4) Splitting of share classes

Factual information:
Shareholder A owns all the shares in company X. In company A, there is only one share class - ordinary shares. Last year, company X split its shares into two share classes - A shares and B shares.

Company X before splitting of share classes: (Ordinary shares only)
Share capital NOK 200,000 
Number of shares 4,000 
Nominal value 50

Company X after splitting of share classes:

A shares
Share capital NOK 50,000 
Number of shares 1,000 
Nominal value 50

B shares
Share capital NOK 150,000 
Number of shares 3,000 
Nominal value 50

Solution:
Company X must submit three shareholder register statements (if they are submitted on paper, an additional form must also be submitted, one for the disposal of A shares and one for the disposal of B shares.). A register must be submitted for the ordinary share class where there are disposal transactions at company level and shareholder level. A shareholder register statement must also be submitted for share classes A and B in cases where there will be acquisition transactions at company level and shareholder level.

Reporting from ordinary share class:
The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as of 31 December is still NOK 200,000 Under item 12, two deletions must be entered (one in each form if you are submitting on paper). For example, you must first delete the shares that will become A shares. You then enter 1,000 in the field “Quantity deleted” and 3,000 in the field “Quantity after”. The Nominal value, Time and Event type fields must be completed. In the “ISIN/share class” field, enter “A shares”.

You then delete the 3,000 shares which will become B shares in the same way. The difference here is that you should enter 0 in the “Quantity after” field. The time must be different from that for the A shares.

The statements must also include two disposal transactions at shareholder level under item 26 for shareholder A. In one transaction, 1,000 is entered as the number of shares, while in the “Acquiring company’s ISIN/share class” field, A shares should be entered with the correct time. In the next transaction, 3,000 is entered as the number of shares, while in the “Acquiring company’s ISIN/share class” field, B shares should be entered with a different time.

Reporting from the share class ‘A shares’:
The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as of 31 December is still NOK 200,000. Through this share class, the company must also report newly issued shares under item 10 (1,000 in this case) with the time and shares under acquisition (1,000) for shareholder A under item 24 with the appropriate time. Under both items 10 and 24, information must be provided to indicate that the shares originate from the ordinary share class. This is done by entering “ordinary” under item 10 of the “ISIN/Share class” field, and then entering the same under item 24 of the “Divesting company’s ISIN/share class” field.

Reporting from the share class ‘B shares’:
The altered capital circumstances must be reported on page 1 of the statement. However, item 1 on page 1 will not be affected by the event. The share capital for the whole company as of 31 December is still NOK 200,000. Through this share class, the company must also report newly issued shares under item 10 (3,000 in this case) with the time and shares under acquisition (3,000) for shareholder A under item 24 with the appropriate time. Under both items 10 and 24, information must be provided to indicate that the shares originate from the ordinary share class. This is done by entering “ordinary” under item 10 of the “ISIN/Share class” field, and then entering the same under item 24 of the “Divesting company’s ISIN/share class” field.

For correct completion, see the correctly completed shareholder register statement.

 Sample form completion: Splitting of share classes