Commission nationale des valeurs mobilières (CNVM)
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The Commission nationale des valeurs mobilières (CNMV), or National Securities Commission, is Bajor-Lorraine's securities regulator. Thus, companies wishing to trade, or trading, on the Kaÿrdaq, or other exchanges in Bajor-Lorraine, must file the forms below with the CNMV. Filers may add amendments to the forms below, whch are identified with "/A".
The following rules are mentioned in the registration statement templates below: 308, 666, 667, 668, and 863
Registration statements
I'm putting the requirement to mention whether common-level securities have cumulative, statutory, or no voting rights here because the links wouldn't have appeared in the applicable code blocks.
Primary offering
# Form SN-1 filed by [Entity] [Date] **General information for filing** *All entities* * Preliminary (to be removed upon final pricing) * Outstanding common-level equity numbers herein reflect conversion of items such as employee stock options * Delete this note and any other nonessential information before submissionAdjust “description of share capital” below as needed * “[name(classification) (num)c]”relates to issued common equity; “[name(classification) (num)g]” relates to any other issued equity; and “[name(classification) 2p]” relates to issued preferred equity * Repeat “Name(classification) 2g” and “Year 1 debentures” if and as needed * Par value is the lowest price at which equity can be issued and may be unnecessary, depending on domicile * Number of issued securities may be provided as a maximum currency amount on registrations other than the first filed by the same entity *Foreign entities-only* * Replace “SN” with “E” * Replace “Ꞡ” with your currency’s symbol **Price( range): (Ꞡ - )Ꞡ** **(Entity) conversion** Currently, we operate as a (local name, if English isn’t spoken) (ABBR1), or (English translation), known as (Entity 1) organized under (applicable Jurisdiction Law) (ABBR2). Prior to the effectiveness of this registration statement, we will convert into a (local name, if English isn’t spoken) (ABBR3), or (entity), under the applicable provisions of (ABBR2) and be known as (Entity 2) (“the (entity) conversion”). As part of the (entity) conversion, based on the assumed initial offering price of Ꞡ , which is the midpoint of the price range set forth above, all of our outstanding [securities] will be converted into an aggregate of ( ) of our [name(classification) 2c], of our [name(classification) 2g] and options to purchase our [name(classification) 2c] as follows: * holders of our [name(classification) 1c], will receive an aggregate of ( ) of our [name(classification) 2c], which includes of our [classification 2c] in satisfaction of the distribution priority in respect of the [classification 2g]; * holders of our [name(classification) 1g], will receive an aggregate of ( ) of our [name(classification) 2g], which includes of our [classification 2g] in satisfaction of the distribution priority in respect of the [classification 2c]; * existing restricted units issued under the [year] Equity Plan will be converted into the right to receive an aggregate of ( ) of our [name(classification) 2c] upon the vesting thereof. **Private placement** On [Date 1], we issued [securities] in a private placement of [name(classification) 2g] in accordance with rule 666(667/668(a/b)), for which we received proceeds of Ꞡ . **Indebtedness** Currently, we have Ꞡ aggregate principle of debt, which consists of (a) Ꞡ aggregate principle of % [debenture 1] due [year 1] (the “[Year 1 debentures]”) described below and (b) Ꞡ aggregate principle of % [debenture 2] due [year 2] (the “[Year 2 debentures]”) described below. *Year 1 debentures* Each holder of a [year 1 debenture] is entitled to a yearly interest payment of % for each Ꞡ1,000 of principle held until maturity. **The offering** (Co-)Book runner(s): Other underwriter(s): [Series] offered by us: [securities] [Series] offered by selling shareholders: [securities] [Series] outstanding after offering: [securities] Proposed Kaÿrdaq symbol(s): **Unaudited [time span] financials** [Securities] outstanding: [securities] Revenue: Ꞡ ( -Preferred [securities]: Ꞡ Net profit (loss) applicable to common [securities]: Ꞡ ) or Ꞡ per [security] **Description of share capital** Our authorized share capital consists of (1) [name(classification) 2c], Ꞡ par value per share, which consists of (a) [classification 2c1], of which shares are outstanding, (b) [classification 2c2], of which shares are outstanding, (c) [classification 2c3], of which shares are outstanding, and (d) [classification 2c4], of which shares are outstanding, and (2) [name 2p], par value Ꞡ per share, shares of which have been designated as [classification 2p] and are outstanding. We have no [name 2p] other than the [classification 2p] designated or outstanding. The following is a summary of the material provisions of our [organizational document]. *Name(classification) 2g* * The holders of [name(classification) 2g] are entitled to (num word) vote(s) for each share held on all matters voted upon by stockholders, including the election of directors and any proposed amendment to the [organizational document]. The holders of [classification 2c1] are entitled to vote as a class to elect (num word) independent directors to the board of directors. The holders of [classification 2c1] will be entitled to such dividends as may be declared at the discretion of the board of directors out of funds legally available for that purpose. The holders of [name(classification) 2c(1)] will be entitled to share ratably with all other classes of [name 2c] in the net assets of (Entity 1) upon liquidation after payment or provision for all liabilities. All [classification 2g] may be converted at any time into a like number of [classification 2c1] or [classification 2c3] at the option of the holder of such shares. However, [classification 2c1] cannot be converted into [classification 2c2]. **Shares eligible for future sale** Immediately prior to this offering, there was no public market for our [securities], and no predictions can be made about the effect, if any, that market sales of our [name(classification) 2c(1)] or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our [name(classification) 2c(1)] in the public market, or the perception that such sales may occur, could adversely affect the market price of our [name(classification) 2c(1)] and could impair our ability to raise capital through future sales of our securities. Upon the closing of this offering, based on the number of our [name(classification) 1c(1)] and [classification 1c2] outstanding as of [Date] and after giving effect to the corporate conversion, we will have an aggregate of ( ) of our [name(classification) 2c(1)] outstanding and of our [classification 2c2] outstanding. Of these our [name(classification) 2c(1)], all of the shares sold in this offering will be freely tradable without restriction or further registration. Our remaining [name(classification) 2c(1)] and our [classification 2c2] will be “restricted securities,” as that term is defined in Rule 308 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 308 or 863 under the Securities Statute, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, we estimate that approximately of our [name(classification) 2c(1)] will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 308. *Lock-up and market standoff agreements* All of our directors, executive officers and substantially all of our security holders are subject to lock-up agreements or market standoff provisions that, subject to certain exceptions, prohibit them from directly or indirectly offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to purchase, granting any option, right or warrant to purchase or otherwise transferring or disposing of any of our [name(classification) 2c(1)] or [classification 2c2], options to acquire our [name(classification) 2c(1)] or any securities convertible into or exercisable or exchangeable for [name(classification) 2c(1)], whether now owned or hereafter acquired, or entering into any swap or any other agreement or any transaction that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership, for a period of 180 days following the date of this prospectus, without the prior written consent of (Entity 2)( or (Entity 3)). See the section entitled “(Co-)Book runner(s).”
Secondary offering
# Form SN-5 filed by [Entity] [Date] **General information for filing** *All entities* * Preliminary (to be removed upon final pricing) * Outstanding common-level equity numbers herein reflect conversion of items such as employee stock options * Delete this note and any other nonessential information before submission * Adjust “description of share capital” below as needed * “[name(classification) (num)c]”relates to issued common equity; “[name(classification) (num)g]” relates to any other issued equity; and “[name(classification) 2p]” relates to issued preferred equity * Repeat “Name(classification) 2g” and “Year 1 debentures” if and as needed * Par value is the lowest price at which equity can be issued and may be unnecessary, depending on domicile * Number of issued securities may be provided as a maximum currency amount on registrations other than the first filed by the same entity *Foreign entities-only* * Replace “SN” with “E” * Replace “Ꞡ” with your currency’s symbol **The offering** Book runner: Other underwriter(s): Title of registered series: Amount registered: [securities] or Ꞡ Proposed maximum unit price (only if securities is used above): Ꞡ Proposed maximum aggregate price: Ꞡ **Share capital** The Company's amended and restated [organizational document] provides for (num word) series of [name c]: [classification 1]; [classification 2]; [classification 3]; and [classification 2]. Each class of shares has a Ꞡ par value. There are [classification 1] shares authorized with issued and outstanding as of [Date]. There are [classification 2] shares authorized with shares issued and outstanding as of [Date]. There are [classification 3] shares authorized with shares issued and outstanding as of [Date]. There are [classification 4] shares authorized with shares issued and outstanding as of [Date]. Finally, there are shares of [name p] authorized with a par value of Ꞡ . However, no [name p] were outstanding as of [Date] or are currently outstanding. The shares being offered under this prospectus and registration statement are [classification 1]. Generally, except as summarized below, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each [classification 1] entitles its holder to (num word) statutory/cumulative vote(s) and each share of [classification 2] entitles its holder to ten votes. The holders of [classification 3] and [classification 4] are not entitled to vote on any matters. The holders of [classification 1] can convert such shares into shares of [classification 3] or [classification 4]. Subject to certain limitations, the holders of [classification 2] can convert such shares into shares of [classification 1]. The holders of [classification 3] can convert such shares into shares of [classification 1]. The holders of [classification 4] have no such conversion rights. **Listing** Our [name(classification) g] is traded on the Kaÿrdaq under the symbol "(SYMB)."
Securities issued in a business combination
# Form SN-6 filed by [Entity] [Date] **General information for filing** *All entities* * Preliminary (to be removed upon closure) * Delete this note and any other nonessential information before submission * Include all relevant information in series description and repeat each level for each series of that level registered *Foreign entities-only* * Replace “SN” with “E” * Replace “Ꞡ” with your currency’s symbol **The transaction** *Parties* Acquirer’s name: Acquired’s name: *Terms* (Entity 1) (“Short 1”) is interested in purchasing all of (Entity 2)’s (“Short 2”) outstanding shares in a transaction involving both Short 1’s ordinary shares and cash, in which Short 1 will pay the purchase price in a combination of (num) [securities] (Ꞡ or €) per [security] with cash in lieu of fractional [securities]—bringing to total price to Ꞡ [amount] (€ [amount]) in stock and cash. *Registered securities* * [name(classification) c(1)] * [name(classification) p(1)] * [Debt]
Withdraw
# Form IR filed by [Entity] [Date] **General information for filing** * Delete this section before submission * Repeat the bracketed info for each affected series * "IR" will be appended with "-BNV" if filed by the Kaÿrdaq Issuer name: Trading venue name: [Series description (symbol)]
Current events
# Form SN-8 filed by [Entity] [Date] **General information for filing** *All entities* * Make applicable changes based on reason for filing, such as removal of item 8.02 for financial reports * Outstanding common-level equity numbers herein reflect conversion of items such as employee stock options * Our fiscal year ends on [Date 1] *Foreign entities-only* * Replace “SN” with “E” * Replace “Ꞡ” with your currency’s symbol **Item 8.01: Résultats des opérations** **Share capital** The Company's Amended and Restated Certificate of Incorporation provides for (num word) series of [name c]: [classification 1]; [classification 2]; [classification 3]; and [classification 2]. Each class of shares has a Ꞡ par value. There are [classification 1] shares authorized with issued and outstanding as of [Date]. There are [classification 2] shares authorized with shares issued and outstanding as of [Date]. There are [classification 3] shares authorized with shares issued and outstanding as of [Date]. There are [classification 4] shares authorized with shares issued and outstanding as of [Date]. Finally, there are shares of [name p] authorized with a par value of Ꞡ . However, no [name p] were outstanding as of [Date] or are currently outstanding. The shares being offered under this prospectus and registration statement are [classification 1]. Generally, except as summarized below, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each [classification 1] entitles its holder to (num word) statutory/cumulative vote(s) and each share of [classification 2] entitles its holder to ten votes. The holders of [classification 3] and [classification 4] are not entitled to vote on any matters. The holders of [classification 1] can convert such shares into shares of [classification 3] or [classification 4]. Subject to certain limitations, the holders of [classification 2] can convert such shares into shares of [classification 1]. The holders of [classification 3] can convert such shares into shares of [classification 1]. The holders of [classification 4] have no such conversion rights **Results** Revenue: Ꞡ Net income (loss): Ꞡ -Preferred: Ꞡ Net income (loss) (common): Ꞡ or Ꞡ per [security] **Item 8.02: D'autres évènements**
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(Reserved for future use due to ongoing restructuring of prospectus template)
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(Reserved for future use due to ongoing restructuring of prospectus template)