FAQs – Swedish Depository Receipts
An SDR is a financial instrument issued by a Swedish bank representing shares in a non-Swedish company. The Accelleron SDRs will be issued by Skandinaviska Enskilda Banken AB (the Custodian). Each Accelleron SDR will represent one Accelleron share.
Provided the spin-off is approved by ABB shareholders, holders of ABB shares registered with Euroclear Sweden will receive Accelleron SDRs in respect of their ABB shares (one Accelleron SDR for 20 ABB shares). For technical reasons, ABB must distribute securities that can be registered with Euroclear Sweden, which is not the case for the Accelleron shares. ABB will therefore distribute Accelleron SDRs. Those Accelleron SDRs can then be converted to Swiss Accelleron shares for trading on the SIX Swiss Exchange.
It is at present not legally possible for a Swiss company to dual list its shares on a stock exchange within the EU. In addition, it is nowadays possible for you as a private person, through a qualifying account (a custody account, investment savings account or an endowment insurance), to own and trade foreign shares on, for instance, the SIX Swiss Exchange in the same way as Swedish shares on the Stockholm Stock Exchange. If after the distribution you convert your Accelleron SDRs to Swiss Accelleron shares, you will be able to trade your Accelleron shares on the SIX Swiss Exchange.
The SDRs will not be listed and cannot be traded on any exchange and will therefore need to be converted to Swiss Accelleron shares in order to be sold/traded.
You will be able to convert your Accelleron SDRs to Swiss Accelleron shares if you transfer your SDRs to a qualifying account (a custody account, investment savings account or an endowment insurance). The Custodian will not charge any fees for such conversions following the spin-off distribution until October 31, 2022 (custodians or nominees might charge fees). Should you wish to convert your Accelleron SDRs into Swiss Accelleron shares after October 31, 2022, you would need to convert the Accelleron SDRs at your own expense.
ABB will cover the cost of converting SDRs into Accelleron shares that can then be traded on SIX Swiss Exchange until October 31, 2022 (custodians/nominees might charge fees).
After October 31, 2022 each conversion will come at a cost of SEK 2’500 that will be charged by the Custodian (custodians/nominees might also charge fees). Individuals may pay less than SEK 2’500, depending on the number of shareholders converting their Accelleron SDRs to Accelleron shares on the same day.
If you sell your ABB shares prior to close of trading on September 30, 2022, you will not be eligible to receive SDRs nor cash payments for fractions thereof.
The number of ABB shares you own will not change in the event of a spin-off. You will simply receive one Accelleron SDR for every 20 ABB shares you own.
No. All ABB shareholders as of close of trading on September 30, 2022 will receive Accelleron shares. If you hold your ABB shares through Euroclear Sweden you will receive Accelleron SDRs.
No. The cash portion of the dividend corresponds to the Swiss withholding tax payable in relation to the spin-off and will be withheld by ABB and paid directly to the Swiss Federal Tax Administration. However, as fractional Accelleron shares will not be distributed, you may instead receive cash upon the sale of the aggregated fractional shares.
For an overview of tax consequences in Sweden, please refer to the section “Tax Considerations Sweden”, p. 33 in the shareholder brochure. Any ABB shareholders who are in doubt as to their tax position should consult their own tax advisor regarding the specific tax consequences applicable to them in connection with the receipt of Accelleron SDRs.
Contact your bank, stock broker or online broker with whom you hold your ABB shares to check whether the Swiss Accelleron shares can be held in that account.
Record holders of ABB shares registered with Euroclear Sweden as of the record date in Euroclear Sweden on October 4, 2022, will be entitled to receive Accelleron SDRs. This means that the last day of trading ABB shares including the entitlement to receive Accelleron SDRs will be on September 30, 2022.
The Accelleron SDRs will be booked on your account automatically after the record date, on or about October 6, 2022. Please note that only whole Accelleron SDRs can be delivered and that you therefore may receive cash instead of Accelleron SDRs in respect of some or all of your ABB shares.
An Accelleron SDR holder will be entitled to participate in dividends ratably on a per SDR basis in the same manner as a holder of Accelleron shares, although cash dividends will be converted into SEK.
Accelleron will arrange with the Custodian for holders of Accelleron SDRs to be able to exercise certain rights with respect to Accelleron as if they were ordinary shareholders.
The holdings of nominee registered shareholders will be handled according to the respective nominee’s routines. You should therefore contact your nominee as soon as possible if you have any questions regarding the SDR programme.
You can have your Accelleron SDRs on your securities account registered with Euroclear for a maximum period of 12 months. It is possible to convert your SDRs to Swiss Accelleron Shares free of charge until October 31, 2022 (custodians or nominees might charge fees). Thereafter, a fee will be charged. If you want to avoid the extra cost, you have the following options:
- Sell your ABB shares before the spin-off of Accelleron.
- Open a custody account, investment savings account or an endowment insurance and transfer your ABB shares well in advance of the spin-off of Accelleron to be able to convert the SDRs to Accelleron shares free of charges by Euroclear and the Custodian or alternatively transfer the SDRs you obtain after the spin-off prior to October 31, 2022.
Banks, stock brokers and online brokers offer customer custody accounts, investment savings accounts and endowment insurance. It is normally free of charge and a quick procedure to open these if you have a BankID.
The SDR program is expected to be available for a maximum period of 12-months.
The Accelleron shares represented by the SDRs will be sold and the proceeds, net of costs, will be distributed to you.