French Monetary and Financial Code
In forceA société civile de placement immobilier may transfer its assets and liabilities by means of the demerger referred to in the first paragraph of article L. 214-118 to several undertakings for collective real estate investment or professional undertakings for collective real estate investment in the form of a real estate investment fund, a professional real estate investment fund, a société de placement à prépondérance immobilière à capital variable or a société professionnelle de placement à prépondérance immobilière à capital variable.
At least one month before the date of the general meeting called to vote on the demerger, a notice of the proposed demerger is published in the Bulletin des annonces légales obligatoires and filed with the clerk of the commercial court of the registered office of the société civile de placement immobilier. This notice shall include the following information
1° The reasons for, and aims and conditions of, the transfer of assets and liabilities by way of demerger ;
2° The draft articles of association or by-laws of the property investment funds or professional property investment funds involved in the transaction;
3° The valuation of the assets to be transferred to the undertakings for collective real estate investment or professional undertakings for collective real estate investment;
4° The share exchange ratios;
5° The planned amount of the demerger premium;
6° The planned demerger date.
The auditors of the société civile de placement immobilier draw up a report on the terms of the demerger and on the valuation of the assets to be transferred to the undertakings for collective real estate investment or professional undertakings for collective real estate investment. This report is sent to the shareholders at least fifteen days before the date of the General Meeting.
