with a request, submitted by the issuer or any other applicant to KDD by uploading it to the secure website with KDD. Exchange of documents regarding the corporate action shall take place through the secure websites.

KDD shall help the issuer in submitting their request as follows:

• with forms for filing the request (in Slovenian language only);
• with help in filling in the required forms;
• with constant monitoring of the issuer's messages regarding decisions proposed or adopted at their general meetings, and with provision of feedback to the issuer regarding their obligations under CASG/CAJWG standards.

For more information on the implementation of corporate actions, contact us at e-mail address korporacijske@kdd.si.