7) Divestment-Merger (through the redemption of shares in the divesting company and an increase in the nominal value of the acquiring company)

Shareholders A and B each own half of company X. The divesting company X will divest 40 percent of its assets to an existing acquiring company Y.

Shareholders A and B will each own half of company Y. A and B each redeem 200 shares in X and increase the nominal value of company Y by NOK 200.

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

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

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

Company Y after the divestment-merger:
Share capital NOK 700,000 
Number of shares NOK 1,000 
Nominal value NOK 700

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 altered capital circumstances on page 1 of the Shareholder register statement. The company must also report the increase in nominal value under item 15. The transaction type is an increase in share capital through divestment. Increase in SC, Increase in SC, date and time corresponding to the disposal shares in the divesting company X, nominal value after, increase in premium (0 in this case), divesting org. no., share class.

Under 29, enter the shareholder's share of the increase in capital per share in connection with the increase in nominal value upon divestment-merger. The transaction type is divestment through increase in nominal value; the increase in nominal value per share and the time of the capital increase must also be stated. Divesting company’s org. no. and share class. The input value of the shares is considered to have been increased by the amounts paid-up.

Note! If there are A shares and B shares in both companies and the shareholders wish to have the values of the A shares in company X converted into A shares in company B, and correspondingly for the B shares, it is important to distinguish between the times, so that Shareholder register statement identifies the correct shares.

Note! Under item 10 of the  “Redeemed shares” field, you must always enter the number of shares in the Acquiring company when a reduction in nominal value of the acquiring company occurs at the time of divestment. Under item 10 in the “Redeemed shares (nominal value per redeemed share)” field, the nominal value after the divestment must always be entered - 300 in our example. Under item 24 in the “Nominal value of divesting company (per share)”, the nominal value of the shares in the divesting company after the divestment must always be entered - 700 in our example.

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

 RF-1086 Completion for Divestment-Merger