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FAQ related to the split of each Umicore share into five as from 29 February 2008
Umicore share will be split into five shares on 29 February 2008, on that date the following will occur :
Listing on Eurolist :
- The listing of these new shares on the Eurolist of Euronext Brussels will take place on 29 February 2008.
- From that date only the new shares, with a new ISIN Code, will be listed. This will also apply to the split VVPR strips.
Right to dividend payment :
- As from 29 February 2008, the right to future dividend payments will be linked to the new shares.
- All past dividends linked to the ordinary Umicore shares before the split will remain payable.
New Shares
Features
- ISIN BE0003884047
- Form of the shares: registered or dematerialised held in a securities-account
- Listing as from 29 February 2008 on NYSE Euronext Brussels
- Two voting rights at shareholders’ meetings
- Entitlement to dividends for the financial year 2007 and to every future distribution of profits or assets
Registered shares
Question : As registered shareholder, what are be the consequences after the split of the ordinary share ?
Answer : At 29 February 2008, the number of shares and VVPR strips registered in your name in the Umicore register will be multiplied by five, with an entitlement to dividends attached to the new shares only.
New certificates mentioning, among other elements, the ISIN Code and the number of new shares will be sent to your attention, replacing and canceling the certificates you currently have. These new shares will each have TWO voting rights. Consequently, the voting potential of the ordinary shares (10) will remain unchanged (5 x 2).
No action needs to be taken by yourself.
Dematerialized shares on a bank account
Question : What are the consequences for my (dematerialized) shares on a bank account after the split of the ordinary share ?
Answer : On 29 February 2008, all Umicore shares on a bank account will automatically be multiplied by five and the ISIN Code (BE0003626372) replaced by the ISIN Code of the new shares, with an entitlement to future dividends. These new shares will be the only ones tradable on the Eurolist of Euronext Brussels as from February 29, 2008. These new shares will each have TWO voting rights. Consequently, the voting potential of the ordinary shares (10) will remain unchanged (5 x 2).
Nothing has to be done by the shareholders; the financial institutions will automatically take care of the stock split on 29 February 2008.
Printed bearer shares
Question : How could I have my ‘old’ printed bearer shares split ?
Answer : Printed bearer shares could be converted into new shares but this will automatically result in their dematerialization.
You may choose one of the following options:
- Deposit your ‘old’ printed bearer shares at your financial institution. The equivalent number of new shares will be deposited in a bank account (banking fees and taxes will apply at the expense of the shareholders).
- Deposit your ‘old’ printed bearer shares at Umicore, rue du Marais, 31, Broekstraat, 1000 Brussels, requiring the registration of the equivalent number of new shares in the Umicore share register. This will entail no fee and carries the advantage of receiving directly all public information related to Umicore and invitations to the shareholders’ meetings.
Question : May I still buy or sell ‘old’ ordinary shares on the Eurolist of Euronext Brussels ?
Answer : No, as from 29 February 2008, only the new shares (with their own ISIN Code) will be tradable. The ‘old’ shares (ISIN Code 3626/37) will no longer be tradable on the Eurolist of Euronext Brussels. They will no longer carry the right to participate in shareholders’ meetings or to any future dividend payment until transformation into dematerialized or registered shares has been completed. Such shares will be exchangeable for new shares until the end of 2013 when automatic dematerialization will take place. The dividends linked to the automatic dematerialized new shares, paid since the division of 29 February 2008, will then be payable in full.
Question : May I still participate with ‘old’ shares in Umicore’s shareholder meetings ?
Answer : Yes, but any printed ordinary shares deposited at a financial institution in order to participate in a shareholders’ meeting will automatically be converted into 5 dematerialized new shares. Each new share will give the right to TWO votes. Consequently, the voting potential of the ordinary shares (10) would remain unchanged (5 x 2).
Question : As from 1 January 2008, will it be possible to have dividends paid by presentation of the coupons of the ‘old’ ordinary printed bearer shares ?
Answer : The unpaid coupons linked to the ordinary shares before the split would remain payable (nr. 1 to 16). As from the split, future dividends will be payable to the new shares only.
VVPR strips
Features
- ISIN BE0005623948
- Form of the strips: registered or dematerialised held in a securities-account
- Listing as from 29 February 2008 on NYSE Euronext Brussels
- To be tendered to benefit from a reduction of the withholding tax rate on securities from 25% to 15% as for the dividend regarding the financial year 2007 and followings.
The above treatments will apply to the VVPR strips (except in that the VVPR strips do not convey any right in themselves to attend the general meetings of shareholders)
Tenths of shares (SVM Code 3628/39)
(These shares were those not merged into ordinary shares as per the decision of the ACEC extraordinary general meeting of shareholders of 26 July 1989.)
The tenth of share will not be split into five.
Two tenths of shares will give the right to a new Umicore share.
One remaining tenth of share will still give the right to one vote and to half of the dividend paid to a new share.
Question : What will happen with the registered tenths of shares ?
Answer : The number of registered tenths of shares will remain unchanged. Any multiple of TWO registered tenths of shares held by a shareholder will be registered automatically as new shares. Any potentially remaining one tenths would remain registered.
Question : What will happen with bearer tenths of shares deposited on a bank account ?
Answer : The number of tenths of shares will remain unchanged. Any multiple of TWO registered tenths of shares deposit on the same bank account will give right to new dematerialized shares. This will not be done automatically by the financial institutions. Umicore will try to organize with the financial institutions the exchange of any multiple of TWO tenths of shares.
Question : What will happen with the printed bearer tenths of shares ?
Answer : They will remain unchanged. For any multiple of TWO tenths of shares, the shareholder might choose one of the following options in order to convert them into new shares :
- deposit any multiple of two printed tenths of bearer shares at their financial institution. A number of new dematerialized shares corresponding to the printed tenths of bearer shares divided by two will be deposited in a bank account (banking fees and taxes would apply)
- deposit the multiple of two printed bearer shares at Umicore, rue du Marais, 31, Broekstraat, 1000 Brussels, requiring the registration of the equivalent number of new shares (number of tenths of shares divided by TWO) in the Umicore share register. This will entail no fee and carries the advantage of receiving directly all public information related to Umicore and invitations to the shareholders’ meetings.
However each owner of unitary tenth of share in printed bearer form may ask to be registered in the Umicore register with a view of future regrouping to obtain a new Umicore share.
Requests for more information regarding this notice can be addressed
- by phone: +32 2 227 73 44 – 7075 - 7039
- by mail: jacqueline.beeckmans@umicore.com – isabelle.fulop@umicore.com – bjorn.dejonghe@umicore.com
- by fax: +32 2 227 79 13