a. Prior to the Public Offering or Sales to Qualified Investors

During that period, it is necessary to obtain a permission from the Capital Markets Board (CMP) to transfer preferential shares regardless of the ratio or transfer shares representing ten percent of the VCIT’s capital or more. It is strictly forbidden to register any share transfer with the share book if that transfer is in breach of that provision. If said share transfer has already been registered with the share book, then such transfer shall be null and void. In the case of such a share transfer, a new shareholder shall have to meet certain mandatory conditions applicable for the VCIT shareholders other than the following requirement set out in Article 6 of the Communique: “The transferee shall have such financial solvency and strength to cover the capital amount subscribed by him and to inject such funds required for the Trust free of collusion and from its business, industrial and other legitimate operations.” Likewise, in the case of a less than 10% share acquisition, new shareholders (transferees) are required to send to the CMB any documents evidencing that they meet the conditions for shareholding in addition to the one above within 10 business days following the share transfer.

b. After the Public Offering or Sales to Qualified Investors

  • During this period, those shareholders holding the shares which vest the right to control the management of the VCIT are required –as specified above- to meet certain mandatory conditions applicable for the VCIT shareholders other than the following requirement set out in Article 6 of the Communique: “The transferee shall have such financial solvency and strength to cover the capital amount subscribed by him and to inject such funds required for the Trust free of collusion and from its business, industrial and other operations.”
  • A permission from the CMB must be obtained during this period to transfer preferential shares vesting the controlling rights in management. If a control over the management is secured via non-preferential shares, shareholders holding these shares are required to submit to the CMB such documents required to evidence that they meet these conditions and this submission shall be made within 10 business days following the share acquisition.
  • Where a shareholder holding the shares granting the control over the management fails to meet those conditions above during this period, he is obliged to dispose of those shares within three months from the date on which he fails to meet those requirements at the latest.
  • If, in the case of a transfer of the preferential shares allowing the acquisition of control over management, a mandatory share purchase offer should be made for those shareholders who shall take over preferential shares, the said shareholders are required to have the financial solvency to purchase the shares held by other shareholders.,
  • It is strictly forbidden to register any share transfer with the share book if that transfer is in breach of that provision. If said share transfer has already been registered with the share book, then such transfer shall be null and void.

c. Transfer by the Leading Investor of its share in the VCIT

This is specifically regulated in the Communiqué. According to the applicable regulation. The leading investor may not transfer those shares granting control over management in the trust in the case of no preferential shares issued by the trust, or those shares representing minimum twenty five percent of the capital, including the majority of the preferential shares those shares granting control over management in the trust in the case of any preferential share issued by the trust to a third party for two years following the expiry of the sales period in a public offering of the shares representing minimum free float rate that should be reached pursuant to the first paragraph of Article 11 of the Communique (Article 16/7).