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CEVA Case Study

Background
CEVA Logistics was formed following the leveraged buy out of the TNT Logistics business by Apollo Investment Management of New York in November 2006. Headquartered in Amsterdam, CEVA has 32,000 employees worldwide.

CEVA Equity Plan
Following completion of the LBO, equity participation was offered to 350 directors and senior managers across the world including the Netherlands, United Kingdom, Italy, Germany, France, Spain, the United States, Turkey, Australia, China, Singapore, Thailand and Brazil.

Each senior manager was invited to subscribe for shares in CEVA Logistics at market value and those opting to invest would receive matching share options. The level of investment and matching ratios depended on the seniority of the individual, with subscriptions ranging from €10,000 to over €1,000,000.

The assignment
Global Shares was engaged to manage the subscription process and the granting of the share options in a very tight timeframe. The subscription payments were to be made in three tranches, with the first part to be completed within one month of the deal completion (i.e. 4 December 2006). The second tranche was payable by 31 December 2006 and the final payment by 31 March 2007.

This meant sending out approximately 350 individualised emails with individualised subscription, shareholder and option agreements along with various signature pages (for non-complete clauses) and forms for opening bank accounts. Those in countries such as Germany, Spain, France and Turkey also received translations of all legal documents. About 250 managers opted to subscribe and bank accounts were opened for them in California. Global Shares managed the return of all documentation (checking that it had all been fully completed), the opening of bank accounts, reconciling of all subscription payments and issue of completed and signed documentation to all participants.

Expensing the share options
Subsequently, CEVA retained Global Shares to advise on and assist the company to calculate the expense related to the stock options for the accounting period ending on 31 December 2006 and to provide the company with regular reports to enable them to calculate the ongoing expense of the options.

Ongoing partnership
Following on from the subscription process, Global Shares has been appointed as administrator of the CEVA Logistics Equity Plan on an ongoing basis for an annual fee. Global Shares has also taken on the responsibility for maintaining the capitalization table (share register) for CEVA Logistics.

Global Shares is looking forward to supporting the company through other corporate events given the nature of the ownership and to many years of partnership with a highly valued client.

Case Study PDF
CEVA (.pdf - 375 KB - 1 page)


Reed Elsevier plc Case Study

Background
This assignment arose after Reed Elsevier, a FTSE 100 company, decided to move the administration of its executive stock plans from one large service provider (referred to below as the ‘incumbent provider’) to another large service provider (referred to below as the ‘new provider’). The company had over the years granted options and made awards under numerous plans over shares listed on the FTSE and denominated in Sterling (‘PLC shares’) and over shares listed on EuroNext and denominated in Euro (‘NV shares’). Furthermore, it had made awards in the US over ADRs using both PLC shares and BV shares.

As is typical when converting from one third party administrator to another, the data that the incumbent provider made available to Reed Elsevier was not immediately capable of being uploaded into the new provider’s system and more information was required than was captured in the incumbent provider’s system. While it is not uncommon for one administrator to require different amounts of data than another, the challenge is to translate the data between systems and attach additional data in such a way that it can be uploaded into the new system.

The Assignment
Global Shares was tasked with taking the data from the incumbent provider and converting into a format for uploading to new provider’s system. The conversion was scheduled to be done over a period of two weeks to minimise the time during which it would be out-of-date.
The conversion required that additional data be added from documents and Excel spreadsheets provided by the client. One challenge for the company was that it wanted to capture pieces of information that was tracked in the incumbent provider’s system, but was not overtly captured in new provider’s system. In order to accomplish this, Global Shares actually manipulated the client’s data and creatively used available fields in the new provider’s system such that this additional information could be captured and retained for Reed Elsevier, working closely with the new provider to ensure that these manipulations would allow for this data to be captured.

Statistical Audit Report
Using dummy data, Global Shares created and tested a complex conversion tool in a statistical tool, which was then used to convert the live data received from the incumbent service provider. Complex conversion instructions which required using information from several different sources in order to identify correctly grants into the new provider’s plans were quickly applied, allowing for a quick and accurate conversion of the live data. The actual conversion of live data was achieved well within the client’s time requirement and required minimal adjustments once uploaded into the new provider’s system.

As the conversion tool being used is a statistical package, Global Shares was able to quickly provide both the client and the new provider with statistics to prove that the data provided by the incumbent adviser was, in fact, converted and captured in the new files. A custom report was developed within an hour to match a report that the new provider had created on their end for verification purposes. The ability of Global Shares to provide this statistical information gave both Reed Elsevier and the new provider comfort that the data conversion had been successful.

Not only has Reed Elsevier provided a client testimonial for this piece of work, it has also recommended Global Shares to other companies undergoing similar transfers.

Case Study PDF
ReedElsevier (.pdf - 375 KB - 1 page)