The Law of 28 July 2014 on the immobilization of bearer shares
The Law of 28 July 2014 on the immobilization of bearer shares (the “Law”) was published in the Luxembourg Official Gazette on 14 August 2014.
The Law entered into force on 18 August 2014, date from which bearer shares must be deposited with a depositary established in Luxembourg. However, a transitory period of six months is provided for bearer shares issued prior to the entry into force of the Law.
Henceforth, a depositary will be appointed by the management body of the company which has issued the bearer shares (the “Issuer”).
The depositary must be established in Luxembourg and cannot be a shareholder of the Issuer; Chartered Accountants are authorized to act as depositaries.
The depositary will hold the bearer shares on behalf of the Issuer and maintain a register where the ownership of the bearer shares will be recorded. Each owner of bearer shares has only access to the information in relation to his shareholding. All the transfers of bearer shares will be recorded in the register by the depositary and the depositary may accept any written document or notice of transfer for that purpose (ie : declaration of transfer dated and signed by the transferor and the transferee).
The above-mentioned rules will apply also to bearer shares issued before the Law entry into force. In that respect, the transitory provisions are the following:
· During a 6 month period following the entry into force of the Law ( i.e. February 18, 2015), the management body of the Issuer shall appoint a depositary and the shareholders shall deposit their bearer shares with the depositary. Upon termination of the 6 month period, if the shares have not been deposited and until they are actually deposited, the voting rights attached thereto shall be suspended and the distributions deferred.
· If all bearer shares are not deposited within 18 months after the entry into force of the Law (i.e. February 18, 2016), they shall be mandatorily cancelled and the share capital of the Issuer will be reduced from the corresponding amount.
For more information, please contact Mr Nicolas MIlle at : +352-22.214.171.124.