The procedure for abolishment of bearer securities introduced by the Act of 14 December 2005 will enter into its next phase on 1 January 2015. As of 1 January 2014, all bearer securities that were not yet converted into registered or dematerialized securities have automatically been converted. The owners of these shares have until 31 December 2014 to claim ownership of their securities. If they fail to do so, these securities will be sold by the issuer on the regulated market (if the securities are admitted for trading on a regulated market) or through a public auction (if the securities are not admitted for trading on a regulated market) in accordance with article 11 of the Act of 14 December 2005.
Until recently, article 11 of the Act of 14 December 2005 did not specify the procedure that needs to be followed for the forced sale of these securities and simply referred to the possibility of further specifying the modalities in a separate Royal Decree. The Royal Decree of 25 July 2014 (the “Royal Decree”) has now clarified the matter and has introduced a set of specific rules. The public sale will have to be announced in the Belgian State Gazette and on the website of the market operator or the public auction platform on which the shares will be sold. In accordance with article 2 of the Royal Decree, this announcement needs to include the details of the issuer, information to identify the securities, the maximum amount of securities for sale and the deadline by which the owners of the securities need to identify themselves.
For the sale of listed securities, the Royal Decree refers to the rules already applicable to the sale of such securities. For the sale of non-listed securities, the issuer will have to deliver its recent annual accounts to the auctioneer as well as all documents that are useful for determining the value of the securities. Article 6 of the Royal Decree specifies the criteria for determining the first indicative price. For shares, this value is calculated on the basis of the net value of the issuer as indicated in its most recent annual accounts. Other securities are calculated on the basis of other criteria.
If the securities are sold, the issuer will first deduct from the sale price all the costs that it incurred in converting and selling the securities. The remaining amount will then be deposited with the Deposit and Consignment Fund (“Deposito- en Consignatiekas / La Caisse des Dépôts et Consignations”). The securities that the issuer is unable to sell by 30 November 2015 will also be deposited with the Deposit and Consignment Fund. As of 1 January 2016 at the earliest, all amounts and/or securities can be claimed back by their original owners after the payment of a fine of 10% of the amount or the value of the securities. This percentage will be increased by another 10% for each additional year.