Paragraph 5: Sociétés d'investissement à capital fixe (closed-end investment companies)

A société d’investissement à capital fixe, known as a “SICAF”, is a public limited company whose purpose is to manage a portfolio of financial instruments, deposits and liquid assets, allowing direct or indirect diversification of investment risks, with the aim of enabling its shareholders to benefit from the results of this management. Except in the cases provided for in the Articles of Association, shares may not be redeemed by the…

The provisions of article L. 214-24-28 shall apply to AIFs covered by this paragraph.

The Board of Directors or the Management Board of the SICAF sets its investment strategy in accordance with conditions defined by decree. This strategy and the planned distribution policy are set out in the SICAF’s Articles of Association and reproduced in the annual report referred to in article L. 225-100 of the French Commercial Code. The investment strategy must be adhered to at all times. It may provide for the…

A SICAF is managed by a portfolio management company covered by article L. 532-9.

The SICAF may only make a public offer if the nominal value of the shares issued exceeds an amount set by decree. This condition does not apply if the SICAF intends to make a public offer as referred to in 1° of Article L. 411-2.

Notwithstanding articles L. 225-127 to L. 225-149-3 of the French Commercial Code, the Chairman of the Board of Directors or the Management Board of the SICAF may carry out a capital increase at any time under the conditions set out in the company’s Articles of Association. A SICAF may not issue shares at a price lower than the net assets per share without offering them in priority to its existing…

When their nominal amount is less than the threshold mentioned in article L. 214-130, the units or shares issued by the SICAF or a closed-end investment fund established under foreign law may not be marketed except to qualified investors mentioned in article L. 411-2, paragraph 1. However, when a non-French resident subscribes for or acquires shares in a SICAF in the course of marketing abroad, the investors to whom the…

Notwithstanding the provisions of Titles II and III of Book II and Title II of Book VIII of the French Commercial Code : 1° The shares are fully paid up as soon as they are issued; 2° Any contribution in kind is assessed under the responsibility of the Statutory Auditor; 3° Ordinary General Meetings may be held without a quorum being required. The same applies to Extraordinary General Meetings on…

Articles L. 224-1, L. 224-2, the second paragraph of article L. 225-68, the second paragraph of article L. 225-131, articles L. 225-258 to L. 225-270, L. 232-2 and L. 232-10 of the French Commercial Code do not apply to SICAFs.

The Articles of Association of the SICAF determine the duration of the accounting periods, which may not exceed twelve months. However, the first financial year may be for a different period but may not exceed eighteen months. Within six weeks of the end of each half-year, the SICAF shall draw up an inventory of its assets under the supervision of the Custodian. Within eight weeks of the end of each…