6) Divestment through reduction of nominal value

Factual information:
Shareholders A and B each own half of company X. 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. Company X writes down the nominal value by NOK 200 and has a new nominal value of NOK 300. Company Y issues 500 consideration shares with a nominal value of NOK 400.

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 1,000 
Nominal value NOK 300

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 reduction of share capital resulting from the reduction in nominal value under item 18. Under item 18, information must be provided on the acquiring company B. Note! Because the number of shares is the same before and after the divestment, the event will not entail any reporting for shareholders A and B.

Y (the acquiring company) must report the new capital circumstances in the company 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, org. no., ISIN and share class.

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

 RF-1086 Completion for divestment through reduction in nominal value