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Corporate action events

NOOF: Non-Official Offer

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NOOF announces an offer to buy holders’ securities that is not supervised by a regulator or official body, for example a broker offer, a mini-tender or another third-party offer, often at a price below the market. Participation is voluntary.

Code
NOOF
Usually announced as
VOLU

What NOOF means

Not every offer to buy securities is an official tender. Brokers and other third parties sometimes offer to buy small quantities directly from holders, outside the rules that govern a regulated takeover bid. NOOF is the code for these offers.

Because there is no regulator checking the terms, the price can be below the market price, and withdrawal rights and payment terms depend entirely on the offer document. The account servicer passes the offer on, but taking part is the holder’s decision.

NOOF is by nature voluntary: holders who do nothing keep their securities. The SMPG grid flags and options for NOOF could not be checked for this page; read the options in the notification (typically a cash option and no action).

When you see it

  • In an MT564 with :22F::CAMV//VOLU, with an offer period and a market deadline.
  • NOOF vs TEND: TEND is an official, regulated takeover or purchase offer. NOOF vs BIDS: BIDS is a buy-back by the issuer itself. NOOF vs ODLT: ODLT is the issuer buying or selling odd lots.

What to do next

  • Compare the offer price with the current market price before passing it to clients with a recommendation; a price below market is common.
  • Read the offer terms for conditions, withdrawal rights and payment timing. If a holder accepts, send an MT565 before the response deadline and reconcile the cash and securities debit on the MT566.
  • If nobody accepts, no action is needed: no instruction means no participation.

Where it appears in MT and ISO 20022

MT (ISO 15022)

  • MT564 sequence A (GENL), :22F::CAEV//NOOF with :22F::CAMV//VOLU
  • MT565 and MT566 sequence A, :22F::CAEV//NOOF

MX (ISO 20022)

  • seev.031 CorpActnGnlInf/EvtTp/Cd = NOOF (checked in seev.031.001.15), with the flag in CorpActnGnlInf/MndtryVlntryEvtTp/Cd
  • The same CorpActnGnlInf/EvtTp/Cd = NOOF appears in seev.033 (instruction) and seev.036 (movement confirmation)