The Central Registry performs journal re-entries of shares that are subject of sell-out in the process of take over in accordance with Article 18 of the Law on Joint Stock Companies Takeover („The Republic of Srpska Official Gazette“, nos. 65/08, 2/09 and 59/13).
A shareholder whose shares were sold in a sell-out process is entitled to cash compensation. The funds for payment of the compensation were paid by the offering party to the Central Registry special purpose account.
A shareholder is required to inform the Central Registry as soon as possible after learning about a sell-out of his shares, about the cash account number to which the funds to which he is entitled based on sell-out will be transferred from the special purpose account, unless the shareholder’s cash account number has been entered in the Central Registry system during some other procedure.
Transfer of shares of minority shareholders to the controlling shareholder/acquiring party has been laid down by provisions of Article 438 through 438d of the Companies Act and Article 90a of the Rulebook on Registration and Transfer of Securities.
A special purpose account has been created by the Central Registry for payment of the fee to minority shareholders; to this account the controlling shareholder/acquiring party pays an appropriate fee for all shares of all minority shareholders plus default interest accruing from the date of registration of the decision of shareholder meeting in the court register until the date of payment to the Central Register special purpose account. Immediately upon receipt of payment in the special purpose account, the Central Register starts ex officio payments to minority shareholders for which a bank account is registered in the Central Registry system. If the number of shareholder's cash account is not registered in the Central Registry system, a minority shareholder is required to notify the Central Registry of the cash account number as soon as possible.
It is noteworthy that pursuant to Article 440 of the Companies Act, the right to the payment of the cash fee and a possible balance in the price for shares bought out, becomes subject to the statute of limitations within three (3) years as of the day of registration of the decision on transfer of shares in the court register, i.e. as of the moment of the court decision becoming final. Following that the funds deposited as cash fee are transferred to the Republic of Srpska budget.