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 provisions of Statut des valeurs mobilières de 1947, partie 215—Securities Statue of 1947, part 215—are mentioned in the registration statement templates below: 144, 504, 505 (Ꞡ20,000,000), and 701
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.
Additionally, companies may apply to list on the Kaÿrdaq, Bourse de Détroit, or Bourse Lorraine. Of these, the Kaÿrdaq has the following tiers to choose from: Kaÿrdaq World Market and Kaÿrdaq Capital Market; and the Bourse de Détroit has the following tiers: SLC Dispatch Select, SLC Dispatch, and SLC Ambre.
Using Qurate Retail as an example, its common stock ("[name]" below) is divided into series A common stock and series B common stock ("[title]" below), with series A/B being "[classification]" below.
Primary offering by domestic issuer
# Form SN-1 filed by [Entity] [Date] **General information for filing** * Preliminary (to be removed upon final pricing) * “Statut des valeurs mobilières de 1947” refers to that law, in general. The following specific provisions of Part 215 thereunder will be referred to numerically hereafter: * Provision 144, which governs sales by non-underwriters, * Provision 504, which governs sales of any monetary amount to 35 or fewer investors, * Provision 505, which governs sales of less than Ꞡ20,000,000 with any number of buyers, and * Provision 701, which governs compensatory offers and sales to executives and employees * Outstanding common-level equity numbers herein reflect conversion of items such as employee stock options * Our fiscal year ends on [Date 1] **Price( range): (Ꞡ - )Ꞡ** **Corporate conversion** Currently, we are a Lorraine-Bajoran entreprise de promotion des investissements (EPI), or investment promotion company. On [Date 1], our securityholders approved an amendment to our [organizational document] to convert us into a Lorraine-Bahrain société boursière (SB), or stock market company. We are filing this prospectus with the Commission nationale des valeurs mobilières (CNVM) to enter our securities into the Système national d'enregistrement des valeurs mobilières (SNEVM) and list on the [Exchange](‘s [tier]) at a price of Ꞡ, which is the midpoint of the range set forth above. Upon this prospectus’ approval by the CNVM and our securities’ concurrent entry into the SNEVM, (Entity1)’s securityholders will become holders of (Entity2)’s securities on a one-to-one basis as follows and unless specified hereunder, thereby leaving us with an aggregate of [sec #1a] of our [name(title) nc(1)] and [sec #2a] of our [name(title) ng] outstanding: * an aggregate of [sec #1b] of our [name(title) nc(1)], which includes [sec #1c] of our [name(title) nc] in satisfaction of the distribution priority in respect of the [classification ng], from [title oc]; * an aggregate of [sec #2b] of our [name(title) ng], which includes [sec #2c] of our [name(title) ng] in satisfaction of the distribution priority in respect of the [name(title) nc(1)], from [name(title) og]; and * the right to receive an aggregate of [sec #1d] of our [name(title) nc(1)] upon the vesting of existing restricted units issued under the [year] Equity Plan. **Indebtedness** Currently, we have Ꞡ aggregate principle of debt, which consists of Ꞡ aggregate principle of [pc]% [debenture 1] due [year 1] (the “[Year 1 debentures]”) described below. **Private placement** On [Date 2], we issued [sec #] [securities] in a private placement of [title ng] in accordance with provision 504(505), for which we received proceeds of Ꞡ. *Year 1 debentures* Each holder of a [year 1 debenture] is entitled to a yearly interest payment of [pc]% for each Ꞡ1,000 of principle held until maturity. **The [action]** *Underwriters* Lead: Other: *Security info* Title of registered series: Amount registered: [sec #1a] [securities] [Title nc] outstanding before offering: [sec #1a] [securities] [Title nc] offered by us: [sec #1e] [securities] [Title nc] offered by selling shareholders: [sec #1f] [securities] [Title nc] outstanding after offering: [sec #1g] [securities] Proposed maximum aggregate price: Ꞡ Proposed [Exchange] symbol(s): **Unaudited [time span] financials** ([Title oc1] outstanding: [sec #1a] [securities] [Title oc2] outstanding: [sec #2a] [securities]) [Name oc] outstanding: [sec #3] [securities] Revenue: Ꞡ Net profit (loss): Ꞡ( -[Title op(1)]: Ꞡ Net profit (loss) applicable to [securities]: Ꞡ) or Ꞡ per [security] **Description of share capital** Our authorized share capital consists of [sec #4] [securities], Ꞡ par value per [security]. These [securities] are designated as (1) [sec #5] [name nc], which consist of (a) [sec #6] [title nc1], of which [sec #1a] shares are outstanding, (b) [sec #7] [title nc2], of which [sec #2a] shares are outstanding, (c) [sec #8] [title nc3], of which [sec #9] shares are outstanding, and (d) [sec #10] [title nc4], of which [sec #11] shares are outstanding, and (2) [sec #12] [name np], ([sec #13] shares of which have been designated as [title np] and are outstanding. We have no [name np] other than the [title np] designated or outstanding)of which no shares are designated or outstanding. But, we may designate and issue these shares at the discretion of our board of directors. The following is a summary of the material provisions of our [organizational document]. *Title ng* The holders of [title ng] are entitled to (num word) cumulative/statutory 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 [title nc1] are entitled to vote as a class to elect (num word) independent directors to the board of directors. The holders of [title nc1] 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 [title nc(1)] will be entitled to share ratably with all other classes of [name 2c] in the net assets of (Entity2a) upon liquidation after payment or provision for all liabilities. All [title ng] may be converted at any time into a like number of [title nc1] or [title nc3] at the option of the holder of such shares. However, [title nc1] cannot be converted into [title nc2]. **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 [securities] or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our [securities] in the public market, or the perception that such sales may occur, could adversely affect the market price of our [securities] 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(title) oc(1)] and [title oc2] outstanding as of [Date 3] and after giving effect to the corporate conversion, we will have an aggregate of [sec #1g] of our [name(title) nc(1)] outstanding and [sec #2a] of our [title nc2] outstanding. Of these, our [securities] [action] hereby will be freely tradable without restriction or further registration. Our remaining [name(title) nc(1)] and our [title nc2] will be “restricted securities”, as that term is defined in provision 144 of Part 215. These restricted securities are eligible for public sale only if they are registered under the Statut des valeurs mobilières de 1947 or if they qualify for an exemption from registration under provisions 505 or 701 of Part 215, which are summarized above. 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 [sec #1h] of our [name(title) nc(1)] will be available for sale in the public market, subject in some cases to applicable volume limitations under provision 144 of Part 215. *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(title) nc(1)] or [title nc2], options to acquire our [name(title) nc(1)] or any securities convertible into or exercisable or exchangeable for [name(title) nc(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 “Underwriters.”
Primary offering by foreign issuer
# Form E-1 filed by [Entity] [Date] **General information for filing** * Preliminary (to be removed upon final pricing) * “Statut des valeurs mobilières de 1947” refers to that law, in general. The following specific provisions of Part 215 thereunder will be referred to numerically hereafter: * Provision 144, which governs sales by non-underwriters, * Provision 504, which governs sales of any monetary amount to 35 or fewer investors, * Provision 505, which governs sales of less than Ꞡ20,000,000 with any number of buyers, and * Provision 701, which governs compensatory offers and sales to executives and employees * Outstanding common-level equity numbers herein reflect conversion of items such as employee stock options * Our fiscal year ends on [Date 1] * Delete this note and any other nonessential information before submission * Adjust “description of share capital” below as needed * “[title nc(num)]”relates to issued common equity; “[title ng(num)]” relates to any other issued equity; and “[title np(num)]” relates to issued preferred equity * Repeat “Title ng” and “Year 1 debentures” if and as needed * Replace “¤” with your currency’s symbol * Par value is the lowest price at which equity can be issued and may be unnecessary, depending on domicile **Price( range): (Ꞡ - )Ꞡ** **(Entity) conversion** Currently, we operate as a (native 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 (native name, if English isn’t spoken) (ABBR3), or (English translation), under the applicable provisions of (ABBR2) and be known as (Entity) (“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 [sec #] of our [title nc], [sec #] of our [title ng], and options to purchase our [classification nc] as follows: * holders of our [title oc], will receive an aggregate of [sec #] of our [title nc], which includes [sec #] of our [title nc] in satisfaction of the distribution priority in respect of the [title ng]; * holders of our [title og], will receive an aggregate of [sec #] of our [title ng], which includes [sec #] of our [title ng] in satisfaction of the distribution priority in respect of the [title nc]; * existing restricted units issued under the [year] Equity Plan will be converted into the right to receive an aggregate of [sec #] of our [title nc] upon the vesting thereof. **Indebtedness** Currently, we have ¤ aggregate principle of debt, which consists of ¤ aggregate principle of [pc]% [debenture 1] due [year 1] (the “[Year 1 debentures]”) described below. **Private placement** On [Date 1], we issued [sec #] [securities] in a private placement of [title ng] in accordance with provision 504(505), for which we received proceeds of ¤. *Year 1 debentures* Each holder of a [year 1 debenture] is entitled to a yearly interest payment of [pc]% for each ¤1,000 of principle held until maturity. **The [action]** *Underwriters* Lead: Other: *Security info* Title of registered series: Amount registered (use for direct listings): [sec #] [securities] [Title nc] outstanding before offering (only if underwriters is used above): [sec #] [securities] [Title nc] offered by us (only if underwriters is used above): [sec #] [securities] [Title nc] offered by selling shareholders (only if underwriters is used above): [sec #] [securities] [Title nc] outstanding after offering (only if underwriters is used above): [sec #] [securities] Proposed maximum aggregate price: Ꞡ Proposed [Exchange] symbol(s): **Unaudited [time span] financials** [Securities] outstanding: [sec #] [securities] Revenue: ¤ Net profit (loss): ¤ ( -Preferred [securities]: ¤ Net profit (loss) applicable to [securities]: ¤) or ¤ per [security] **Description of share capital** Our authorized share capital consists of (1) [sec #] [classification nc], ¤ par value per share,( which consist of (a) [sec #] [title nc1], of which [sec #] shares are outstanding, (b) [sec #] [title nc2], of which [sec #] shares are outstanding, (c) [sec #] [title nc3], of which [sec #] shares are outstanding, and (d) [sec #] [title nc4],) of which [sec #] shares are outstanding, and (2) [sec #] [classification 2p], par value ¤ per share, ([sec #] shares of which have been designated as [title np] and are outstanding. We have no [classification 2p] other than the [title np] designated or outstanding)of which no shares are designated or outstanding. But, we may designate and issue these shares at the discretion of our board of directors. The following is a summary of the material provisions of our [organizational document]. *Title ng* The holders of [title ng] 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 [title nc1] are entitled to vote as a class to elect (num word) independent directors to the board of directors. The holders of [title nc1] 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 [title nc(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 [title ng] may be converted at any time into a like number of [title nc1] or [title nc3] at the option of the holder of such shares. However, [title nc1] cannot be converted into [title nc2]. **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 [securities] or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our [securities] in the public market, or the perception that such sales may occur, could adversely affect the market price of our [securities] 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 [title oc1] and [title oc2] outstanding as of [Date 2] and after giving effect to the corporate conversion, we will have an aggregate of [sec #] of our [title nc1] outstanding and [sec #] of our [title nc2] outstanding. Of these, our [securities] [action] hereby will be freely tradable without restriction or further registration. Our remaining [title nc(1] and our [title nc2] will be “restricted securities,” as that term is defined in provision 144 of Part 215. These restricted securities are eligible for public sale only if they are registered under the Statut des valeurs mobilières de 1947 or if they qualify for an exemption from registration under provisions 505 or 701 of Part 215, which are summarized above. 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 [sec #] of our [title nc] will be available for sale in the public market, subject in some cases to applicable volume limitations under provision 144 of Part 215. *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 [title nc1] or [title nc2], options to acquire our [title nc1] or any securities convertible into or exercisable or exchangeable for [title nc1], 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 “Underwriters.”
Secondary Offering
**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** *Underwriters* Lead: Other: *Security info* Title of registered series: Amount registered: [sec #] [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 4]. Each class of shares has a Ꞡ par value. There are [sec #] [title 1] authorized with [sec #] issued and outstanding as of [Date]. There are [sec #] [title 2] authorized with [sec #] shares issued and outstanding as of [Date]. There are [sec #] [title 3] authorized with [sec #] shares issued and outstanding as of [Date]. There are [sec #] [title 4] authorized with [sec #] shares issued and outstanding as of [Date]. Finally, there are [sec #] 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 [title 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 [title 1] entitles its holder to (num word) statutory/cumulative vote(s) and each share of [title 2] entitles its holder to (num word) statutory/cumulative vote(s). The holders of [classification 3] and [title 4] are not entitled to vote on any matters. The holders of [title 1] can convert such shares into shares of [classification 3] or [title 4]. Subject to certain limitations, the holders of [title 2] can convert such shares into shares of [title 1]. The holders of [title 3] can convert such shares into shares of [title 1]. The holders of [title 4] have no such conversion rights. **Listing** Our [name(title) g] is traded on the [Exchange]('s [tier]) 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: Acquiree'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(title) c(1)] * [name(title) 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, Bourse de Détroit, or Bourse Lorraine 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)