Rights Issue Underwriting (Pre-emptive Offers)

– EEA Timetable Comparisons

February 2009
 UK rights issue timetable under s89 disapplication – with EGM
Rights Issue under s89 General meeting notice period Offer period – 10
disapplication – where whole “business days”
general meeting is Last day for
10th business day of offer
required (assume acceptances
Circular, period (cannot close offer Underwriters informed of
issuer’s articles permit 14 (offer closes at
prospectus and General meeting during 10th business day as the acceptances and
PD prospectus day EGM notice period) 11a.m.)
general meeting held, PALS posted Listing Rules formulation endeavour to sell rump
approval contemplates a minimum offer
notice posted
process) period of 10 business days)

D 1 2 3 4 5 6 7 8 16 17 18 19 20 21 22 23 24 25 25 26 27 28 29 30 31 32 33 34 35 36

Weekend Weekend Underwriters

Underwriting takes Dealings in nil- (days are Monday informed of stick Long-stop date for
effect paid rights excluded offer settlement of the
commence and from offer period issue and payment to
offer opens at period as resumes the company
8a.m. (assume, non-business
in this example days)
on a Tuesday)

UK rights issue timetable under s89 disapplication – no EGM

Offer period – 10 whole “business
days”

Rights Issue s89

disapplication – where
no general meeting is
required Last day for Long-stop date for
PD prospectus acceptances (offer settlement of the issue
approval Circular, prospectus closes at 11a.m.) and payment to the
process) and PALS posted company
(assume Monday)

D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 19

Weekend Weekend
Dealings in nil-paid rights Offer period Underwriters
commence at 8a.m., and offer resumes Offer period resumes on Monday informed of
opens (assume, in this (Monday) – this is 10th business day of offer stick
example, on a Tuesday) period (cannot close offer during
10th business day of offer period)
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 UK rights issue timetable in compliance with Section 89 – with EGM
Last day for
acceptances
(offer closes at
11 a.m.) - must
Rights Issue – where
General meeting notice period Offer period – 21 “clear” days exclude this
general meeting is Underwriters
21st day of day from
required (assume 14 day Circular, informed of
General offer calculation of
EGM notice period) prospectus and acceptances and
meeting held, period statutory offer
PD prospectus general meeting period endeavour to sell
PALS posted
approval notice posted rump
process)

D 1 2 3 4 5 6 7 8 15 16 17 18 19 20 21 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45

Underwriters
Underwriting takes Offer opens at 8 Start calculation of informed of stick Long-stop date for
effect a.m. - exclude first statutory offer period settlement of the
day offer is open from this day issue and payment to
from calculation of the company
statutory offer period

UK rights issue timetable in compliance with Section 89 – no EGM

General meeting notice period Offer period – 21 “clear” days

Last day for

Rights Issue – where acceptances (offer
no general meeting is closes at 11 a.m.) -
required must exclude final day
21st day of Long-stop date for
from calculation of
statutory settlement of the issue
statutory offer period
PD prospectus Circular, prospectus offer and payment to the
approval and PALS posted – period company
process) Gazette Notice issued

D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 27

Offer opens at 8 a.m.: Start calculation of statutory offer period from Underwriters
exclude first day offer is this day informed of
open from calculation of stick
statutory offer period
2
 UK placing and open offer timetable
(assuming a disapplication of pre-emption rights)
10th day of
offer period
Offer opens at 8a.m. - cannot The portion of the offer not taken up by
Circular/ prospectus (assume, in this example, close offer shareholders is taken up by the placees at the
and general meeting on a Tuesday) during this Offer closes General meeting open offer issue price.
notice posted business at 11 a.m. held
PD prospectus day
approval
process)
D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Placees committed on Weekend Offer period resumes Weekend Shares not taken up
a conditional basis (Monday) identified

Concurrent notice and offer to existing shareholders period – offer period is 10 “whole”
business days

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 Germany: rights issue timetable – with EGM
Registration of
General meeting notice period Offer period implementation of
capital increase in
Rights Issue – general meeting is Last day for rights Last day for
General meeting held, Record date for commercial register
For larger issues required if issue is larger than 50% of trading (i.e. no receipt of
advance contact resolution on capital participation in acceptances
share capital (assume 37 day EGM rights trading on Underwriters
with regulator increase (assume that the issue Dealings in (N.B. “grace
notice period i.e. 30 calendar days and last two days of informed of
recommended if no objection against rights period” for late
an additional 7 calendar days if subscription acceptances
rights traded on shareholders resolution commence night orders)
shareholders have to register to period) and endeavour
exchange in is raised)
participate in general meeting) to sell rump
subscription
period
D 1 2 3 4 5 6 7 8 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58

Publication of Underwriters
General meeting Commencement of Regular Long-stop date
Signing of rights offer and informed of stick
notice published subscription period, for settlement of
Underwriting circular/ subject to sub- settlement for
shares quoted “ex- shares rump placement
Agreement prospectus underwriting
rights” subscribed in (depending on
published terms
rights offering date of
placement)

Germany: rights issue timetable – no EGM

Registration of Offer period
Rights Issue – where no implementation of capital
general meeting is required Last day for rights Last day for increase in commercial
trading (i.e. no receipt of register
For larger issues acceptances
advance contact with rights trading on Underwriters
Corporate Dealings in (N.B. “grace
regulator last two days of informed of
resolution on rights period” for late
recommended if subscription acceptances
capital increase commence night orders)
rights traded on period) and endeavour
exchange in to sell rump
subscription period
D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

Publication of rights Underwriters

Long-stop date
Signing of offer and circular/ Commencement of informed of stick Regular
for settlement of
Underwriting subscription period, subject to sub- settlement for
prospectus rump placement
Agreement shares quoted “ex- underwriting shares
published (if (depending on
required) rights” terms subscribed in
rights offering date of
placement)

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 France: rights issue timetable – with EGM
N.B. (1) Most French issuers already have a registration document filed with the AMF, so prospectus preparation can take as little as one week if no update to the prospectus is required
(2) also most French issuers will already have necessary shareholders authorisations in place.
General meeting notice period Offer period/marketing efforts
Last
Start day
of Announcement of
for issue and circular/
EGM EGM Last day for receipt End of centralisation.
notice to be prospectus and
of acceptances Underwriters informed of
Advance contact period general meeting
held acceptances
with regulator to notice posted
discuss timetable
is advisable
D 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 54 55 56 57 58 59 60 61 62 63
Rights are
detached
Underwriting Record and traded collation and
takes effect; date alongside calculation of orders
Settlement date of
approval of “ex-rights”
the issue and
prospectus by shares
payment to the
the AMF
company

France: rights issue timetable – no EGM

N.B. Most French issuers already have a registration document filed with the AMF, so prospectus preparation can take as little as a week if no update to the prospectus is required (3)
also most French issuers will already have necessary shareholders authorisations in place.

Offer period/marketing efforts

Rights Issue –
where no general Last day for End of centralisation.
Announcement of Underwriters informed of
meeting is required receipt of
issue and circular/ acceptances
Advance contact acceptances
prospectus posted
with regulator to
discuss timetable is
advisable
D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 19 20 21 22 23 24 25 26 27 28

Underwriting Record date Settlement date of

Rights are collation and the issue and
takes effect, calculation of orders
detached and payment to the
approval of the
traded alongside company
prospectus by
“ex-rights” shares
the AMF

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 The Netherlands: rights issue timetable*** – with EGM
***N.B. (1) In the Dutch context, secondary capital raisings (“rights issues”) are conducted on a non pre-emptive basis: pre-emptive rights are excluded but shareholders receive a subscription
right with similar terms (certain jurisdictions are excluded, no minimum subscription period). (2) Authority to issue shares and exclude pre-emption rights normally delegated to the issuer’s board. If
insufficient delegation, need to convene shareholder meeting to obtain approvals. (3) Most Dutch issuers do not have a prospectus readily available; approval will generally take up to 4 to 6 weeks
(so 6-12 week period overall).
General meeting notice period Offer period
Last day for
General meeting receipt for Underwriters informed of
Advance Publication of
Rights Issue – where general held (assume acceptances acceptances and
contact with prospectus
meeting is required (generally resolutions adopted) endeavour to sell rump
regulator to (“D”)
15 days EGM notice period)
discuss
timetable is
advisable U 1 2 3 4 5 6 7 15 16 17 18 19 20 21 22 23 24 25 26 27 28 31

General Dealings in Treatment of stick Long-stop date for

Signing of depends on sub- settlement of the issue
meeting subscription rights and Non pre-emptive offer
underwriting underwriting position. and payment to the
notice subscription period period is assumed to be
agreement, Sub-underwriters are company (day 34 if a
posted commences 10 calendar days
record date not common weekend in between)

The Netherlands: rights issue timetable – no EGM

Offer period
Rights Issue – where no
general meeting is Last day for
required receipt for
Underwriters informed of
prospectus acceptances if
Advance acceptances and
published pre-emptive
contact with endeavour to sell rump
offer
regulator to
discuss
timetable is
advisable D 1 2 3 4 5 6 77 88 9 10 11 14

Signing of Dealings in Long-stop date for

underwriting subscription rights Treatment of stick
depends on sub- settlement of the issue
agreement, and subscription Non pre-emptive offer
underwriting position. and payment to the
record date period commence period is assumed to
Sub-underwriters are company (day 17 if a
be 10 calendar days
not common weekend in between)

6
 Spain: rights issue timetable – with EGM
Rights Issue – where
general meeting is General meeting notice period Offer period
required (assume 30
days EGM notice period)
Advance Last day for receipt for
contact with acceptances (assuming
regulator not General meeting Record subscription period of “Second round”
essential (save General meeting held date 15 calendar days) of subscription
for usual PD notice posted period
prospectus
approval
process) D 1 2 3 4 5 6 7 8 31 32 33 34 35 36 37 38 39 41 42 43 44 45 46 47 48 49 50 51 52 53

Prospectus posted
Rights start trading on Minimum
Underwriting End of rights Underwriters
Spanish Stock 15 days -
Agreement signed Exchange calendar trading informed of stick
– second round of
offering period starts subscription

Spain: rights issue timetable – no EGM Long-stop date for

Rights Issue – settlement of the
where no general Offer period issue and
meeting is required payment to the
Last day for receipt for company
Advance acceptances (assuming
contact with Prospectus posted
subscription period of “Second round” of
regulator not - Underwriting 15 calendar days) subscription period
essential (save Agreement signed
for usual PD
prospectus
approval
process) D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

Record -Rights start trading on End of rights

Board date Spanish Stock Exchange trading Underwriters
approves informed of stick Long-stop date for
rights - Offering period starts
– second round settlement of the
issue of subscription issue and payment to
the company

7
 Italy: rights issue timetable – with EGM
Assuming a Rights Issue by a General meeting notice period Offer period
listed company and an EGM. A
minimum 30 day EGM notice
period is required. Timetable with
no EGM (Rights Issue carried
Subscription period
out by the Board following grant
and rights trading
of power by shareholders) is
period begins Subscription
Advance identical apart from EGM notice
period. General meeting period ends (last Auction
contact with Authorisation by day for receipt
General meeting held period(2) (at
regulator to Consob to publish
notice posted for acceptances) least five
discuss a prospectus(1)
timetable is not trading days)
required, but
may be
advisable D 1 2 3 4 5 6 31 35 55 56 59 70 77 84 86 87 91 98

Filing of Rights trading period

Prospectus ends
Publication Shares acquired
of notice during the
-Publication of Prospectus disclosing subscription period
results of must be delivered
-Board meeting within ten trading
subscription
- Notice of rights issue filed period days from the end of
with relevant companies’ the subscription
Closing(3): take up of
register period
unsubscribed shares
-Underwriting Agreement Announcement (rump) by the
signed describing the underwriters
auction
-Press release
(duration,
number of
shares)

(1) In practice, Consob’s review of a filed prospectus may take 20-30 days. This timeline assumes a review period of 20 days.
(2)
Auction period usually begins 5-10 days after the end of the subscription period. This timeline assumes that the auction
period begins 10 days after the end of the subscription period.
(3) Closing usually occurs 3-5 business days after the end of the auction period. This timeline assumes 7 calendar days.

8
 Luxembourg: rights issue timetable – with EGM
General meeting notice period Offer period
Rights Issue – where
general meeting is
Advance General meeting, Board of
required (assume EGM
contact with Directors meeting held,
notice period of 16 days)1 Last day for
regulator not General meeting prospectus and rights receipt for
required (save notice posted issue announcement
acceptances
for usual PD posted
prospectus
approval
process) 16
D 1 2 3 4 5 6 7 8 17 18 19 20 21 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52

Dealings in rights Subscription rights not exercised during Long-stop date for
Underwriting takes
commence the subscription period are sold in settlement of the
effect
auction process on Luxembourg Stock issue and payment to
Exchange the company
1 If quorum requirements are not met at general meeting a second general meeting must be held and an additional period of 30 days is required

Luxembourg: rights issue timetable – no EGM

Advance Board of Directors
Rights Issue – where Offer period
contact with meeting held, Last day for
no general meeting is
regulator not prospectus and receipt for
required
required (save announcement of acceptances
for usual PD rights issue posted
prospectus
approval
process) D 1 2 3 4 5 6 7 8 11 12 13 21 22 23 24 25 26 27 28 29 30
9 10 31 32 33 34 35 36

Long-stop date for

Underwriting Dealings in rights Subscription rights not exercised during settlement of the
takes effect commence the subscription period are sold in issue and payment to
auction process on Luxembourg Stock the company
Exchange

9
 Belgium: rights issue timetable – with EGM
Offer period

Offering notice Accelerated bookbuilding

Issuance of placement of rump
Advance
contact with EGM notice End of offering period Closing and settlement
EGM (i) Record date – Underwriting agreement signed
regulator to
– Offering period starts
discuss
timetable
D 44 45 46 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 72 76

– Prospectus published End of rights trading

– Rights start trading on Euronext Brussels

(i) Assumes presence quorum (50%) not met at 1st EGM (D+24) and so need to convene 2nd EGM (D+44)

Belgium: rights issue timetable – no EGM

Offer period

Offering notice Accelerated bookbuilding

placement of rump
Board approves
rights issue – Underwriting End of offering period Closing and settlement
Record date
Advance agreement signed
contact with – Offering period starts
regulator to
discuss
timetable D 1 2 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 28 32

– Prospectus published
End of rights trading
– Rights start trading on
Euronext Brussels

10
 Switzerland: rights issue timetable – with EGM*
Rights Issue – where general General meeting notice period Offer period
meeting is required (assume
20 clear days EGM notice
period) First day of trading
of new shares
Posting of Accelerated
Publication of instructions to Last day for
Determination trading of rights bookbuild offer for
EGM notice of final offering shareholders unsubscribed
Advance terms shares
contact with
regulator not 1 2 D 10 11 12 30 31 32 33 34 35 36 41 42 43 44 45 46 47 48
essential

EGM,
Filing of Signing of prospectus Shares traded ex-rights Close of Delivery of new
prospectus Underwriting approved by First day of subscription subscription period shares against
with SIX Agreement SIX period at 12:00 p.m. payments
First day of rights trading

Switzerland: rights issue timetable – no EGM*

Offer period
Rights Issue – where no
general meeting is required
Delivery of
Close of new shares
Posting of subscription period against
Filing of prospectus Signing of instructions to at 12:00 p.m. payments
with SIX Underwriting shareholders
Advance Agreement
contact with
regulator not 1 2 D 30
31 32 33 34 35 36 37 38 39 40 41 42 43 48
essential

Prospectus Last day for

approved by trading of rights First day of trading
Shares traded ex-rights
SIX First day of subscription of new shares
period Accelerated
First day of rights trading bookbuild offer for
unsubscribed
shares

* Timetables compiled by Homburger AG

11
 Sweden: rights issue timetable – with EGM

Advance contact - Announcement of

with regulator not General meeting notice period Subscription period outcome
required (save for -
usual PD Subscription/allotment
Subscription
prospectus confirmed*
EGM notice posted EGM approves period starts and
approval process)
(Assuming no changes to rights issue trading of rights - Placing of “rump”
the articles of the issuer) Record date begin shares

D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 31 32 33 34 35 36 37 38 43

Subscription Payment for

Board decision announcing
EGM record date - Board sets final terms Prospectus period ends “rump” shares
the capital raising and
and conditions for rights published
resolving to carry out rights
issue; and
issue subject to EGM Trading with rights
approval - Underwriting agreement ends
entered into.

An EGM is required to approve a Swedish rights issue, or as an alternative, the Board could resolve on a rights issue subject to EGM approval. The above
timetable outline a rights issue decided by the Board subject to EGM approval
•The subscription/allotment confirmation could be longer depending on settlement mechanics/number of shareholders exercising rights
•The Swedish rights issue timetable is broadly similar to timetables in the other Nordic countries

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