Corporate Actions
Corporate actions, as communicated by Issuers and Brokers, are implemented in SIS system by following the CSD’s adopted Corporate Actions Standards: "Market Standards for Corporate Actions Processing".
As the number and the complexity of corporate action events increases, the quality of information as well as the flexibility of processes are increasingly critical of reducing risk and cost.
Participants are notified of upcoming corporate transactions using the Swift MT564 service which is available in the Members Area.
ATHEXCSD's custody system supports full compliance with Swift's ISO 15022 standards. This enables increased processing of many corporate actions’ events, by saving time and significantly reducing the risk of any inefficiencies.
Additionally, Participants are receiving reference materials (e.g., newsletters, practical instructions, etc.) which ensures are fully informed about corporate actions developments.
Cash dividends
DSS INTERNAL CODE & EVENT TYPE | DSS EVENT TYPE DESCRIPTION | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
cash dividend | Distribution of cash to shareholders, in proportion to their participation in their own capital. | DVCA | cash dividend |
Interim dividend | An interim dividend is a dividend payment made before a company's annual general meeting and the publication of its final financial statements. It usually accompanies the company's interim financial statements. It does not cause a reduction in the nominal value of the security. | DVCA | cash dividend |
Interest in preferred shares | This corporate applies to preference shares. According to the company's articles of association, a preferred dividend may be distributed if the preferred shares do not participate in the profits of the company for a certain period of time, which is determined when the shares are issued. It does not cause a reduction in the nominal value of the security. | DVCA | cash dividend |
Interest payment - Corporate bonds | Payment of an interest-bearing asset coupon distributed to holders. | INTR | interest payment |
Interest payment - Government bonds | Payment of an interest-bearing asset coupon distributed to holders. | INTR | interest payment |
Additional cash distribution - Corporate bonds | Additional cash distribution to bondholders in the final repayment of the bond. | INTR | interest payment |
Partial Redemption With Pool Factor Reduction | The securities are partially redeemed before their scheduled final maturity date. The redemption is reflected in a reduction in the pool factor. There is no movement of securities. | ||
Return of capital | Reduction of the nominal value of a share. The number of shares outstanding remains unchanged. This event involves a cash payment to shareholders. | DECR | Decrease in value |
Special reserves premium dividend | Payment to shareholders of a cash amount issued from the share premium reserve. It is similar to a dividend, but the tax implications are different | SHPR | capital reserve |
Managing Cash Dividends
The Issuer sends an announcement, notifying of
- Τhe cut-off and determination of beneficiaries dates
- Τhe percentage of tax to be withheld
- Τhe paying agent and
- Τhe date on which the cash dividend is to be paid
Then, the corporate action is registered and ATHEXCSD Participants are informed via an ISO15022 message. Payment of the dividend is paid through:
- Payer Banks (produces and distributes documents for Payer)
- ATHEXCSD (submits the application - Available only in Greek - to Participants via email about the dividend distribution being paid by ATHEXCSD)
- Bank of Greece (for its own issued shares)
Dividends related to bonds are to be paid through ATHEXCSD.
Recalculation of Cash Dividends
Recalculating cash dividends takes place as follows:
- A Participant submits a dividend recalculation request
- The Issuer and Paying Bank receive the request
- The Participant accepts or rejects the service charge
- Upon recalculation, ATHEXCSD
- Produces the beneficiaries file and sends it to the Issuer
- Sends the files to the Paying Bank
- Invoices the Participant
Dividend Reinvestment with Option Rights
Read detailed information about how ATHEXCSD manages reinvestment of dividends with option rights
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
cash dividend | Shareholders are offered the option to receive the dividend in cash and/or shares (usually at a discount). | DVOP | dividend option |
interim dividend | Shareholders are offered the option to receive the pre-dividend in cash and/or shares (usually at a discount). | DVOP | dividend option |
Reinvestment
Managing corporate actions of Reinvestment comprises the following stages:
The Issuer announces:
- The dates of cut-off and determination of beneficiaries
- The percentage of tax to be withheld
- The Paying Agent
- The date of payment of the dividend, along with the ability of reinvesting the dividend or not.
Registration of the corporate action using one of two options:
- Cash (default option)
- Securities
Participants are informed via an ISO15022 message
Participants receive an email, notifying them of:
- The corporate action’s number, in which they input orders
- The order input period
- The date of payment and crediting of new shares
Following the end of the period during which investors declare their interest in reinvestment, the corporate action of distributing new shares is registered on ATHEXCSD. These new shares are credited on the accounts of investors who chose to reinvest their dividend, through the distribution file. Investors who opted not to reinvest, receive the dividend amount on the payment date.
Title Distributions
The following table displays information regarding distributions of titles:
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
AMK with Free bonus issue | Shareholders receive shares instead of dividends. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Interim dividend in kind | Shareholders receive shares instead of an interim dividend. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Share capital increase due to rights issue | Bondholders receive shares due to a capital increase through the issue of rights. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Merger with a non-listed company | The shareholders of the unlisted company receive shares in the merging company. The nominal value of the merging company's share does not change. | OTHR | Other Event |
Allocation file Merger with cash distribution | The shareholders of the unlisted company receive cash from the merging company. The nominal value of the merging company's share does not change. | OTHR | Other Event |
Allocation file kind contribution | Contributing shareholders receive additional shares. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Private placement | Some investors (shareholders or non-shareholders) receive shares. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Private placement in favour of creditors | Some investors (shareholders or non-shareholders) receive shares. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Share capital increase due to bond conversion | Bondholders receive shares. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file stock option | Some shareholders receive shares. The nominal value of the share does not change. | OTHR | Other Event |
Allocation file Share capital increase due to warrants issue | Bondholders receive shares due to a capital increase through the issuance of warrants. The nominal value of the share does not change. | OTHR | Other Event |
New introduction Initial recording | Titles are registered in ATHEXCSD for the first time. | OTHR | Other Event |
Deletion of a debt instrument Deletion of securities from registe | The titles are deleted from ATHEXCSD. Reasons for deletion:
| OTHR | Other Event |
Exercise of Rights Intermediate Securities Distribution | Capital increase against payment by granting subscription rights. | RHDI | Intermediate Securities Distribution |
Distribution of Securities in the form of dividend - Mandatory STOCK DIVIDEND MAND NO OPTION | Dividend paid to shareholders in the form of shares in the issuing company (same title) | DVSE | stock dividend |
Distribution of Securities in the form of a dividend (3rd distribution of Securities)-Mandatory STOCK DIVIDEND MAND NO OPTION (3RD SEC DISTR) | Dividends paid to shareholders in the form of shares in the issuing company (other securities) | OTHR | Other Event |
Title Distributions
ATHEXCSD handles title distributions according to the following process:
- The Issuer submits an application (Available only in Greek), along with the supporting documents outlined in Resolution 8 of the ATHEXCSD Board.
- The corporate action is registered on the DSS
- Some corporate actions may require Participants to be informed via their chosen communication methods through an ISO15022 message
- In corporate actions of listing shares on the Athens Stock Exchange for the first time, the process involves:
- Analysis of the allocation of beneficiaries file
- Blocking of shares
- Crediting investors’ accounts, one day before the security begins trading on the Athens Stock Exchange In corporate actions of deletion, and following the respective decision by the Issuer, the Capital Market Commission, or ATHEX, the Issuer receives a list of the holders of the securities to be deleted compiled by ATHEXCSD. In the case of voluntary deletion, the Issuer submits an application (Available only in Greek) for the removal of securities.
- In case a corporate action results in fractional balances, these are calculated
- Per order to participate in a corporate action, for corporate actions requiring the entry of orders
- Per Participant account, for corporate actions that do not require the entry of orders
Please note the sum of fractional balances is not aggregated in total per share. Securities to be sold are calculated according to Resolution 8 of the ATHEXCSD Board.
The receipt of the Distribution File Service from ATHEXCSD is done following the submission of the Information for the distribution file through the Issuers Service/Corporate Actions, in accordance with the instructions provided in the files Completion Instructions and Participant Code & Name (files available only in Greek).
Mandatory Reorganisation with Options
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
Exercise of Rights Intermediate Securities Distribution | Withdrawal or exercise of interim securities resulting from an interim distribution of securities (RHDI). | EXRI | subscription rights |
Compulsory Redemption squeeze out | An offeror holding at least 90% of the shares of a company has the right to "push out" the remaining minority of shareholders by paying them compensation. The offeror gives the holder the right to receive the compensation either through the ATHEXCSD Participant or through the Deposit and Loan Fund. | TEND | squeeze out |
Exercise of Rights Issue
ATHEXCSD has a limited role in this corporate action, as it is mostly managed by contractors:
- Corporate Action is registered on the DSS
- Participants receive an ISO15022 message
- Participants claim their rights on the DSS, send the required documents to the contractor, and pay the fee to the contractor’s bank of choice
- The Issuer generates a share allocation record file, which includes the investor
- ATHEXCSD credits the investor’s account with the new shares
Mandatory Buyout
The handling process for mandatory buyouts (squeeze out) is administered as follows:
- The Capital Market Commission approves the takeover request
- ATHEXCSD receives the approved request from the Proposer
- The corporate action is registered on the DSS via one of the following two options:
- Payment of fee from Participant
- Deposit of fee into the Loan and Deposit Fund (default option)
- ATHEXCSD Participants receive an ISO15022 notification (default option)
- Participants receive an email, informing them of the corporate action, and proceed to input the shareholders’ participation orders on the DSS within a time limit
- ATHEXCSD informs the Loan and Deposit Fund (LDF) about any deposits related to the corporate action and supplies the respective information
- The Propose is informed of the final results and financial obligations:
- Sums to be returned to investors
- Tax due
- Fees of ATHEXCSD-provided services, as per Resolution 18 of the ATHEXCDS Board
- Sums to be paid to LDF
- Payment of fees to investors, transfer of securities from investors’ accounts over to the Proposer’s
- Proposer and Issuer are notified upon completion
Completion of the corporate action
The Proposer:
- Deposits into a bank account of ATHEXCSD the portion of the Acquisition Consideration attributable to the holders who have authorized the Participants to receive it.
- Deposits into a cash deposit account of the TSP the portion of the Acquisition Consideration attributable to the holders who have not authorized the Participants to receive it
ATHEXCSD:
- Deposits the buyout proceeds into the Participants' accounts
- Transfers the redeemed securities from the accounts of the beneficial shareholders to the account of the proponent
Mandatory Reorganisation without Options
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
Split | An increase in the number of shares in a company without any change in equity or total market value at the time of the split. The share price and nominal value are reduced accordingly. | SPLF | Split |
reverse split | A reduction in the number of outstanding shares of a company without any change in equity or total market value at the time of the split. The share price and par value increase accordingly. | SPLR | reverse split
|
Merger with split | Merger of two or more companies into a new company. Consequently, the shares of the old companies are exchanged for shares of the new company according to a ratio of old to new of less than one (e.g. 1:3). | MRGR | Merger |
Merger 1:1 | Merger of two or more companies into a new company. The shares of the old companies are consequently exchanged for shares of the new company at a ratio of 1:1 | MRGR | Merger |
Merger with reverse split | Merger of two or more companies into a new company. Consequently, the shares of the old companies are exchanged for shares of the new company at a ratio of old to new of more than one (4:1). | MRGR | Merger |
Conversion of a debt instrument of the same issuer Conversion | Conversion of securities (e.g. preference shares) into another form of securities (e.g. ordinary shares) in a predetermined proportion. | CONV | Conversion |
Bond repayment (final) Total redemption | Repayment of an issue of Securities, for example, bonds, preference shares, funds by the issuer or its agent, for example an asset manager, at maturity. | REDM | Total Redemption |
Bond repayment (early) Early Redemption | Repayment of an issue of Securities, for example, bonds, preference shares, funds by the issuer or its agent, for example an asset manager, before maturity. | MCAL | Full Call/Early Redemption |
Handling mandatory reorganizations without options
Handling for mandatory reorganizations without options comprises the following steps:
- A request is submitted, with the:
- Record date
- Number of new shares
- Allocation ratio of new shares
- Trading start date
- Registration of corporate action. The Issuer or the Capital Manager integrate the allocation ratio into an algorithm that is applied based on the record date
- Trading of the product is halted at least two days before record date, so as to clear all transactions, and ensure there are no transactions pending on the record date
- ATHEXCSD verifies the number of securities comprising each issue or part thereof, submitted to it for registration by the Issuer or Fund Managers as a result of a corporate or other related action, is equal to the total number of securities registered in the Participants’ securities accounts
- ATHEXCSD Participants receive an ISO15022 notification
- New securities are credited to investors’ accounts
- In case the allocation of new shares results in fractional balances, the Issuer is informed via a fractional balances file, so as to conduct a sale. The relevant securities are sold by the Issuer, and the proceeds are to be paid to Participants with the relevant securities accounts for the beneficiaries.
Voluntary Corporate Actions
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
Consent | Procedure that aims to obtain the holder’s consent to a proposal for changing in due and payable conditions (DUPY), by the issuer or a third party, without convening a meeting. | VOLU | Consent |
Takeover Proposal Non-Official offe | Offers that are not supervised or regulated by a formal entity and are offered by a party, for example a broker, usually at a discounted price, for example a third-party offer. | NOOF | Non-Official offer |
Takeover Proposal tender offer | An offer made to holders by a third party asking them to sell (publicly) or exchange their securities. | TEND | Tender Offer |
Conversion of bonds into shares Conversion | Conversion of convertible bonds into another form of security (usually ordinary shares) at a predetermined price/ratio. | CONV | Conversion |
Early Repayment/ Put Redemption | Early redemption of the security at the option of the holder under the terms and conditions of the issue without reduction of the nominal value. |
Managing Public Proposals
Public proposals undergo the following process:
- Public Proposal request submitted by a Participant, via JIRA
- Registration of corporate action on DSS
- ISO15022 message sent to Participants
- Email sent to Participants about the corporate action, notifying them to input the participation orders of the acquired security’s shareholders, within the prescribed timeframe
- Following the participation period, ATHEXCSD informs the Bank and the Proposer of the corporate actions’ results, and the subsequent financial obligations
- ATHEXCSD receives the results from the Bank
- If the Public Offering is NOT deemed successful, the shares are released to the investors' shares
- ATHEXCSD receives the results from the Bank and:
- If the Public Proposal is NOT accepted, the shares are integrated to the investors’ shares
- If the Public Proposal is accepted, on payment date, the Proposer pays to ATHEXCSD a sum according to Resolution 18 of the ATHEXCSD Board and the transfer of shares over to the Proposer is completed
- Upon completion of the process, Participants are notified via email
Converting bonds to shares
The corporate action of converting bonds to shares comprises of the following stages:
- The Issuer announces the:
- Commitment period
- Conversion date
- Allocation ratio
- Exercise price
- Registration of the corporate action using one of two options:
- No action (default option)
- Securities for securities
- Participants receive an IPO15022 message
- Participants receive an email detailing the corporate action, so as to claim bonds to be converted to shares
- Following the final commitment date, ATHEXCSD generate a status file for the Issuer, and loads it onto AXIALINE
- The Issuer must increase their capital and obtain approval from ATHEX
- Final registration of new securities onto investors’ accounts and deletion of bonds on claimed bonds file
Other Corporate Actions
DSS INTERNAL CODE & EVENT TYPE | DSS INTERNAL CODE & EVENT TYPE | 15022 CODE (:22F::CAEV) | 15022 CODE DESCRIPTION |
*Trading Status: Active | Trading in the security has commenced or security has been re-activated after a suspension in trading. | MAND | Trading Status: Active |
*Trading Status: Suspended | Trading in the security has been suspended. | MAND | Trading Status: Suspended |
*Trading Status: Delisted | Security is no longer able to comply with the listing requirements of a stock exchange and is removed from official board quotation. | MAND | Trading Status: Delisted |
Change of Elements Decrease in value | A reduction in the nominal value of a share or in the value of the assets of the fund. The number of shares/units outstanding remains unchanged. | DECR | Decrease in value |
Change of Elements Increase in value | Increase in the nominal value of an individual security. The number of securities outstanding remains unchanged. | INCR | increase in value |
Change of Elements | Information about a change further described in the details of the corporate act. | CHAN | Change |
*It concerns the provision of information to participants regarding changes in securities trading activity.
Change of fixed assets
The change of fixed assets is handled as follows:
- Request for change in nominal value or company’s name
- Corporate action registered on the DSS
- ISO15022 message sent to Participants
- Security nominal value and Issuer’s new capital are updated
Support of TENs and Greek Treasury Bonds
The servicing of the allotment of the Hellenic Republic's TENs and treasury bills is as follows:
- Registration using ISIN B
- Public Debt Management Agency (PDMA) announces the offering of fixed income securities to individuals via public registration on any Bank or Financial company for a period of three days, and sets the maximum sum of participation
- ATHEXCSD inputs the security to be issued (ISIN B) and registers a corporate action titled “Listing of New Government Bonds”, so as to receive the allocation records of Participants, who are Entities of the Bank of Greece
- During the offer period, Participants upload the allocation files onto the DSS
- ATHEXCSD notifies the PDMA and the Bank of Greece
- On the settlement date, ATHEXCSD deposits the securities into investors’ accounts on the DSS
Foreign securities
Considering foreign securities, and particularly dual listed securities, ATHEXCSD provides support to all corporate actions that result in the distribution of money or securities (dividends, capital repayments, reinvestments, splits/ reverse splits, mergers and others).
ATHEXCSD handles the execution of corporate actions carried out for dual listed securities that are registered with the DSS on the record date.
ATHEXCSD is informed by its Providers on a regular basis, both regarding new corporate actions, and adjustments to corporate actions under processing. ATHEXCSD also processes the relevant information and, where necessary, enriches or cross-references with other sources of information. Subsequently, the information is forwarded to Participants who have signed up to the Foreign Securities services.
Depending on the corporate action, investors’ preferences are collected via their Participants regarding the options of corporate actions. Subsequently, these preferences are forwarded to ATHEXCSD Providers for implementation.
Handling of corporate actions is divided into two stages:
- The Provider implements the corporate action in the collective securities account held by ATHEXCSD in the Foreign Market
- Subsequently, ATHEXCSD implements the corporate action in:
- The cash settlement accounts of investors’ Participants (in case of cash distributions)
- In the investors’ securities accounts in the DSS (in case of changes in securities balances)
Please note that ATHEXCSD will only conduct a distribution of proceeds (in cash or securities) that arise from a corporate action only upon receiving the respective payment into its accounts with the Provider.
Tax Return
ATHEXCSD offers two options for the refund of withheld tax on dual listed cash distributions. These options are applicable to the Belgian market:
- Using a Paying Agent
- Eligible investors collect and send the required documents to the Paying Bank within eight calendar days from the date of payment of the cash dividend
- The Issuer, along with the Paying Bank, verifies the documents and conducts any additional cash payments that directly correspond to the requested tax refund sum
- The above-mentioned process does not directly involve the Belgian tax authorities, meaning the tax refund may be completed relatively quickly
- Using the Belgian Tax Authorities
- Eligible investors collect and send the required documents to the Belgian tax authorities within five years from the 1st of January of the year of the cash dividend.
- This option is characterized by delays, since it may take between twelve and eighteen months for the Belgian tax authorities to process the request and reimburse the tax.
For more information, click here.
After selecting the legal form of the beneficiary, click on ‘International’, and then ‘Reimbursement of the Withholding'.