Key Benefits:
Minister of Economy, Finance and Industry,
Monetary and financial, in particular Article L. 621-6;
In view of the letter from the Chairman of the Securities and Exchange Commission of 11 January 2002,
Stop:
Regulation n ° 2001-06 of the Securities and Exchange Commission amending Regulation n ° 94-05 on civil property investment companies governed by Act No. 70-1300 of 31 December 1970 as amended, annexed to this Order, is approved.
This Order and the Regulation that Shall be published in the Official Journal of the French Republic.
REGULATION No. 2001-06 OF THE COMMISSION BOURSE OPERATIONS AMENDING THE COMMISSION'S REGULATION No. 94-05 RELATING TO CIVIL SOCIETY PLACEMENT SOCIETIES IN THE LAW N ° 70-1300 DU 31 DECEMBER 1970 MODIFIED
The Commission on Stock Exchange Operations,
In view of the monetary and financial code, in particular Chapter I of Title II of Book VI, Section I of Chapter II of Title IV of Book VI and Section III of Chapter IV of Title I of Book II;
Due to Act No. 2001-602 of 9 July 2001 Direction de la forêt;
Vu le decree n ° 71-524 dated 1 July 1971 as amended relating to certain civil societies making public calls for savings;
In the light of Regulation No 94-05 on civil property investment corporations governed by Act No. 70-1300 of 31 December 1970, as amended, approved by order of 26 August 1994,
Decides:
Article 1
Article 8 of Regulation No 94-5 reads as follows:
In the event of a capital increase, before any measure of advertising for the subscription to the new shares and before any subscription to those shares, the issue of the new shares shall be the subject of a notice drawn up in the form specified by The statement and published, at least six days before the opening date of the subscription, to the Bulletin of mandatory legal announcements.
Prospectus, circulars, posters and advertisements in newspapers informing the public of the offer Divestment of parts or share issue must be very apparent:
1 ° Mention the insertion in the Bulletin of the mandatory legal announcements of the notice provided above in this article with reference to the number in which it Published;
2 ° Mention the existence of the information document provided for in Article L. 412-1 of the Monetary and Financial Code.
Companies which have opted for the variability of capital under the conditions laid down in Article L. 231-1 of the Code of Commerce shall publish a notice relating to the terms and conditions of subscription or withdrawal in any change of these terms (price, enjoyment ...), in accordance with the same terms and time limits as those provided for in the first paragraph
In the notice are also brought to the knowledge of the shareholders of shares at least six days before the date of opening of the subscription by ordinary letter. "
Article 2
Article 9 of the above regulation is worded as follows:
" In the event of the issuance of new shares, each policyholder must, in advance of the subscription, have received a complete record including:
-the company's articles;
-the current information note referred to by the Commission of Bursary operations, updated if any, printed in easily legible characters;
-the newsletter containing the instructions provided for in the instruction;
-the last annual report;
-the last bulletin Quarterly.
A subscription is recorded in a newsletter dated and signed by the policyholder or his agent, who writes in all letters the number of shares subscribed.
A copy of this bulletin is given to him. "
Article 3
Article 10 is modified as follows:
The fourth indent of the a is worded as follows:" The fixing of the price of issue of the shares and the establishment of the implementation price " ;
The third indent of the b: The animation of the market for the parts "is deleted.
Article 4
The second indent of Article 17 of the aforementioned Regulation is amended as follows:
" A commission of assignment, calculated on the amount of the transaction when the assignment is made from the register provided for in Article 28, or lump sum; ".
Article 5
Section V. 1 of the Chapter V entitled " From Units " Is replaced by a Chapter V, V. 1, entitled " Assignments ", written as follows:
" V. 1. DES CESSIONS
Article 27
For the purposes of this chapter:
The term " order referred to in Article L. 214-59 of the Monetary and Financial Code refers to any mandate for the purchase and sale of shares of SCPI addressed to the management company Or to an intermediary;
"Intermediary means any person other than the management company who, because of his or her professional activity, receives a warrant for buying or selling shares of SCPI;
The term" person means A natural or legal person.
Article 28
Purchase orders and sales orders are, on pain of invalidity, entered on a register kept at the head office of the company under the conditions set out in
It cannot be fixed for a period of validity on a sales order.
The recording of purchase orders or the sale of shares on a register of a civil society with variable capital investment is an appropriate measure for the Meaning of Article L. 214-59-II of the Monetary and Financial Code. The application of this measure shall entail the suspension of requests for withdrawal.
Article 29
The management company or intermediary shall be obliged to transmit to any person who requests it the Five lowest purchase prices and the five lowest selling prices on the register as well as the quantities requested and offered at these prices.
Upon receipt by the management company or the intermediary, the orders are the subject of A record for restoring the processing steps for each order and its various runs.
Article 30
The intermediary verifies before they are transmitted to the company Management that the orders have the characteristics set out in the statement.
The intermediary transmits the orders to the management company without first making the sum of the orders of the same direction and of the same limit or to compensate the purchase orders And sales.
Article 31
The management company may be covered by either:
-subordinate the recording of purchase orders to a disbursement of funds under the conditions set out in The statement;
-set a time limit for receipt of funds at the end of which the orders on the register are cancelled, if the funds are not paid. In this case, the funds must be received no later than the day before the execution price is established.
Article 32
The management company timeshare the orders that are forwarded to it after verifying They shall comply with the conditions of registration.
It shall record them in the register referred to in Article 28 in chronological order.
Article 33
The collective society shall ensure that The establishment of the execution price that there are no obstacles to the execution of the orders of sale.
In particular, it verifies that the assignor has sufficient powers to dispose of the shares it holds and the necessary quantity of shares for Honour its order of sale if it is executed.
Article 34
The collective society may, by reasoned decision and under its responsibility, suspend the recording of orders on the register after having
the suspension is motivated by the occurrence of an important event which, if known to the public, is likely to have a significant impact on the price of the shares or the And the rights of the partners, the management company shall cancel the orders on the register and shall individually inform its licensors or the intermediaries.
The management company shall ensure, by any appropriate means, the Full and effective dissemination of this reasoned decision in the public.
Article 35
The management company shall periodically, at regular intervals and at fixed time, establish a price Execution by confrontation of the orders placed on the register.
It lays down the periodicity according to which the execution prices are established without the latter being able to be more than three months or less than one working day. This periodicity is specified in the information note.
Article 36
Changing the periodicity must be driven by market constraints.
The management company has this Changes to the knowledge of the orders and intermediaries as well as the public at least six days before the effective date.
The terms and conditions for disseminating this information to the public are set out in the information note.
Article 37
The runtime price is the one to which the largest quantity of shares can be exchanged.
If multiple prices can, at the same time, be established on the basis of this first criterion, the price Is the one for which the number of unexchanged shares is the lowest.
If these two criteria would not have determined a single price, the run price is closest to the last run price Established.
The execution price and the quantities of shares exchanged shall be made public by any appropriate means on the day of the establishment of the price.
In the event of the inability to establish an execution price, the management company shall publish in the The same conditions as in the preceding paragraph the highest purchase price and the lowest selling price, accompanied by each of those prices of the proposed quantities.
Article 38
The orders Are executed as soon as the execution price is established and at this price.
The highest-priced purchase orders and the lowest priced orders of sale are the highest priority. At the same price limit, the orders are executed in chronological order of entry on the register.
The management company shall record the transactions thus performed without delay on the associated register.
Article 39
The management company shall make available to the public information on prices and quantities in the register of orders. It shall implement all means necessary to reduce the time limit:
-between the receipt of orders and their entry on the register;
-information from the donors or intermediaries.
It must justify the execution of the Orders and their transmission to principals and intermediaries.
Article 40
Intermediaries implement all necessary means to reduce the delay:
-between the Receipt and transmission of orders;
-information from their instructers.
They must justify the receipt of orders and their transmission to the principals and the management company.
Section 41
The supporting documents for the various steps referred to in sections 39 and 40 must be kept for a period of five years.
V. 2. RETIREMENT
Article 42
In civil real estate investment companies that have opted for capital variability, withdrawal requests are made to the management company by registered letter
They are, upon receipt, entered on the register of withdrawal requests and are satisfied in chronological order of registration.
Article 43
Company of Management of a company referred to in the previous section determines a withdrawal price.
The withdrawal offset by a subscription may not be made at a price above the underwriting price of the underwriting commission.
If the withdrawal Shall not be compensated, the refund shall not be made at a price greater than or below the realised value of 10 %, unless authorized by the Securities and Exchange Commission.
Article 44
In the event of a decrease in the withdrawal price, the management company informs by registered letter with a request for notification of receipt by the partners who have requested their withdrawal no later than the day before the effective date.
In the absence of a reaction On the part of the partners within 15 days from the date of receipt of the registered letter with acknowledgement of receipt, the request for withdrawal shall be deemed to be maintained at the new price. This information is contained in the notification letter.
Article 45
Emissions of new shares having the effect of increasing the capital as long as they exist on the Of the register provided for in Article 42, requests for withdrawal not satisfied at a price less than or equal to the subscription price. "
Article 6
As a result:
Division V. 2:" Repayment Fund ", becomes Division V. 3:" Reimbursement Funds " ;
Division V. 4: " Advertising and walking ", becomes Division V. 5:" Advertising and walking " ;
and items 36 to 42 become items 46 to 52.
Done at Paris, April 26, 2002.
Laurent Fabius
