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Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€500 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
£500 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
€750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
€1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
S$750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$100 Million
Independent Advisor
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.25 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
£200 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
S$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
S$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
US$
Independent Advisor – LIBOR Transition
Additional Tier 1 Securities
€750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.25 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
£500 Million
Conversion Calculation Agent
Additional Tier 1 Securities
£210 Million
Conversion Calculation Agent
Additional Tier 1 Securities
£150 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
£325 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$2 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€750 Million
Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€1.25 Billion
Independent Financial Advisor
Additional Tier 1 Securities
US$1.25 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
£500 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$750 Million
Conversion Calculation Agent
Additional Tier 1 Securities
US$1.5 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
£450 Million
Conversion Calculation Agent
Additional Tier 1 Securities
€150 Million
Calculation Agent
Additional Tier 1 Securities
S$750 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
£300 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
€500 Million
Conversion Calculation Agent
Additional Tier 1 Securities
€1.25 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
€1.25 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
£350 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
€300 Million
Conversion Calculation Agent
Additional Tier 1 Securities
€1 Billion
Conversion Calculation Agent
Restricted Tier 1 Notes
DKK650 Million
Conversion Calculation Agent
Restricted Tier 1 Notes
SEK2.5 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$1 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$2 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
US$2 Billion
Calculations Advisor
Additional Tier 1 Securities
US$2.25 Billion
Conversion Calculation Agent
Additional Tier 1 Securities
Size Undisclosed
Independent Valuer
CALCULATION AGENCY FOR CAPITAL SECURITIES
A Calculation Agent is appointed by the issuer to perform the calculations required pursuant to the terms and conditions of the transaction, typically in relation to the conversion feature only (a “Conversion Calculation Agent”). Where the paying/conversion agent is unable to take on the interest rate reset determinations, we can take on those determinations as well (acting as “Conversion/Interest Calculation Agent” or “Calculation Agent”).
- If appointed pre-issuance (which is the way we are asked by issuers to operate most of the time), ConvEx can also test the relevant provisions setting out those calculations to ensure these will operate as intended and provide support in drafting of the transaction documentation – and will be named in such documentation as the party formally responsible for performing such calculations (which shall be binding on all concerned parties).
- If appointed post-issuance, ConvEx can still support the issuer without being named in the transaction documentation) in dealing with calculations under their transaction, operating (and providing guidance on) the documentation as drafted.
When appointed as Conversion Calculation Agent pre-issuance, ConvEx does the following:
BEFORE ISSUANCE
see moreDURING THE LIFE
see moreIN THE EVENT OF CONVERSION
see more- We undertake a detailed review the operability of the calculations set out in the terms and conditions, and, if requested to do so, provide comments to ensure that the calculations will be able to be performed:
- as intended and on the basis of clearly observable inputs, removing as much as possible any drafting ambiguity (and the associated risk of a dispute later on); and
- on a timely and accurate basis when they are needed during the life of the transaction.
- We can also assist the banks and lawyers in identifying potential issues, for example scenarios in which a calculation might not produce the expected result, for example as a result of the interplay between multiple sections of the documentation.
- Because of our extensive experience we are normally able to find solutions from precedent transactions to help manage these issues, or otherwise can help to craft language that will solve the identified issues.
- We usually provide our comments to the banks and law firms working on the transaction, to enable them to take on board the results of our detailed review.
- Using public corporate actions data, we monitor (where possible) for corporate actions and other events which might trigger the need for a calculation to be performed under the terms and conditions of the securities and notify the issuer as early as possible.
- We ensure that at all times the issuer understands, and is confident in the results of, the determinations we perform as Calculation Agent in accordance with terms and conditions.
- We can perform further calculation simulations as may be requested by issuer in preparation for the final calculations.
- We review the issuer’s draft notices to the market prior to publication, and assist (where relevant) with publication.
- We can coordinate with the key information providers, to ensure that the instrument is updated in their systems following any calculations, supporting the issuer by minimising investor queries.
- We assist our issuer clients in dealing with investor queries, either directly or with their Investor Relations team.
- In the event of a mandatory conversion into shares upon the occurrence of a capital/solvency event, we are responsible for performing all settlement calculations when the securities are converted into shares.
- These calculations are normally produced on a holder-by-holder basis, but may also be done on an aggregate or per-instrument basis.
- We coordinate with the conversion share depository, paying/conversion agent and/or the clearing systems (in each case as applicable) to ensure timely communication and delivery of the shares to investors
- We also support the issuer in answering queries from paying/conversion agents, clearing systems and investors relating to settlement calculations
- We take formal responsibility for performing all formulaic calculations required to be made in accordance with terms and conditions, while also ensuring the issuer understands what we are doing.
When appointed as Conversion Calculation Agent post-issuance, ConvEx does the following:
WHEN WE ARE APPOINTED
see moreDURING THE LIFE
see moreIN THE EVENT OF CONVERSION
see more- We undertake a detailed review the operability of the calculations set out in the terms and conditions, to ensure that we will be able to perform them on a timely and accurate basis when they are needed during the life of the transaction.
- If we identify any areas of uncertainty or potential issues, we make note of these so that we can be aware in the event they arise later in the life of the transaction.
- Because of our extensive experience in performing calculations on capital securities and other equity-linked instruments, we are normally able to find solutions to help the issuer manage any issues that arise.
- Using public corporate actions data, we monitor (where possible) for corporate actions and other events which might trigger the need for a calculation to be performed under the terms and conditions of the securities and notify the issuer as early as possible.
- Because the documentation does not give us formal responsibility for calculations, we support the issuer in ensuring the calculations are made accurately and on a timely basis, so that the issuer can be confident in the results. We also:
- provide issuers with preliminary or illustrative calculations for their internal review
- share final, formal calculations and notify all relevant parties (trustee, paying/conversion agent, etc.)
- We can perform further calculation simulations as may be requested by issuer in preparation for the final calculations.
- We review the issuer’s draft notices to the market prior to publication, and assist (where relevant) with publication.
- We can coordinate with the key information providers, to ensure that the instrument is updated in their systems following any calculations, supporting the issuer by minimising investor queries.
- We assist our issuer clients in dealing with investor queries, either directly or with their Investor Relations team.
- In the event of a mandatory conversion into shares upon the occurrence of a capital/solvency event, we support the issuer in performing all settlement calculations when the securities are converted into shares.
- These calculations are normally produced on a holder-by-holder basis, but may also be done on an aggregate or per-instrument basis.
- We coordinate with the conversion share depository, paying/conversion agent and/or the clearing systems (in each case as applicable) to ensure timely communication and delivery of the shares to investors.
- We also support the issuer in answering queries from paying/conversion agents, clearing systems and investors relating to settlement calculations.
- We ensure that at all times the issuer understands, and is confident in the results of, the determinations we perform as Calculation Agent in accordance with terms and conditions (for which the issuer remains formally responsible, because the documentation does not give us formal responsibility).
INDEPENDENT EXPERT OPINIONS FOR CAPITAL SECURITIES
Most AT1/RT1 instruments include reference to an independent expert third party to be appointed in future to make certain determinations. This might be referred to as an “Independent Adviser”, “Independent Expert”, “Independent Financial Adviser”, “Independent Investment Bank”, or several other names.
The need for an independent expert typically arises in the event of a calculation or other determination which is not set out formulaically in the terms and conditions of the instrument, or in the event of multiple events triggering an adjustment to the conversion/exchange price occurring simultaneously, or more generally in the event of uncertainty (or dispute) as to how a calculation should be performed.
Our extensive experience and knowledge of capital securities and equity-linked securities documentation allows us to consider the formulaic provisions, but also to put them into a market context (including any applicable precedents) to assist in clarifying the original intent to arrive at a fair solution. We provide written opinions for the issuer’s reliance.