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Purchase offer

A purchase offer (also known as hiving off) means that the shareholders in one company (the parent company, for example) are made an offer to purchase the existing shares in another company (a subsidiary company, for example). The owners in the parent company are allocated purchase rights in proportion to their shareholdings.

At a purchase offer, the shareholders receive an issue report with an accompanying application slip. When payment has been made, the issuing agent registers the purchase in the VPC system and the actual securities are posted in the buyer’s VPC account.

In order to ensure that the purchase offer is technically and chronologically possible to implement, it is advisable to contact Euroclear Sweden at an early stage. The Issuer designs a prospectus and an application slip. We send the issue reports to the Issuer’s distributor. The Issuer must always engage an issuing agent for registering the purchase applications and other services for which the company and the issuing agent have signed an agreement.

The purchase rights may be handled in different ways and what is applicable in each particular case should be made clear in the prospectus:

• central sale of excess odd purchase rights upon allocation
• compensation is paid for non-exercised purchase rights
• no compensation is paid for non-exercised purchase rights

If the terms permit excess odd purchase rights to be allocated, the parent company can decide that these are to be sold by the issuing agent and compensation is to be paid by Euroclear Sweden to the owners. When the application time has passed, the remaining purchase rights can be handled in two ways:

• all remaining rights are de-registered without compensation
• remaining rights are sold by the issuing agent and the holders receive compensation via Euroclear Sweden for the rights