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Corporate Actions Services

Corporate actions services designed for speed and accuracy.

Overview

Successful corporate actions don’t just happen. They require intense planning, smart strategy, and attention to detail. At TSX Trust, we have experience and comprehensive services for a range of corporate actions, including the following:

  • Corporate actions resulting from a company’s decision to distribute cash and/or securities to its holders, including distributions and stock splits
  • Corporate actions that involve acting on the response or instructions from securityholders, including offers to purchase, issuer bids, plans of arrangements, subscriptions (rights, installment receipts, etc.), and odd lot buy/sell
  • Corporate actions that involve processing securities when received from holders, including redemptions (mandatory), retractions, exchanges (mandatory), conversions (optional)

By providing corporate actions services through our in-house team of specialists, we ensure greater efficiencies and cost savings.

Capabilities

EXCHANGE AGENT SERVICES

TSX Trust has acted as an exchange agent for hundreds of acquisitions. As an exchange agency, we play a vital role in our clients’ strategic growth plans and work closely with clients to customize a plan for communicating with their security holders. Whether overseeing the surrender of company shares from acquired companies or managing the issuance of shares from the acquirer, we ensure smooth, highly efficient exchanges while managing all communications with security holders.

At TSX Trust, our exchange agent service extends beyond the scope of what is traditionally expected. We service client companies on an integrated platform offering expertise in the following:

  • Mergers and Acquisitions
  • Recapitalizations
  • Reverse Splits
  • Cash Elections

PAYING AGENT SERVICES

At TSX Trust, we recognize the responsibility of interacting with our clients' securityholders and the need for flawless execution, high-quality customer service, and meticulous recordkeeping. As a paying agency, we serve as the critical link between our clients and target company securityholders during key moments, including the distribution of an acquisition or a leveraged buyout’s cash proceeds. Our team of professionals will develop a strategy to support the specific needs of your transaction.

Our paying agent service includes the following:

  • Structure and processing of required documentation
  • Skilled professionals supported by advanced technology

Equally important, our work continues long after the initial disbursement. Our team will be at your side until all shares have been exchanged. Because we understand the inconvenience and nuisance of dealing with unexchanged securityholders, we shield our clients from becoming entangled in the process, allowing them to focus on other priorities, like continued business growth.

DEPOSITARY AGENT SERVICES

With over 40 years of experience in North America, TSX Trust leads the industry as a depositary agent, offering the guidance and tools crucial for a successful transaction and a high participation rate. We work closely with each client to build a customized outreach plan that will result in a favourable outcome.

We stand apart from our competitors both through our comprehensive approach to managing your offer and through our strong commitment to quality and service.

Our Services

We offer a comprehensive array of depositary services to ensure a single-source solution in managing your offer, including the following:

  • DTC Distribution: We provide the offer information to Depositary Trust Company (DTC) to be posted and establish a book-entry account to allow DTC participants to tender into the offer. We also interface with the DTC on Notice of Guarantee settlements.
  • CDS Distribution: We handle online processing for the Canadian Depositary for Securities (CDS) via the CDSX system.
  • Register: We maintain a complete register of tenders received and prepare a final list of accepted tenders to designated individuals.
  • Letters of Transmittal/Notice of Guaranteed Delivery: We examine Letters of Transmittal and certificates for accuracy and review and maintain Notice of Guaranteed Delivery information.
  • Coordination: We interface and work closely with the Information Agent to ensure a successful transaction.
  • Daily Reports: We provide daily reports of offer results.
  • Tenders: We take the necessary steps to resolve defective tenders and mail back to the security holders/brokers any withdrawn tenders.
  • Proration: We offer proration services on offers, where applicable.

In addition to our comprehensive strategic counsel, our depositary services provide critical administrative functions, including the following:

    • Review of offer documents
    • Coordination of mailing for registered security holders
    • Depositary communications

VOLUNTARY OFFERS

Communication and awareness are critical to building support for voluntary offers. Security holders need to understand the proposed offer and know how to register their support. Through our voluntary offer services, TSX Trust Corporate Actions Services have assisted clients with these crucial needs for over 40 years in North America.

We work with each client to map out a strategic plan, including a timeline for achieving a successful outcome. Through our proprietary technology platform, we generate a security holder composition analysis, which allows us to identify stockholders and monitor changes in the stockholder base through the expiration of the offer.

We then initiate a communications strategy to ensure that all eligible holders are aware of the offer. This includes distribution of all materials and maintaining close communications to receive any feedback about the offer. Our deep experience and longtime relationships with investors allow us to identify shifts in ownership and analyze their settlement processes.

At the same time, we are in regular contact with our clients and their advisors, informing them about feedback to the offer and gauging the expected level of participation. Based on our findings, we help our clients make any necessary adjustments to the strategy in order to lock-in a desired outcome.

In addition to our comprehensive strategic counsel, our voluntary offer services have critical administrative functions, including the following:

  • Review of offer documents
  • Coordination of mailings
  • Call centre support
  • Depositary communications
  • DTC and CDS Distribution

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