5) Divestment through redemption of shares

Shareholders A and B each own half of company X. The divesting company X will divest 40 percent of its assets to a newly established acquiring company Y (fair value = SC). Shareholders A and B will each own half of company Y. A and B each redeem 200 shares in X and both receive 250 consideration shares in Y.

Company X before the divestment:
Share capital NOK 500,000 
Number of shares NOK 1,000 
Nominal value NOK 500

Company X after the divestment:
Share capital NOK 300,000 
Number of shares NOK 600 
Nominal value NOK 500

Company Y after the divestment:
Share capital NOK 200,000 
Number of shares NOK 500 
Nominal value NOK 400

Solution:
X (the divesting company) must report the altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the company’s deleted shares under item 12 and the number of shares being disposed off (quantity of redeemed shares) for shareholders A and B under item 26. Under both items 12 and 26, information must be provided on the acquiring company Y.

Y (the acquiring company) must report the new capital circumstances on page 1 of the Shareholder register statement. The company must also report newly issued shares under item 10 and shares under acquisition for shareholders A and B under item 24. Under both items 10 and 24, information must be provided on the divesting company Y.

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

 RF-1086 Divestment through redemption of shares