Dematerialisation of bearer securities
Changes since 1 January 2014
Elimination of bearer securities
Free securities account
Since 1 January 2014, all Belgian bearer securities still in circulation have been automatically converted into:
- registered securities (listed in the name of the issuer)
- dematerialised securities (booked on the securities account of the issuer)
Although bearer securities no longer exist in the legal sense, they do still have evidential value. The securities in paper form are indeed the only evidence of title for the issuer, and also for persons requesting the refund of amounts and/or redemption of securities deposited and/or registered with the Deposit and Consignment Office as from 2016.
will change in 2015?
still in circulation and admitted to trading on the regulated market will, by
law, be subject to forced sale on this regulated market by the issuer.
Non-listed securities that are still in circulation must be sold publicly
The net proceeds from the sale of the securities will be transferred to the Deposit and Consignment Office. Unsold securities will be registered in the name of the Deposit and Consignment Office.
The issuer decides the date of sale and the sale must be completed before the end of November 2015.
What will change in 2015 for holders of bearer securities?
- Holders of paper securities can still offer and register their securities in the register of shareholders or put them in a securities account until the date set out in the notice of forced sale in the Belgian Official Gazette and the Euronext website.
- Until this final date of offer, the rights of the holders of bearer securities will be suspended. The following rights will be suspended:
- the right to dividend or interest payments
- the right to engage in securities transactions
- the right to vote in general meetings.
- After forced sale by the issuer in 2015, the holder can no longer deposit paper securities into a securities account or register them in the register of shareholders.
- From 2016, holders of paper bearer securities still in their possession can offer them to the Deposit and Consignment Office with a view to redeeming securities or requesting a refund of the sale proceeds, after deduction of a 10% penalty per commenced calendar year.
What are the obligations for non-listed companies?
As from 1 January 2014
- Amend the company's articles of association, stating the conversion into registered securities or dematerialised securities.
- For dematerialised securities: choose a settlement institution or recognised account holder to act as head of the pyramid.
- For registered securities: register the securities in the register of shareholders in the name of the holder.
- Publish the various decisions in the Belgian Official Gazette (and/or on the company's website) and deposit them with the registry of the commercial court.
As from 1 January 2015
- Designate a financial institution to organise the sale of any non-offered bearer securities that are still in circulation.
- Publish the sale in the Belgian Official Gazette and on the Euronext website.
- Greater security: you do not keep any securities at home, so they cannot be stolen.
- Easy to manageyou monitor your investments whenever and wherever it suits you.
- Make an appointment at an ING branch of your choice and deposit your securities into an ING Securities Account, free of charge.
What can you do with your bearer securities until the forced sale?
If you have any bearer securities, please contact your ING branch to open a free securities account or contact the issuer.