corporate actions 2009: improving issuer investor ... - xbrldocuments submitted. to the sec. merger...
TRANSCRIPT
Corporate Actions 2009 Improving Issuer‐Investor Communication 1
Corporate Actions 2009 Improving Issuer‐Investor Communications
Case Study Panel
Corporate Actions 2009 Improving Issuer‐Investor Communication 2
Presentation Outline
bull US Corporate Actions Announcements Flow
bull Today ndash announcements mostly in textbull Issuers and their community
bull Investors and their community
bull QampA ‐ discussion
bull Transition to XBRL
bull Tomorrow ndash announcements with XBRL tagged databull Issuers and their community
bull Investors and their community
bull QampA ‐ discussion
Corporate Actions 2009 Improving Issuer‐Investor Communication 3
US Corporate Actions Announcement FlowIssuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 4
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
SEC
Form 8-K Current Reportx4
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
x1
x2
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
OUTPUT
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
Corporate Actions 2009 Improving Issuer‐Investor Communication 5
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 2
Presentation Outline
bull US Corporate Actions Announcements Flow
bull Today ndash announcements mostly in textbull Issuers and their community
bull Investors and their community
bull QampA ‐ discussion
bull Transition to XBRL
bull Tomorrow ndash announcements with XBRL tagged databull Issuers and their community
bull Investors and their community
bull QampA ‐ discussion
Corporate Actions 2009 Improving Issuer‐Investor Communication 3
US Corporate Actions Announcement FlowIssuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 4
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
SEC
Form 8-K Current Reportx4
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
x1
x2
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
OUTPUT
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
Corporate Actions 2009 Improving Issuer‐Investor Communication 5
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 3
US Corporate Actions Announcement FlowIssuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 4
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
SEC
Form 8-K Current Reportx4
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
x1
x2
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
OUTPUT
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
Corporate Actions 2009 Improving Issuer‐Investor Communication 5
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 4
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
SEC
Form 8-K Current Reportx4
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
x1
x2
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
OUTPUT
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
Corporate Actions 2009 Improving Issuer‐Investor Communication 5
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 5
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 6
SEC Filings
Corporate action informationis embedded in multiple documents submitted
to the SEC
Merger Announced Terms of agreement and corresponding
action plan created between the two companies and their advisors
Company engages filing agent to prepare SEC filings (eg 8-K) announcing merger and subsequent actions related to it
Company prepares content of S-4 Registrationfor SEC filings and shareholder communications
Copy submitted to filing agent to EDGARize for SEC filing
Company reviews filing agent draftre-submits copy to filing agent with edits until complete
Filing agent prepares EDGAR submission and files with the SEC
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 7
ExampleIssuer required SEC disclosure S‐4 Registration
bull QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER SUMMARY
bull The Shareholders Meeting
bull The Merger
bull FORWARD‐LOOKING STATEMENTS THE OLD FORGE SPECIAL MEETING
bull Matters to Be Considered
bull Proxies ‐ Solicitation of Proxies
bull Record Date
bull Voting Rights and Vote Required
bull Recommendation of the Old Forge Board of Directors Attending the Meeting
bull THE MERGER
bull Background and Negotiation of the Mergerhelliphellip
bull Opinion of Old Forgersquos Financial Advisor helliphelliphelliphellip
bull THE MERGER AGREEMENT
bull Terms of the Merger
bull Closing and Effective Time of the Merger
bull Consideration To Be Received in the Mergerbull Conversion of Shares Exchange of Certificates Elections as to Form of Consideration Dissenters
Rights Representations and Warranties Covenants and Agreements Reasonable Best Efforts of Old Forge to Obtain the Required Shareholder Vote
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 8
Example Registration Statement Pre‐Effective Amendment No 1 (pg 1 special proxy)
General instructions
Share or Cash calculations
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 9
Example Registration Statement Pre‐Effective Amendment No 1 (pg 2 special proxy)
Meeting information
Required vote needed Record date
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 10
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
US CA Announcement Flow ndash Issuers amp their Community
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 11
ExampleAgent representation through a ldquoletter of transmittalrdquo
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 12
US CA Announcement Flow Investors and their Community
Issuer Offeror
Stock Exchange
SEC (EDGAR)
Depository
Information Release
Custodian BrokerDealer
Retail Investor
Institutional Investor
BankruptcyCourt
Press Release
Material Release
Simple Events
All Events
Complex EventsAll Events
All Events
Complex Events
Distribution
Simple Events (opt)
KEY
Primarily Paper orTextual delivery(including forms)
Electronic DataElement Formatted(Proprietary or ISO)
Legal Counsel Investment Bank Financial Publisher
OperationalArrangements
DepositaryInformationTransfer Paying
Legal CounselInvestment BankFinancial Publisher
All Events
Simple Events
Stock ExchRules or
10b-17 Flow DetailsGeneralized based on 4 main flows- Regulatory Board of Directors and
Shareholder ApprovalTender Offer Merger
- Court and Board of Directors ApprovalPlan of Reorganization Bankruptcy
- Board of Directors and Shareholders Approval
Reverse Split Rights Issue- Board of Directors Approval
Forward Split Cash DividendRules amp Regs in place for some eventsSimple Events = DistributionsComplex Events = Capital Changes
RegulationsFD MampA
Complex Events
All Events
Issuer Agent Issuer Servicer
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 13
The ldquospaghettirdquo of corporate actions servicing today‐ cross‐border servicing adds complications
Issuer Agent
Sub-Custodian A
Sub-Custodian B
Data Provider X
Data Provider Y
IM AM
CSD
Global Custodian J
Global Custodian K
Exchange
Prospectus
Portal
Sub-Custodian A
Sub-Custodian B
Data Provider Y
CSD
Global Custodian J
Exchange
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 14
INP
UTIN
PUT
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 15
Example Global Custody Notification for Beneficial Owners of the companyACTION INFORMATIONCorporate Actions
IDSecurity ID
Security Description
Action Type
322094097 US12345678690 ABC COMPANYMerger with Elections
GENERAL INFORMATION
Option Currency of Option Deadline Date Expiration Date
1 Exchange for Cash USD 03172009 ndash 0300PM 03182009 ndash 0500PM
2 Exchange for Shares 03172009 ndash 0300PM 03182009 ndash 0500PM
OPTION DETAILS
OPTION 1 EXCHANGE FOR CASH
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION ACCEPTANCE 05991595PRORATION INDICATOR YESWITHDRAWAL DATE UNKNOWN
DETAILS OF CASH CREDIT CASH RATE CURRENCY USD 102282PAYMENT DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
OPTION 2 EXCHANGE FOR SHARES
RESPONSE DEADLINE DATE TIME 03172009 ‐ 0300PMEXPIRATION DATE TIME 03182009 ‐ 0500PMPRORATION INDICATOR UNKNOWNWITHDRAWAL DATE UNKNOWN
DETAILS OF SHARE CREDITNEW SHARES 29012OLD SHARES 100NEW SECURITY ID US12345678690NEW SECURITY DESCRIPTION DEF COMPANYFRACTIONS CASHFRACTIONAL RATE CURRENCY USD 35255DESPATCH DATE 04032009
DETAILS OF SHARE DEBITSHARE DEBIT DATE 04032009DEBIT SECURITY ID US12345678690DEBIT SECURITY DESCRIPTION ABC COMPANY
ADDITIONAL TERMS
UNDER TERMS OF THE MERGER AGREEMENT DEF COMPANY SHAREHOLDERS WILL BE ENTITLED TO ELECT TO RECEIVE CASH ANDOR SHARES OF ABC COMPANY COMMON STOCK IN EXCHANGE FOR THEIR SHARES OF DEF COMPANY SUBJECT TO THE ALLOCATION AND PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT WHICH ARE INTENDED TO ENSURE THAT IN THE AGGREGATE NO MORE THAN 30 PERCENT OF THE MERGER CONSIDERATION IS IN CASH
THE PER SHARE AMOUNT WILL BE CALCULATED FROM THE CASH CONSIDERATION AND THE VALUE OF THE STOCK CONSIDERATION BASED ON THE ABC COMPANY CLOSING PRICE
THE TRANSACTION IS EXPECTED TO BE COMPLETED ON OR AROUND 04012009
EVENT TERMS
Account Number Account Name Eligible Position Settled Position
9876523120944 Shareholders 400000 400000
ACCOUNT INFORMATION
Option Eligible PositionProjected Cash Proceeds
Projected Security Proceeds
1 Exchange for Cash 400000 USD 24516995 1153525
2 Exchange for Shares 400000 1160480
Effective Date
04012009
Offer Period Begin Date
02182009
Offer Period End Date
03192009
Default Option
Option 2
PROJECTED ENTITLEMENT
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 16
Example Investment Manager Event Representation
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 17
Tomorrow ndash a transition to XBRL
Announcements with tagged data
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 18
Proposed process flow for electronic tagging of a US Corporate Action with a XBRL Taxonomy that is based upon ISO Standards and additional market data
5The
Consumer
4The
Delivery
3The
Originator
2The
Repository
1The
Taxonomy
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 20
ISSUER OFFEROR
Agent Servicer Exchange
Paper Material
Press Release
Letter of Transmittal
(1) Announce Event(2) Includes Expiration Date (3) Shareholder Approval from Special Meeting (4) Announce Final Consideration Value
SEC
Form 8-K Current Report
(5) Agreement and Plan of MergerProvide details of the event with preliminary payout rates(6) Registration Statement with Proxy and Merger detailsNew shares other details and Proxy Statement(7) Registration Statement Pre-Effective Amendment No 1Details of Special Meeting and Merger Agreement
Form 8-KA Current Report
Amendment
Form S-4Registration Statement
(8) Form for Shareholder ElectionCash Security and Mixed Election Options
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
INPUT
RetailInvestor
x4
x1
x2
OUTPUT
Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
XBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 21
INP
UTIN
PU
T
Paper Material
Press Release
Letter of Transmittal
Form 8-K Current Report
Form 8-KA Current Report
Amendment
Form S-4Registration
Statement
Millions of Electronic
Announcements
8 Paper Documents X
Many Custodians
Brokers
Many Asset Mangers Retail Investors
X =
Investors and their CommunitySmall number of inputs are multiplied due to many‐to‐many relationships
INVESTOR COMMUNITY
Depository Custodian Broker
Asset Manager
RetailInvestor
XBRL
XBRL
XBRL
XBRL
XBRLXBRL
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-
Corporate Actions 2009 Improving Issuer‐Investor Communication 22
Q amp A ‐ discussion
Thank you
- Corporate Actions 2009 Improving Issuer-Investor Communications
- Presentation Outline
- US Corporate Actions Announcement Flow
- Issuers and their CommunityAn example where 8 communications were made 7 filed within EDGAR
- US CA Announcement Flow ndash Issuers amp their Community
- Slide Number 6
- ExampleIssuer required SEC disclosure S-4 Registration
- Example Registration Statement Pre-Effective Amendment No 1 (pg 1 special proxy)
- Slide Number 9
- US CA Announcement Flow ndash Issuers amp their Community
- ExampleAgent representation through a ldquoletter of transmittalrdquo
- US CA Announcement Flow Investors and their Community
- The ldquospaghettirdquo of corporate actions servicing today- cross-border servicing adds complications
- Investors and their CommunitySmall number of inputs are multiplied due to many-to-many relationships
- Example Global Custody Notification for Beneficial Owners of the company
- Slide Number 16
- Tomorrow ndash a transition to XBRL
- Slide Number 18
- Slide Number 20
- Slide Number 21
- Q amp A - discussion
-