Rules for selling unclaimed bearer securities

The Royal Decree of July 25, 2014 determines how the issuer can sell unclaimed bearer securities and what the exact impact will be. A little context: holders of bearer securities were required to have their securities converted into registered shares or dematerialized securities by December 31, 2013 at the latest. To avoid the persistence of some bearer securities, for example if the holder of the securities remains unknown or if the securities are not requested, the legislator has implemented the following mechanism. The issuer is required to sell the unclaimed securities as of January 2015. Here, a distinction is made between the sales of securities that are allowed on a regulated market and securities that are not allowed on such a market.   Before proceeding to the sales of the first category of securities, notice must be published in the Belgian Official Journal and on the website of the related company/issuer, in which the holder of the securities is called upon to exercise his/her rights. Should there be no reaction to that call, the sale can begin one month after the publication of this notice. The sale on the market must take place within three months after the publication of the notice. If the issuer meets certain conditions, the issuer can also buy the bearer securities for him/herself.   As for securities that are not allowed on a regulated market, prior notice must also be published. If this action has no effect, the securities are then sold on the Public Auction Market, a MTF organized by Euronext Brussels. The price of these securities is determined by the auctioneer, on the basis of various elements, such as the audited annual accounts. If the effects are not sold immediately, they are again proposed for at least four consecutive rounds. What is important is that the issuer, as for securities sold on a regulated market, must confirm, through its commissioner, auditor or authorized accountant, that he has taken the necessary actions for the conversion of bearer securities. This acknowledgment must be included in the financial statements for 2015.   If the securities are sold, the issuer may deduct the expenses incurred from the proceeds. What remains after deducting the expenses has to be deposited with the Deposit and Consignment Office. Securities that are not sold by November 30, 2015, will be deposited between December 1 and December 31, 2015 at the Deposit and Consignment Office, with registration of the securities in the name of the Office. As of January 1, 2016, the Office will initiate the eventual return of the proceeds and unsold securities. Should the holder claim his rights to the former securities after January 1, 2016, he/she will have to pay a penalty amounting to 10% of the value of the securities for each year started as of January 1, 2016. Finally, the proceeds which will not have been claimed by January 1, 2026 at the the Deposit and Consignment Office, will be paid to the Belgian State.