Stock options: "Warrants for shares of entrepreneurs" (BCE)

Extraits

[...] Stock options : Bons de souscription de parts de créateurs d'entreprise (BCE) The business founders' subscription certificates (bons de créateurs d'entreprises) are a variety of stock options. They consist of untransferable certificates that give their beneficiaries the right to subscribe to securities representing a portion of the company's capital, at a fixed price. They benefit of tax facilities. Conditions - It must be either a société anonyme (limited liability company), a société anonyme simplifiée (simplified limited liability company) or a société en commandite par action specific type of company with two categories of shareholders) - The company issuing the BCEs must be incorporated for less than 15 years: - It must be a new company, not the result of a merger, a restrucuration, or an acquisition - The company must be taxpayer of the corporation tax in France - The capital of the company must be held directly and permanently, for at least by physical persons, or legal entity held by physical persons. [...]

[...] In case of a dismissal, since the BCEs are similar to stock options, the same solution should apply. If the board restricted the subscription time for the period the employee is still with the company, the employee should not be able to exercise his rights to receive shares of the company after he left the company, either if he resigned of was dismissed, if he was acknowledged of the conditions. But if in case of an unfair dismissal that restrained him to exercise his rights, the dismissed employee may be allocated damages. [...]

[...] Contractual undertaking The contractual undertaking rule the conditions of sale of the shares delivered pursuant to the exercise of a BCE. In the contractual undertaking, the beneficiaries declared to have acknowledged the conditions of the issuance and exercise of the BCEs, and of the preferred allocation of the sale price conditions (Annexe B). Each holder of BCEs gave to the company promoters and the investors a pre- emption right on the company shares he held, and therefore must notify to them his intention to sell his shares. [...]

[...] The holder of BCEs agreed to sell their shares if one or several holders, holding together more than 66% of the share capital, decided to sell their shares. The sale will be at the price and conditions offered by the buyer and accepted by the vendors. The vendors must notify his acceptance of the offer at least 30 days before the provided sell day. If at this time a BCEs' holder still holds not exercised BCEs, on demand of the buyer, he agreed either to exercise the BCEs or to renounce to them which therefore will be considered as void. [...]

[...] The price is fixed by the extraordinary shareholders' meeting the day of the allocation of the BCEs. Beneficiaries Only employees and salaried officers of the issuing company are eligible to receive BCEs. The BCEs are untransferable ( For these reasons, the Board of directors, in the minutes of the meeting held January mentions its will to reduce the number of remaining BCE and to authorized the board to allocate the same number of ordinary warrants at the same conditions to the employees of Screentonic UK. This proposal will be submitted to the next shareholders' meeting. [...]