Introduction
In the Corporate Actions Disclosure Information, Investium Limited (hereinafter referred to as the “Company” or “Investium”) provides details of the contractual relationship established with you in the Client Agreement, along with a detailed explanation of its services. We recommend that you read and familiarize yourself with the Corporate Actions Disclosure Information to proceed with investing in a responsible manner.
The Corporate Actions Disclosure Information document forms part of the Terms and Conditions. Clients are expected to be informed of its contents. In the Corporate Actions Disclosure Information, capitalized terms have the meanings defined either in the Terms and Conditions or within the Corporate Actions Disclosure Information itself.
If you have any questions, please consult our Frequently Asked Questions (FAQ) on our Website. If you do not find the answer or have any comments and/or suggestions, please contact the Investium Service Desk. You can find the contact details and availability of the Service Desk on our Website at https://flexinvest.com/.
Corporate Actions
1. Definitions
Capitalized terms in this document have the meanings defined either within the Terms and Conditions or within the Corporate Actions Disclosure Information itself. The following definitions apply:
Entitled position: the position of Client as of the Record date to which the rights associated with the Securities are attached.
Ex date: the date as from which the Securities are traded without the rights associated with them.
Issuer: a company whose shares are admitted to trading on a regulated market, or a third party nominated by such a company.
Record date: the date set by the issuer, on which the rights associated with the Securities, including the right to participate and vote in a general meeting, as well as the shareholder identity, are determined. This determination is based on the settled position recorded in the books of the issuer’s Central Security Depository (CSD) or another first intermediary by book-entry at the close of business.
Corporate Action: any action initiated by the issuer or a third party that involves the exercise of rights associated with the Securities and may or may not affect the underlying Security, such as the distribution of profits or the holding of a general meeting.
Execution Only: the provision of services by Investium whereby orders are passed on or executed and positions in Money and Financial Instruments are held for the account of the Client, without providing investment advice to the Client or verifying if the execution of any Order (or the overall composition and development of the Client’s investment portfolio) suits the Client’s financial position or investment goals.
Financial Instruments: these include: (a) Transferable securities such as corporate shares, bonds, and similar financial assets; (b) Money-market instruments such as treasury bills, certificates of deposit and commercial papers; (c) Units in collective investment undertakings such as shares or units in investment funds or collective investment schemes; and (d) Derivatives such as options, futures, swaps, forwards, forward rate agreements, derivatives of fractional shares and other contracts related to securities, currencies, interest rates, commodities, and other indices.
Free Funds: means any cash on the Client’s Account not invested in Investments or blocked for Pending Orders and which is not due to the Company or any third party for fees or otherwise for the provision of Services under the Agreement.
Security Value: the value of the Balance calculated based on the valuation principles and calculations employed by Investium.
Security: a transferable right issued by an issuer. Key securities include shares, units in investment funds, ETFs, bonds, structured products and rights derived from these securities such as claims and dividend rights, excluding Derivatives.
Personal Page: the Clent’s personal page within the Application, accessible with the Access Code. From the Personal Page, the Client can initiate Orders, check their Order history, and view their Balance and Limits.
Application: Represents the FlexInvest electronic application available via the mobile app store or other electronic means, providing clients with a trading environment.
Instruction: an instruction from the Client to Investium to deliver any kind of service or transmit any decision from the Client to Investium through the Application or any other communication method. This may include placing an Order, requesting a withdrawal, exercising a Derivative or transmitting the decision for a voluntary Corporate Action.
Derivative: a financial instrument whose value is derived from an underlying asset such as a share, index, commodity, or bond. It includes contracts like options, futures, swaps, forwards, forward rate agreements, or derivatives of fractional shares.
Margin Trading: means the provision to Clients of the Ancillary Service Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments and outlined in Clause 23 of the Terms and Conditions.
Client: the natural or legal person(s) who are a Party to the Client Agreement by signing the Acceptance Form for Investment Services. In this context, the Client may also be referred to as a shareholder in relation to the securities.
Payment Date: the date on which the payment of the proceeds from a corporate action, if applicable, is due to the Client.
Election Period: the period during which the Client can choose between the available options in a corporate action.
Issuer Deadline: the last day and time, as determined by the issuer, to notify the issuer, a third party nominated by the issuer or issuer’s CSD, of the shareholder’s actions regarding the corporate action. In the context of a corporate action initiated by a third party, it refers to any deadline to notify the third party or a party nominated by such third party of the shareholder’s actions regarding the corporate event it initiated.
2. Corporate Action Information
2.1 Corporate Action Information
Investium provides its clients access to Financial Instruments on various markets worldwide. Investium promptly transmits to clients the information it receives from issuers about voluntary Corporate Actions, enabling the Clients to exercise their rights from Securities held in their Balance.
Please note that Investium’s obligation is limited to transmitting the information provided by the issuer “as is.” Therefore, Investium does not guarantee the completeness or accuracy of the corporate action information. Clients are responsible for independently verifying corporate action information relevant to their specific financial instruments. The transmitted information does not constitute investment advice or a recommendation from Investium to its clients.
Investium will inform clients who hold a long position in the relevant Security on the Ex-date before the Financial Instrument starts trading in the pre-market session. Investium will not actively inform you about a Corporate Action if you acquired the Securities after the pre-market session on the Ex-date or if you wish to participate using an indirect method (e.g., acquiring subscription rights on the exchange). If you have not received information from Investium because Investium did not receive it from issuers or you wish to participate in a Corporate Action using an indirect method, you can contact our Corporate Actions Desk to the email address available on the Website.
2.2 Impact on Free Scope
Please note that participating in a Corporate Action may affect the Security Value and the Free Scope in your Personal Page. For example, in share purchasing programs and tender offers (cash, Securities, or cash and Securities), the Securities you register to participate in the Corporate Action will be blocked and will not be considered in the calculation of the Security Value.
To participate in a Corporate Action, you must have sufficient Free Scope. If you do not have a sufficient Free Scope before the participation deadline,, your Instructions will not be processed.
3. Corporate Action
Depending on the Securities you hold, they may be subject to the following Corporate Actions:
Cash dividend and interest: On shares, ETFs and bonds, dividends and interest may be paid by the issuer. Investium will collect these amounts and add them to your Balance. In many countries, withholding tax is deducted from the income paid out on Securities.
Optional dividend: Sometimes when the issuer of a share offers a dividend, shareholders may have the choice between receiving the dividend in the form of money (cash dividend) or in the form of securities (stock dividend). If you choose to receive the cash dividend, or if you do not communicate your option to Investium but cash dividend is the default option established by the Issuer, you will generally receive the amount of the cash dividend minus the applicable dividend withholding tax. Usually, n certain amount of tax will be withheld on the payment of dividend in the form of money. The net amount that you receive may vary, depending on how Investium has received and processed the dividend (for example, whether Securities Lending has been utilized).
If, as an exception to the above, you wish to receive the dividend in the form of Securities, you must inform Investium before the deadline specified by Investium. Investium will then endeavour to ensure that you receive the dividend in the form of Securities. A fee is charged for this option, and the fee amount can be found in the Fee Schedule document. If the stock dividend is the default option established by the Issuer and you do not inform Investium that you wish to receive the cash dividend instead, Investium will book the Securities in your Personal Page.
Subscription rights: As a shareholder you may receive subscription rights, allowing you to subscribe for additional Securities at a price determined by the Issuer, usually lower than the market price. In most cases, you can choose to exercise the subscription rights or sell them. You must act and inform Investium before the deadline. To exercise your subscription rights, ensure that you have sufficient money or enough Free Funds on your Account or a sufficient Margin Trading balance.
Note: if you do not exercise your subscription rights before the deadline or sell them before the trading period ends, they will expire with no value unless the issuer has decided otherwise.
Share purchasing programs (repurchase offer): You can register your wish to sell your shares under a share purchasing program until the deadline. Clients can register by entering the number of shares they wish to sell. A registered position will be temporarily blocked during the election period and cannot be sold under any circumstance.
General meeting of shareholders: You can register for meetings of shareholders. Depending on the voting rights of the shares you hold, you can specify the number of shares that you wish to represent during the meeting. Depending on the Issuer, these shares may be blocked until the meeting date and. therefore, cannot be sold. Arranging for the possibility vote during a shareholders meeting cannot be arranged in every jurisdiction and is not made possible by every issuer. Investium arranges this possibility on a best effort basis. *Fee Applicable.
Tender offer (cash): When there is a cash bid for Securities that you hold, you can register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold under any circumstances. After the bid is realized, you will receive the offered amount in exchange for the Securities that have been bought from you on the payment date.
Tender offer (Securities): When there is a bid in Securities for Securities that you hold, you can choose to register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold under any circumstances. After the bid us realized, you will receive the offered Securities in exchange for the Securities that have been bought from you on the payment date.
Tender offer (cash and Securities): When there is a bid in cash and Securities for Securities that you hold, you can choose to register all or part of your Securities for the bid until the deadline or during the election period. Consequently, these Securities will be temporarily blocked and cannot be sold otherwise. Upon realisation of the bid, you will receive the offered cash and Securities in exchange for the Securities that have been bought from you on the payment date.
NOTE: It is very important that you closely monitor the timely delivery of the Financial Instruments and/or cash resulting from a Corporate Action. If you have not received the Financial Instruments and/or cash on the purported settlement date, you should contact Investium without undue delay. Failure to do so may result in the inability to receive the Financial Instruments you subscribed to, and the Obligation rules included in the Terms and Conditions will apply.
As an Execution Only Client, it is your responsibility to timely act on Corporate Actions related to the Securities you hold.
US Securities - For Corporate Actions (especially mergers and take overs) involving Securities from issuer companies incorporated in the US, complex fiscal rules apply. Investium will calculate any amount to be paid to you in relation to such Corporate Actions under the assumption that neither you nor your spouse, partner, (adopted) children, grandchildren, parents, a partnership to which you are a partner, an estate to which you are a beneficiary, a trust for which you are the beneficiary or owner, a legal entity in which you own 50% or more of the shares, nor, if Client is a legal entity, the shareholder that owns 50% or more of the shares, holds any of the same Securities to which the Corporate Action relates, other than the Securities held by you with Investium. If this assumption is not correct (considering that any person who has an option to acquire the Securities is deemed to own the Securities), you must inform Investium as soon as possible.
4. Corporate Actions Instructions
4.1 Mandatory and Voluntary Corporate Actions
If you hold a stock that is part of mandatory Corporate Actions, such as a share consolidation, share split, spin off, takeover, merger, ISIN change, or exchange swap, these will be automatically processed and booked in your account.
For Corporate Actions that require a choice from you, such as such as a Tender Offer or Rights Issuance, Investium will send you an email without delay, inviting you to provide us with your Instruction. The Company will transmit information for the corporate event to the shareholder without delay and no later than by the close of the same business day on which it received the information. If the Company receives the information after 16.00 during its business day, it will transmit the information without delay and no later than by 10.00 of the next business day. Additionally, it will confirm the shareholder's entitlement to participate in the corporate event without undue delay, ensuring compliance with the issuer deadline or record date, as applicable.
4.2 Submitting Instructions
With Investium, you can submit Corporate Actions Instructions in the following ways:
Application (not yet fully available)
You can submit your preferred choice for a Corporate Action through the Application. If this option is available, you will receive instructions by email on how to participate in the Corporate Action event through the Application. In these cases, it is not possible to submit your Instruction by email.
Submit via email
You can submit your preferred choice for a Corporate Action by emailing our Corporate Actions Desk at the email address available on our Website.
4.3 Deadline
For some Corporate Actions, such as an optional dividend or registering your shares for an acquisition, it is crucial to be aware of the need to make a timely choice. Any Instruction for a Corporate Action must be received by Investium before the issuer deadline. The Investium deadline is the date and time specified by Investium by which you must make your choice regarding the corporate action. The Investium deadline for corporate actions may differ from the issuer deadline because our relevant departments need time to process your instructions.
In principle, you can change the choice for a Corporate Action until the issuer deadline. If you have not received an Investium deadline regarding a Corporate Action, or you have not received the information through Investium, you must send your Instruction to the Corporate Actions Desk of Investium at least three (3) Trading days prior to the issuer deadline, so Investium can forward your Instruction to the issuer in a timely manner. Please note that in this situation, Investium operates on a best effort basis as it is dependent on internal deadlines imposed by custodians.
Last updated: 21 May 2024