French Monetary and Financial Code
In forceThe redemption by the SICAV of its shares and the issue of new shares may be temporarily suspended by the Board of Directors, the Management Board or the officers of the simplified joint stock company, when exceptional circumstances so require and if the interests of the shareholders or the public so dictate, in accordance with the conditions laid down in the company's Articles of Association.
In the same circumstances, where the sale of certain assets would not be in the shareholders' interest, the other assets may be transferred to a new SICAV. In accordance with article L. 236-21 of the French Commercial Code, the demerger is decided by the extraordinary general meeting of the SICAV's shareholders. Notwithstanding article L. 225-96 of the Commercial Code and 3° of article L. 214-24-31 of this Code, this meeting may be held without a quorum being required on first call. Notwithstanding article L. 214-24-48, this demerger is not subject to the approval of the Autorité des marchés financiers, but must be notified to it without delay. Each shareholder shall receive a number of shares in the new SICAV equal to the number of shares held in the old SICAV. The old SICAV is put into liquidation as soon as the transfer of assets has been completed. The conditions for the application of this paragraph shall be defined by decree.
The General Regulations of the Autorité des marchés financiers shall determine the other cases in which and the conditions under which the SICAV's Articles of Association may provide for the issue of shares to be suspended, in whole or in part, temporarily or permanently.
It also lays down the cases in which and the conditions under which the Sicav's Articles of Association may provide that the repurchase of shares be limited on a temporary basis when exceptional circumstances so require and if the interests of the shareholders or the public so dictate.
