Securities giving access to capital
LexInter | November 2, 2002 | 0 Comments

SECURITIES GIVING ACCESS TO THE CAPITAL

Securities giving access to capital

Sub-section 1

Bonds with share subscription warrants

Art. L. 212-7. –
The rules concerning the issue of bonds with share subscription warrants are set by Articles L. 225-150 to L. 225-158 of the Commercial Code.

Subsection 2

Bonds convertible into shares

Art. L. 212-8. –
The rules relating to bonds convertible into shares are set by Articles L. 225-161 to L. 225-167 of the Commercial Code.

Sub-section 3

Bonds exchangeable for shares

Art. L. 212-9. –
The issue of bonds exchangeable for shares by companies whose shares are admitted to trading on a regulated market is provided for by Article L. 225-168 of the Commercial Code.

Subsection 4

Securities issued in representation of a share of capital

Art. L. 212-10. –
A joint stock company may issue securities representing a portion of the capital under the conditions set by Articles L. 228-91 to L. 228-97 of the Commercial Code.

Sub-section 5

Investment certificates and voting right certificates

Art. L. 212-11. –
The rules relating to investment certificates and voting right certificates are set by the provisions of Articles L. 228-30 to L. 228-35 of the Commercial Code.

Art. L. 212-12. –
In order to ensure the equality of holders of investment certificates or voting rights certificates and the transparency of the market, the general regulations of the Financial Markets Council determine:
1o The conditions applicable to the procedures for public offerings and withdrawal request relating to investment certificates or voting right certificates admitted to trading on a regulated market or which have ceased to be traded on a regulated market, when the majority shareholder (s) of the company issuing these certificates hold alone or in concert within the meaning of the provisions of Article L. 233-10 of the Commercial Code a specific fraction of the capital and voting rights;
2o The conditions under which, at the end of a public offer or withdrawal request procedure, investment certificates or voting rights certificates not presented by their holders, if they do not represent more than 5% of the capital or of the voting rights are transferred to the majority shareholders at their request, and the holders indemnified; the valuation of securities made according to the objective methods used in the event of disposal of assets, takes into account, according to an appropriate weighting in each case, the value of the assets, the profits made, the market value, the existence of subsidiaries and business prospects. Compensation is equal, per security, to the result of the aforementioned valuation or, if it is higher, to the price offered during the offer or request for withdrawal. The amount of compensation due to unidentified holders is recorded.

Section 3

Special regimes for access to capital

in favor of salaried staff

Sub-section 1

Employee profit-sharing and participation

to the company’s results

Art. L. 212-13. –
The rules relating to employee profit-sharing in the company appear in Chapter I of Title IV of Book IV of the Labor Code.

Art. L. 212-14. –
The rules relating to employee participation in the company’s results appear in Chapter II of Title IV of Book IV of the Labor Code.

Subsection 2

Capital increase operations

Art. L. 212-15. –
Companies may carry out capital increases by issuing shares reserved for employees under the conditions and according to the procedures set out either in Articles L. 225-187 to L. 225-197 of the Commercial Code or in Articles L. 443-5 of the Labor Code and L. 225-138 of the Commercial Code.

Sub-section 3

Stock subscription or purchase options

Art. L. 212-16. –
Options giving the right to subscribe or purchase shares may be granted under the conditions and according to the procedures set by Articles L. 225-177 to L. 225-186 of the Commercial Code.

Subsection 4

Company founders’ share subscription warrants

Art. L. 212-17. – Company
creator share subscription warrants may be allocated under the conditions and according to the methods provided for in article 163 bis G of the general tax code.

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