Share Conversions

Share Conversions

There are different ways to proceed depending on the nature of the share conversion being undertaken.

The entirety of one Share Class converts to one other Share Class

e.g. all €1.269738 Ordinary Shares are being converted to €1.25 Ordinary Shares. €1.269738 shares are no longer valid after the conversion.

A Conversion Event is appropriate in this case.

1. Set up the new share class in the Company's Share Capital tab. Include the date of the conversion, and the new Authorised (if appropriate) and Issued quantities.
2. Close the company and go to the Event Wizard.
3. Pick the company, and choose the appropriate conversion description, i.e.:
   • Redenominate (if the currency is changing)
   • Renominalise (if the nominal value per share is changing)
   • Subdivision (if there are more of the new share class than of the old shares class)
   • Consolidation (if there are fewer of the new share class than of the old share class)
   • Other (if none of the above are appropriate)
4. Click Next, and fill in the source & destination share classes, and the date of conversion. Conversion rate is the number of new shares given for each one old share (normally 1.00 unless subdivision or consolidation is being completed)
5. If Approvals are required to be recorded, select the appropriate one.
6. Click Next. If meeting minutes are being recorded, fill the appropriate details.
7. Click Next. Set Status to Completed.
8. Click Finish. If minutes / forms are required, they are available here.
9. Click Save.

The entirety of two or more share classes convert to one other share class

e.g. all €1.00 'A' Ordinary Shares and €1.00 'B' Ordinary Shares are being converted to €1.00 Ordinary Shares.

This can be considered as two or more of the previous type listed, "The entirety of one Share Class converts to one other Share Class".

You may set up several instances of the new Share Capital entry (one representing each of the old share classes), or one amalgamated Share Capital entry (with the sums of Authorised & issued values from each of the old share classes).

Then proceed two or more times through the process detailed previously.

A part of one Share Class converts to another Share Class

e.g. some €1.00 Ordinary Shares are being converted to €1.00 'A' Ordinary shares, but others remain as Ordinary Shares.

A Conversion Event is not appropriate in this case, Redesignations in the Company's Share Transactions tab need to be done instead.

1. Set up the new share class in the Company's Share Capital tab. Include the date of the conversion, and the new Authorised (if appropriate) and Issued quantities.
2. If the Authorised quantity of the old share class is reducing as part of the conversion, add a new share capital entry with the old share class, date of conversion, a negative representation of the number of shares the authorised is reducing by, and zero issued.
3. On the Company's Share Transactions tab, add Redesignation transactions for each of the shareholders whose old Share Classes are being converted to new Share Classes. Complete the transaction with appropriate values.

One share class converts to two or more other Share Classes.

e.g. Some €1.00 Ordinary Shares are being converted to €1.00 'A' Ordinary shares, the remainder being converted to

€1.00 'B' Ordinary Shares.

This can be considered as two or more of the previous type listed, "A part of one Share Class converts to another Share Class".

So go through the process detailed there for each of the destination share classes.

If the old share class is no longer valid after the conversion, edit each of the share capital entries of the old share class, go to the Advanced tab, and add an Effective To date of the conversion date.

Authorised shares are converted only, no change to issued.

e.g. Authorised by unissued €1.00 Ordinary Shares are being converted to €1.00 'A' Ordinary Shares There are no automated events to cater for this situation, the share capital must be updated manually.

1. Add a new share capital entry for the old share class with date of conversion, a negative representation of the number of shares the authorised is reducing by, and zero issued.
2. Add a new share capital entry for the new share class with date of conversion, the number of shares the authorised is increasing by, and zero issued.