RHJ International: Background to Dematerialisation of RHJI Shares
On September 18, 2007, the Board of Directors of RHJ International
("RHJI") approved an amendment to the Articles of Association (see
Appendix 1) to permit the dematerialisation of RHJI shares, pursuant
to a Belgian law issued on December 14, 2005 on the suppression of
bearer securities (as amended) (the "2005 Law"). As of January 1,
2008, RHJI may not issue shares in bearer form, which must instead be
in dematerialised form or registered form.
In practice, any new RHJI share will, in the future, be issued in
dematerialised form, i.e. directly in book-entry form and booked in a
securities account held with financial institutions participant (the
"Participants") to the clearing system maintained by Euroclear
Belgium (the "Euroclear Belgium System").
As to the 85,545,547 RHJI shares outstanding (which are all bearer
shares), the vast majority are deposited (through several global
certificates) into the Euroclear Belgium System and booked on
securities accounts held with Participants. Bearer shares booked on
a securities account held with Participants of the Euroclear Belgium
System will be automatically converted into dematerialised shares on
January 1, 2008. No cost may be incurred by the holder of the shares
upon such conversion. Conversion will not affect the corporate
rights of holders. In practice, shareholders will continue to
interface with the financial institution with which they maintain
their securities account. Bearer shares that are booked on
securities accounts held with Participants after January 1, 2008 will
be automatically converted into dematerialised shares upon deposit
into such securities accounts.
Holders of U.S. restricted depositary shares ("RDS") issued by the
Bank of New York Mellon ("BNY") will not be affected. The RHJI
shares underlying the RDS are booked on a securities account with ING
Belgium, as custodian for BNY and a Participant in the Euroclear
Belgium System, and will be automatically converted into
dematerialised shares. As from January 1, 2008, upon a withdrawal by
a RDS holder of underlying RHJI shares, only dematerialised shares
will be delivered (i.e. through a book-entry transfer on a securities
account to be designated by the RDS holder).
A small number of RHJI shares are held outside the Euroclear Belgium
System and, pursuant to the 2005 Law, must be converted from bearer
form. Holders of shares held outside the Euroclear Belgium System
should refer to Appendix 2.
RHJ International (Euronext: RHJI) is a diversified holding company
focused on creating long-term value for its shareholders by
acquiring and operating businesses in attractive industries. For
further information visit www.rhji.com.
Investor Relations Director
Tel. +32 2 643 60 13