1. General provisions
This procedure shall define the order and procedures for performance of matured payments on bond issues and payments of dividends on issues of shares by using the system of Central Depository (CD).
It is related to the issuer company and the investment intermediaries (II). In case of regulatory restrictions for public companies the procedure shall apply to non-public companies.
Dividends shall be paid through Central Depository to the accounts of investment intermediaries for them as well as for their clients. II shall be entirely responsible for the payment of the received amounts as dividends or payments on bonds to their clients.
In order to perform the actions regulated herein the following pre-conditions are required to be fulfilled:
2.1. Decision of the General Meeting of the company for distribution of dividend or fulfillment of the conditions for payment of interest and/or principal on the bond issue.
2.2. Contract between the issuing company or II authorized by the issuer with CD for use of the service set forth in this procedure, according to an enclosure.
2.3. Special account for receipt of the amounts for dividend payments / interest and principal on bonds, other than the settlement account opened by the investment intermediary who has also opened the client accounts. Investment intermediaries announce these accounts at CD.
2.4. CD shall open a special account for payment of the amounts following this procedure
3.1. The issuing company or an investment intermediary authorized by it shall submit at CD a statement for distribution of dividend or for payments of interest and/or principal on bonds. The statement shall contain as a minimum the following information:
· Identification of the issue – ISIN code, number of shares/bonds, face value;
· Information about the payment – amount per one share/bond;
· Date as of which the shareholding participation/the bond holders are identified. When there is a regulatory requirement about the date as of which the shareholding participation/the bond holders are identified, CD shall not check on whether this requirement is kept as this is an obligation entirely undertaken by the issuing company.
· Maturity date of payments/initial date of payment of the dividend.
3.2. The company shall transfer the amounts for payments of dividends or payments for interest and/or principal with deduced tax on the CD account within 4 /four/ working days prior to the date of maturity of the respective payment not counting the maturity date, respectively prior to the initial date of dividend payment, indicated by the company in compliance to the regulatory requirements.
3.3. The shareholding participation/the bond holders shall be identified as of the date indicated in the statement as per item 3.1 and CD shall print out a Book of Shareholders/Bondholders as of this date, which CD provides to the company. The Book of Shareholders/Bondholders shall also include the calculated amount for the payment to every shareholder/ bondholder.
3.3.1. Upon preparation of the print out of the Book of Shareholders/Bondholders as per item 3.3 of E27/027/, CDAD provides the issuer with information on executed pledged attachments – pledges or collaterals.
3.4. Based on the data from the Book of Shareholders/Bondholders and the information about their client accounts by investment intermediaries, CD shall prepare lists for payment of the amounts from dividends, interest and/or principal payments. The lists shall be provided to every one of the investment intermediaries who has opened client sub-accounts to shareholders/bondholders as of the date of issue of the Book of Shareholders/Bondholders. For the sending of the lists the established manner of communication shall be used between Central Depository and the investment intermediary. The lists shall be sent on paper – in 2 copies and electronically.
3.5. The list pursuant to item 3.4 shall contain as minimum the following information:
3.5.1. Data about the issue – ISIN code, face value;
3.5.2. Information about every shareholder – full name for a physical persons or title of the legal person, civil identification number (ЕГН) or BULSTAT; Client number of shareholder/bondholder with the investment intermediary
3.5.3. Data about the amount due for payment to every shareholder/bondholder;
3.5.4. Place for signature.
3.6. Three working days prior to the date of maturity not counting the maturity date, the transfers of bonds shall be terminated and CD shall block the issue of bonds in order to identify the persons entitled to receive payment.
3.7. CD shall count for every investment intermediary the amount to be transferred for the due payments as dividends or interest and/or principal to its clients.
3.8. On the next working day following receipt of the total amount of dividend or interest and/or principal on its account, CD shall transfer the respective amounts to an account of the investment intermediaries who keep the respective client accounts.
3.9. The investment intermediaries shall be obliged to pay out the amounts to the bondholders who are their clients according to the list as per item 3.4 at the date of maturity of the respective payment. The investment intermediaries shall bear the full responsibility in case of delay or non-performance of their obligation for payment within the due term.
3.10. For payment of dividend investment intermediaries shall be obliged, as of the initial date of dividend payment indicated by the company, to ensure capacity for dividend payment to their client shareholders.
3.11. Investment intermediaries shall perform payments of the amounts for dividends and payments of interest and/or principal on bonds to their clients in compliance to the provisions of the Procedure for regulating the payments between the investment intermediaries and their clients Enclosure 25(E25) and in keeping with the following regulations:
3.11.1. up to 7 working days following the expiration of the term for payment of dividend/interest or principal, the investment intermediaries servicing the payments to shareholders/bondholders, shall present at CD lists for paid and unpaid dividend/interest or principal in an electronic document, defined by CD AD, declaring the amount of the unpaid sums. The electronic document should be digitally signed by the representative of the investment intermediary by court registration;
3.11.2. The unpaid amounts in BGN or foreign currency for the due dividend/interest or principal shall be transferred by the investment intermediary through a bank to an account of CD;
3.11.3. CD may require that the investment intermediary shall submit a certified copy of the payment documents certifying the payment effected to the shareholders/bondholders who are clients of the investment intermediary.
3.12. For shareholders/bondholders whose accounts are not kept with the investment intermediaries the amounts pursuant to this procedure may be paid through a bank indicated by the issuing company or authorized by CD in case of a contract concluded between them.
3.13. The payment of the amounts to shareholders as per item 3.12 shall be performed in compliance to the provisions in items 3.5 – 3.9.
3.14. The amounts unpaid within 3 /three/ months by investment intermediaries or by the bank in the case pursuant to item 3.12 shall be returned to an account of CD, and it shall return them to the company, to an account announced in advance.