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Corporate action events

EXOF: Exchange

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EXOF is an exchange: holders give up their securities and receive other securities, cash or both. It can be mandatory (a capital reorganisation), mandatory with a choice, or a voluntary exchange offer.

Code
EXOF
Usually announced as
MAND, CHOS or VOLU

What EXOF means

Issuers exchange securities for many reasons: a restructuring of debt where old bonds are swapped for new ones, a reorganisation of share classes, a move of a fund into a new structure, or an offer to exchange one bond for another with different terms. The common thread is that the existing security is debited and something else is credited.

The SMPG treats EXOF as an event started by the issuer as a reorganisation of a single company, which may involve its subsidiaries. When two or more companies combine, the event is a merger; when a third party makes the offer, it is a tender. In a voluntary exchange offer, holders who do not accept keep the old securities.

When you see it

  • An MT564 with :22F::CAEV//EXOF and :22F::CAMV//MAND, CHOS or VOLU. The SMPG grid lists options SECU, CASH and CASE (cash and securities), plus NOAC for the voluntary form. Expect the exchange ratio (:92D::NEWO), any cash component, the market deadline for elective forms and the payment date. A consent attached to the exchange can be flagged with :22F::ADDB//CONS.
  • EXOF vs MRGR: a merger involves two or more companies. EXOF vs TEND: a tender is made by a third party. EXOF vs CONV: conversion is a right written into the security itself. EXOF vs BIDS: a buy-back pays only cash. EXOF vs CHAN: CHAN covers changes in name, terms or form without a true exchange.

What to do next

  • For CHOS and VOLU forms, compare what the client gives up and gets, then instruct with an MT565 before the response deadline. In a CHOS event the default option applies if you do not instruct.
  • When the MT566 arrives, reconcile the debit of the old security against each credit leg: new securities at the ratio, cash per security, and cash for fractions. Set up the new security in the security master in time, and transfer the book cost according to the tax rules.

Where it appears in MT and ISO 20022

MT (ISO 15022)

  • MT564 sequence A (GENL): :22F::CAEV//EXOF, with :22F::CAMV//MAND, CHOS or VOLU.
  • MT565, MT566, MT567 and MT568 sequence A: :22F::CAEV//EXOF.

MX (ISO 20022)

  • seev.031 CorpActnGnlInf/EvtTp/Cd = EXOF, with CorpActnGnlInf/MndtryVlntryEvtTp/Cd = MAND, CHOS or VOLU.
  • The same event type element is used in seev.033 (instruction) and seev.036 (movement confirmation).

Questions

What is the difference between EXOF and MRGR?
A merger (MRGR) combines two or more companies. An exchange (EXOF) is a reorganisation of one issuer’s own securities, such as swapping old bonds for new ones.
What is the difference between EXOF and TEND?
Who makes the offer. EXOF is started by the issuer. A tender (TEND) is an offer from a third party to acquire the securities.
What if I do not respond to a voluntary exchange offer?
In a VOLU event you keep the old securities. Be aware that after a large exchange the old securities may become less liquid, or their terms may change if a consent was attached.