Computershare > News and Insights > Computershare Connection
Tara Israelson
General Manager, Registry Services
Laura Stone
Relationship Manager
As the end of the year quickly approaches, some companies will issue securities before December 31. To make this an efficient and stress-free process, it is important to plan ahead and work closely with your partners. Here are some top tips that may help streamline your end-of-year share issuances:
1. Preparation & Communication
- Start early: Bring in your legal counsel and advise your relationship manager as soon as possible of the expected closing date. As with any transaction, advance notice can avoid last-minute rushes and unforeseen issues.
- Create a checklist: Develop a checklist of all necessary steps and documents required for the issuance to help ensure nothing is overlooked. These may include exchange approvals, CUSIP applications, closing documents, certificate of incumbency and treasury directions. Both your legal counsel and relationship manager will have items for your list.
2. Identify specific elements of the securities
- Legend requirements: Work with your legal counsel to determine and draft the appropriate legends for your securities. Common legends include US Restrictive Legend and a dated legend with a lock-up period.
- Restricted CUSIPs: Ensure your relationship manager is aware of any restricted CUSIPs in advance so they can setup a restricted class for these shares. If the securities have a legend and will be deposited to CDS, a restricted CUSIP may be required.
- US shareholders: If issuing to US holders, you will need to provide the cost basis information on the treasury order. This information is needed for shareholder tax reporting.
3. Obtain applicable approvals
- Stock exchange requirements: Each stock exchange may have specific requirements for share issuances. Your legal counsel may provide guidance on the exchange and regulatory rules that will apply to your securities issuance.
- Submit applications early: Submit any necessary applications or notifications to your stock exchange and CDS, if a new CUSIP is needed, well in advance. Your legal counsel should be well-versed in the timing of necessary applications and approvals.
4. Communicate and Review
- Establish clear communication: Connect the team – your legal counsel, relationship manager, broker, company contacts – to share updates and clear instructions to prevent misunderstandings and delays. Legal counsel may prepare a closing email chain for each party to confirm completed activities on the day of closing.
- Review shareholder details: Ensure that all shareholder information is correct for the issuance, e.g. registration name, correct spelling of names, and current addresses. If there are more than 25 registered holders for the issuance, an Excel file is required for efficient processing. Your relationship manager will provide the file format.
- Review legend language: If the legend text is new, your relationship manager will ask for a review and confirmation of the legend language before securities are issued.
5. Identify the form of securities and delivery
- Certificated shares: Although not as common now, some shareholders may want physical certificates. Your relationship manager will ensure your QuickCert is current for this format.
- Direct Registration System (DRS): For electronic issuances, shares will be noted on the register and a statement sent to the shareholder. If PDF copies of the DRS statements are needed, advise your relationship manager of these specific requirements.
- CDS deposits: If securities will be settled through CDS to a broker, the broker will setup the deposit ID, which Computershare will confirm on day of closing.
- Regional office pickup: If shareholders or brokers need to pick up certificates from regional offices, ensure your relationship manager has these specific distribution instructions and timing.
We hope this information is useful in preparing for any securities issuances and especially if you are planning one before December 31. If you have any questions or need further assistance, please contact your Relationship Manager.
Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.