Important reminder
The purpose of this notice is to set out the procedures for investor consultations. Investors must deliberate on all measures designed to protect their common interests and on any proposal to amend the contract for the issue of bonds.
In this respect, we would remind you that it is important to participate actively in this decision-making process, as some of these decisions may have a significant impact on your investment.
As the investors' representative, we are often called upon to consult you in order to obtain your approval on various matters, including amendments to the contract of issue or legal action. These consultations play an essential role in the interaction between you and the operator and ensure the transparency and legitimacy of the decisions taken.
The purpose of this note is to set out the various procedures for consulting investors, as defined by the issue contract and the applicable legislation.
There are two types of consultation: written consultations and general meetings at which investors meet in person. However, given the large number of investors we represent, written consultation remains our preferred method of consultation.
1. Provisions and stipulations relating to general meetings and written consultations
a. Legal provisions
Article L. 228-46 of the French Commercial Code provides that "bondholders of the same issue shall be grouped by operation of law, for the defence of their common interests, into a "masse" which shall have civil personality "*. This provision allows investors to be automatically grouped together to defend their common interests.
Article L. 228-46-1 of the French Commercial Code provides that "Decisions of the bondholders' group shall be taken at general meetings. However, such decisions may also be taken following a written consultation, including by electronic means, if the contract of issue so provides and in accordance with the timeframe and form defined therein. "
Article L. 228-98 of the French Commercial Code stipulates that "On first call, the meeting may only validly deliberate if the shareholders present or represented own at least one-fifth of the shares [of the bonds] with voting rights. The Articles of Association may provide for a higher quorum. On second call, no quorum is required ".
Article L. 228-65 II of the French Commercial Code states that "The General Meeting deliberates under the quorum conditions provided for in the second paragraph of Article L. 225-98. It shall act by a majority of two-thirds of the votes held by the holders present or represented. "
b. Contractual provisions
The clause "Consultation of the Masse " in the contract of issue sets out the rules relating to general meetings and consultations as follows:
(i) In the case of a General Meeting:
- Notices of meetings will be sent by the Representative of the Masse to the Noteholders either by ordinary letter, registered letter with acknowledgement of receipt or by electronic means. The notice must be sent at least eight (8) calendar days before the date of the said meeting.
- The meeting shall be validly held on first call only if the Bondholders present or represented at the meeting own at least one fifth of the Bonds. If this proportion is not reached, the Bondholders will be convened a second time and no minimum threshold will be required.
- Resolutions will be passed by a two-thirds majority of the votes cast by Bondholders. It should be noted that one Bond is worth one vote.
(ii) In the case of a written consultation :
- Notices of meetings will be sent by the Representative of the Masse to the Noteholders by e-mail. Noteholders will then have a period of eight (8) calendar days from the date on which such notice is sent to vote on the proposed resolutions. In this case, Unitholders may reply by e-mail or by post.
- Decisions will be validly taken on first consultation if the Noteholders who have responded own at least one-fifth of the Bonds. If this proportion is not reached, the Noteholders will be consulted a second time without any minimum threshold being necessary.
- Resolutions will be adopted by a two-thirds majority of the votes cast by the Bondholders. It should be noted that one Bond is worth one vote.
- For information purposes, any resolution adopted by written consultation will have the same effect as a resolution adopted at a general meeting.
2. ClubFunding process for sending out written consultations
In practice, investors are consulted in writing by means of an email sent on Friday at 2:00 pm notifying them that "consultations are available in their monitoring areas".
Investors thus have access to the following documents in their respective project tracking areas and in particular :
(i) a legal document entitled "Convocation" which sets out :
- all the elements of the file and the context of the negotiations,
- the deadline by which investors must vote (8 working days, depending on the case);
- the rules governing quorum (1/5th) and majority (2/3);
- the resolutions to be put to the vote
(ii) any useful documents relating to the notice of meeting;
(iii) the draft resolutions to be put to the vote; and
(iv) a summary of the issues involved in the consultation, including ClubFunding's contact details.
3. Advantages of written consultations
There are several advantages to written consultations:
They allow a larger number of investors to participate, regardless of their geographical location.
They provide a written record of the deliberations and decisions taken, facilitating documentation and subsequent communication.
They provide maximum clarity and precision on the terms of the consultation.