Recent Transactions
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Exchangeable Bond
€150 Million
Calculation Agent
Warrants
€59 Million
Calculation Agent
Convertible Bond
€15 Million
Calculation Agent
Perpetual Convertible Bonds
€618 Million
Independent Valuer
Convertible Bond
€7 Million
Calculation Agent
Convertible Bond
€36.8 Million
Calculation Agent
Exchangeable Bond
€13.7 Million
Calculation Agent
Convertible Bond
NOK100 Million
Calculation Agent
Virtual Profit Participation Rights
€123 Million
VPPN Agent and Calculation Agent
Convertible Bond
€12 Million
Calculation Agent
Convertible Bond + Warrants
US$14.8 Million
Calculation Agent
Exchangeable Bond
€15 Million
Calculation Agent
Convertible Bond
£55 Million
Calculation Agent
Convertible Bond + Warrants
US$25.2 Million
Calculation Agent
Exchangeable Bond
€15 Million
Calculation Agent
Convertible Bond
US$55 Million
Calculation Agent
Fixed Rate Bonds
US$500 Million
Calculation Agent
CALCULATION AGENCY FOR COMPLEX & BESPOKE TRANSACTIONS
A Calculation Agent may be appointed by the issuer of the transaction to perform the calculations required pursuant to the terms and conditions of the transaction.
- 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 are formal and 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 with (and providing guidance on) the documentation as drafted.
WHEN APPOINTED AS CALCULATION AGENT PRE-ISSUANCE, CONVEX DOES THE FOLLOWING:
BEFORE ISSUANCE
see moreDuring the life
see moreON SETTLEMENT
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 the banks and law firms working on the transaction) 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 issuer and parties working on the transaction 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.
- 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 of the transaction and notify the issuer as early as possible.
- We take formal responsibility for performing all formulaic calculations required to be made in accordance with the terms and conditions of the transaction, while also:
- consulting with the issuer, including providing them with preliminary or illustrative calculations for their internal review
- performing the final, formal calculations and notifying all relevant parties (trustee, 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
- We are typically responsible for performing all settlement calculations when the transaction is settled.
- This can include share-settled as well as more complex settlement calculations, such as net-share or cash settlement.
- Calculations may be required on a holder-by-holder or an aggregate basis.
- We coordinate with the trustee/agent and the clearing systems (in each case as applicable) to ensure timely communication and delivery of the shares and/or cash to investors.
- We also support the issuer in answering queries from 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 CALCULATION AGENT POST-ISSUANCE, CONVEX DOES THE FOLLOWING:
WHEN WE ARE APPOINTED
see moreDuring the life
see moreON SETTLEMENT
see more- We undertake a detailed review of 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 the issuer so wishes, we can also undertake a detailed review of all previous calculations (if any) performed prior to our appointment
- 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 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 of the transaction 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 notifying all relevant parties (trustee, 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
- We support the issuer in performing all settlement calculations when the transaction is settled.
- This can include share-settled as well as more complex settlement calculations, such as net-share or cash settlement.
- Calculations may be required on a holder-by-holder or an aggregate basis.
- We coordinate with the trustee/agent and the clearing systems (in each case as applicable) to ensure timely communication and delivery of the shares and/or cash to investors.
- We also support the issuer in answering queries from 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 (which the issuer remains formally responsible for, because the documentation does not give us formal responsibility).
INDEPENDENT EXPERT OPINIONS FOR COMPLEX & BESPOKE TRANSACTIONS
Complex and bespoke transactions may include reference to an independent expert third party to be appointed in future to make certain determinations. Alternatively, such third party may be appointed to support management or the board in a decision it is required to take, or to clarify some uncertainty (or settle a dispute). This might be referred to as an “Independent Advisor”, “Independent Expert”, “Independent Financial Advisor”, “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 (including any complex determination which might have been seen as unlikely from the start, and as such no party was hired in advance to perform it), or in the event of multiple events triggering an adjustment to the exercise price occurring simultaneously, or more generally in the event of uncertainty (or a dispute) as to how a calculation should be performed.
Our extensive experience and knowledge of 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.