New French rules recently amended the regime of French SICAFs (société d’investissement à capital fixe - closed-ended funds) and listing of French and foreign closed-ended funds. Final implementing measures are expected shortly.
A SICAF must be incorporated as a société anonyme. A SICAF is however subject to less cumbersome rules than a normal société anonyme. A SICAF can also adapt its organisation and operations in a flexible way.
A SICAF is now required to have a management company and a depositary. As it is closed-ended, shareholders cannot redeem their shares at any time. Additional requirements are applicable to a SICAF: it is required to have a minimum amount of capital (this amount is yet to be determined), in order to be listed or to be subject to a public offer, shares will need to exceed a minimum amount of nominal value (which remains to be determined), the investment policy must be determined by the board of directors and published in the company’s articles and in its annual report, and a statutory auditor authorised by the AMF must be appointed.
A SICAF can be listed. If it is listed, a SICAF will be able to buy back on the market up to 10 per cent of its capital without shareholder’s approval (and up to 25 per cent of its capital provided that the shares trade at a discount of more than 10 per cent of the net asset value). The SICAF will not be allowed however to hold at any time more than 10 per cent of its capital. The Président of the SICAF is allowed to decide a capital increase (subject to conditions) without shareholders’ approval.
A foreign (non-French) closed-ended fund can now be listed in France provided that Euronext is satisfied that such fund is subject to rules at least equivalent to those applicable to French SICAF in relation to security of transactions, investor protection and liquidity.