2011-06-15
Added · Updated
The Prudential Control Authority mandates that notifications for acquiring or extending participation in insurance or reinsurance undertakings be submitted using the standardized form attached to Instruction No. 2011-I-05. Applicants must provide two copies of the completed dossier, including specific documents regarding the acquirer's identity, reputation, financial situation, and the target company's structure. The instruction establishes detailed requirements for disclosure based on participation thresholds, specifically distinguishing between holdings below 20%, those between 20% and 50%, and those resulting in a change of control.
PRUDENTIAL CONTROL AUTHORITY Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking
The Prudential Control Authority, Having regard to the Insurance Code, particularly Articles L. 322-4, R. 322-11-1 to R. 322-11-5, and A. 322-1; Having regard to the Monetary and Financial Code, particularly Article R. 612-21; Having regard to the opinion of the Prudential Affairs Consultative Committee dated May 26, 2011; Decides:
Article 1 The notifications provided for in the first paragraph of Article L. 322-4 and in Article R. 322-11-1 of the Insurance Code must be carried out in accordance with the standard form annexed to this instruction.
Article 2 The notification dossier must be sent in two copies to the following address: General Secretariat of the Prudential Control Authority 61, rue Taitbout 75436 Paris Cedex 09
Paris, June 15, 2011
The President of the Prudential Control Authority, [Christian NOYER]
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 2
Annex Notification form for an operation involving the acquisition or extension of participation in an insurance or reinsurance undertaking, an insurance group company, or a mixed financial holding company
To be considered complete, the dossier must include:
And the following documents: The documents below must be provided in addition to this form. For each document provided, check the corresponding box. If a document is not attached to the dossier, specify the reasons.
Documents relating to the acquirer to be attached to the request Specify reasons in case of absence of the document
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 3
Documents relating to the acquirer to be attached to the request Specify reasons in case of absence of the document
N.B.: The Authority has the possibility to make other requests aimed at collecting additional information or clarifications under the conditions provided for in Article R. 322-11-2 of the Insurance Code.
The documents, duly completed and signed, are to be sent in two copies to the Prudential Control Authority.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 4
Designation of the company for which authorization is required (target) Company name SIREN number Person responsible for preparing the dossier Title Name First name Title/Function Phone number Fax number E-mail Person authorized to request authorization and assuming responsibility for the request (acquirer) Title Name First name Title/Function E-mail Phone number Date Signature
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 5
Description of the target company Information relating to share capital Amount of share capital in € Amount of share capital to be paid up in € Effective date Group structure Does the company belong to a group? Yes No If yes, complete below: Group name Nationality of the group Does the company belong to a financial conglomerate? Yes No If yes, complete below: Name of the conglomerate Nationality of the conglomerate Presentation of the overall activity of the company (nature of risks covered, targeted clients, distribution channels, management methods, reinsurance arrangements).
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 6
Description of the acquirer Shareholder: legal person Company name SIREN Group of the shareholder Nationality of the shareholder's group Distribution of the shareholder's voting rights: list of major shareholders Registered office address Postal code City Country Participation in the target company (after the operation) Share of capital in % Share of voting rights held in % If you need to register more than one shareholder, you must then download the additional shareholder form for legal persons or natural persons available on the Internet site.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 7
Description of the acquirer Shareholder: natural person Title Surname Family name Alias First name Other first names Date of birth Country of birth Municipality of birth Postal code Municipality of birth Nationality Other nationality Address Postal code City Country Participation in the target company (after the operation) Share of capital in % Share of voting rights held in % If you need to register more than one shareholder, you must then download the additional shareholder form for legal persons or natural persons available on the Internet site.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 8
Distribution of the acquirer's share capital: other shareholders Shareholder: public Share of capital in % Share of voting rights held in % Shareholder: employees Share of capital in % Share of voting rights held in % Shareholder: treasury shares Share of capital in % Share of voting rights held in % Shareholder: various Share of capital in % Share of voting rights held in %
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 9
Shareholders' agreement Do the shareholders have or will they sign a shareholders' agreement? Yes No If yes, complete below Signatories: natural persons Title Surname Family name Alias First name Other first names Title Surname Family name Alias First name Other first names Title Surname Family name Alias First name Other first names
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 10
Shareholders' agreement Signatories: legal persons Role Company name Role Company name Role Company name
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 11
Information to be transmitted by the acquirer Warning This information must be provided by any person called upon to hold, directly or indirectly, at least 10%, 20%, one-third, or half of the voting rights or half of the capital of the company. The answers to the questionnaire below must be accompanied by all clarifications enabling the Prudential Control Authority and, where it has jurisdiction, the Financial Markets Authority (AMF) to form an opinion. Failures or infractions that have resulted in amnesty must not be mentioned in the answers to the questionnaire. Information concerning non-subject entities should only be communicated to the extent that such transmission is not prohibited by an obligation of confidentiality. The questionnaire must be returned duly completed and signed by the interested party or, in the case of legal persons, by one of its corporate officers.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 12
Questionnaire relating to the acquirer Company name SIREN number Title Surname First name
Information on the envisaged operation
What are the amount, percentage, and nature of the shares of the envisaged participation, as well as their equivalence in voting rights before and after the operation? (See Article L. 233-9 of the Commercial Code.) Do the shares or partnership interests involve a separation of ownership rights from social rights? Describe precisely the legal and financial structure of the share acquisition operation.
Indicate all existing or future agreements between shareholders (new and pre-existing), whether or not they have a capital dimension. Detail their characteristics. Indicate how these relationships should evolve in the future. Identify future incompatibilities and potential exclusivities.
Has the acquirer given or is it envisaging to pledge shares of the company as collateral? If yes, specify the beneficiary.
Does the operation constitute a crossing of a threshold of a listed company subject to declaration in accordance with Article L. 233-7 of the Commercial Code (in which case, provide the Financial Markets Authority with a copy of the declaration, specifying the objectives the acquirer intends to pursue over the next twelve months, addressed to the company whose shares are acquired). Indicate if the operation is likely to lead to the filing of a public offer. If so, provide a copy of the draft information note submitted to the visa of the Financial Markets Authority and other communications subject to mandatory financial publicity.
Must the operation be notified to the Minister in charge of the Economy, the European Commission for operations of Community dimension (EC Regulation No. 139/2004 of January 20, 2004 on the control of concentrations between undertakings), or any other foreign authority? Yes No If so, has this been done? Yes No What is the deadline available to the Commission or any other foreign authority? If it has not been done, within what deadline must you make your declaration?
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 13
Indicate the financing methods of the operation: detailed presentation of the origin and use of financial resources allocated to the investment (supporting document), the methods of fund transfer, and the networks used. Description of the financial scheme on which the operation will be based, specifying in particular the nature of the financial instruments used to effect the participation (acquirer's equity, bank loans, agreements concluded with other shareholders of the target company).
Will the project have significant repercussions on the employment of personnel? Yes No In case of a positive answer: Indicate the professions, entities, and geographical areas concerned and provide an evolution of the overall workforce and according to the distinctions made above. Indicate if the consultation process with staff representative bodies: – has been initiated: Yes No – is completed: Yes No If yes, indicate the opinion of the staff representative bodies.
Information on the acquirer 8. Are the acquirer's shares listed? Provide any useful information on this subject (listing venue, market).
What is the distribution of the acquirer's capital? If applicable, specify that of the parent company and intermediate holdings (indicate the percentages of holding in share capital and voting rights and specify the registered office location of each of the entities).
What is the activity of the acquirer? If it is part of a group, provide a description of the main entities constituting the group; indicate, where applicable, the share of insurance and reinsurance activities (attach an organizational chart). In particular, it will be necessary to indicate if the acquirer has sister companies exercising regulated activities; furthermore, provide the list of significant participations in insurance and reinsurance undertakings in France and abroad: – of the acquirer; – of the group to which it belongs.
If the acquirer or all or part of the companies linked to it exercises a financial activity, to what regulations and to what supervisory and surveillance authorities are the companies concerned subject by virtue of this? Indicate if the operation requires authorization and provide, where applicable, a copy of it; in this hypothesis, the dossier must also include indications regarding the impact of the envisaged operation on the main financial characteristics and on the prudential ratios of the acquirer.
In the case of acquirers originating from States not belonging to the European Economic Area, provide, where applicable, any information on the conditions for establishing branches, creating subsidiaries, or taking participations in entities of comparable status, as well as on the conditions for exercising insurance and reinsurance activities in the country of origin.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 14
If the acquirer is a common investment fund for employees (FCPE), specify its date of approval by the Financial Markets Authority and provide the last periodic document on its situation.
Will the acquirer be present or represented on the board of directors (or supervisory board) of the company? Yes No If yes, the future administrator or member of the supervisory board must attach to his dossier a declaration attesting that he does not fall under the prohibitions laid down in Article L. 322-2 of the Insurance Code.
Provide the list of mandates already held by the future representatives of the acquirer within the establishment subject to this dossier.
Describe the financial or non-financial relations of the acquirer (natural and/or legal person), any person directing its activities (legal person), and any company under its control with: – one or more current shareholder(s) of the target company; – a person authorized to exercise voting rights within the target company; – the members of the deliberative body or the managers of the target company; – the target company itself or its group; – any other participations or activities of the acquirer likely to give rise to a conflict of interest with the target company and solutions that could allow these conflicts to be resolved.
Reputation of the acquirer 17. Have the acquirer or the companies in its group been subject to criminal, administrative, or disciplinary sanctions, in France or in other countries over the last ten years? If so, what qualifications were retained by the competent authority or authorities? What were, where applicable, the sanctions imposed? (In this case, send a copy of the sanction decision to the Prudential Control Authority.) Is such a procedure currently underway?
Specify if the acquirer already has experience as a shareholder of a company in the insurance or reinsurance sector.
Indicate if the reputation of the acquirer has been assessed by a financial sector supervisory authority in France or abroad. If yes: – indicate the name of the authority that carried out the assessment; – provide documents attesting to this assessment and its conclusions.
Indicate if the reputation of the acquirer has been assessed by a non-financial supervisory authority in France or abroad. If yes: – indicate the name of the authority that carried out the assessment; – provide documents attesting to this assessment and its conclusions.
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 15
Identity of the acquirer's managers: Title Surname First name Date of birth Place of birth Functions Address Title Surname First name Date of birth Place of birth Functions Address
Have the acquirer's managers been subject to criminal, administrative, or disciplinary sanctions over the last ten years? If so, what qualifications were retained by the competent authority or authorities? What were, where applicable, the sanctions imposed? (In this case, send a copy of the sanction decision to the Prudential Control Authority.) Is such a procedure currently underway?
Indicate if the honorability and competence of the acquirer's managers have been assessed by a financial sector authority, in France or abroad. If yes: – indicate the name of the authority that carried out the assessment; – provide documents attesting to this assessment and its conclusions.
Indicate if the honorability and competence of the acquirer's managers have been assessed by a non-financial supervisory authority. If yes: – indicate the name of the authority that carried out the assessment; – provide documents attesting to this assessment and its conclusions.
Financial situation of the acquirer 25. If the acquirer is a legal person, provide the consolidated accounts for the last three financial years (balance sheet, income statement, annual report, and financial annexes) certified by an accounting firm, as well as, where applicable, statements C5 and C6 mentioned in Article A 344-10 of the Insurance Code as of December 31 of the closed financial year.
If the acquirer is a natural person, specify the amount and nature of his assets and provide financial information, including financial reports as well as ratings of companies controlled or directed by the acquirer.
If the acquirer is a legal person, indicate the different ratings assigned to the securities issued by the acquirer or companies belonging to its group (give all useful information on this subject). Provide the rating, if it is less than three years old, and its possible updates as well as the comments justifying the rating(s).
Instruction No. 2011-I-05 on information to be transmitted to the Prudential Control Authority in the context of the acquisition or extension of participation in an insurance or reinsurance undertaking Prudential Control Authority 16
Additional information required according to the level of participation envisaged Information to be provided for a qualified participation acquisition not resulting in a change of control
In the case where the participation acquisition is less than 20%, specify: – information on the objectives of the participation acquisition, the envisaged duration, as well as the acquirer's intentions regarding the level of this participation (reduction, maintenance, increase). – information on the acquirer's capacity and willingness to provide financial support to the target company, whether for the development of its activity or in case of financial difficulties. – information on possible representation in the deliberative body.
In the case where the participation acquisition is equal to or greater than 20%, specify: – influence the acquirer intends to exercise on the company (strategic development, resource allocation, financial profitability objectives, dividend policy, etc.); – acquirer's intentions and expectations regarding the target company in the medium term for each of the elements constituting the development plan (reasons for the acquisition, financial objectives, expected synergies, possible modifications on the company's activities and its financing).
Information to be provided for a participation acquisition resulting in a change of control
In the case where the participation acquisition results in a change of control, specify: – the acquirer's strategic project for the target company; – the acquirer's intentions regarding the management of the target company; – the acquirer's intentions regarding the employment of the target company's personnel; – the acquirer's intentions regarding the financing of the target company; – the acquirer's intentions regarding the distribution of dividends by the target company; – the acquirer's intentions regarding the possible sale or disposal of assets of the target company; – the acquirer's intentions regarding the possible merger or integration of the target company into its group; – the acquirer's intentions regarding the possible listing of the target company; – the acquirer's intentions regarding the possible delisting of the target company.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next three years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next ten years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next fifteen years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next twenty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next twenty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next thirty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next thirty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next forty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next forty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next fifty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next fifty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next sixty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next sixty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next seventy years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next seventy-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next eighty years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next eighty-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next ninety years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next ninety-five years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.
In the case where the participation acquisition results in a change of control, specify the acquirer's project for the target company over the next one hundred years, including: – the forecast balance sheet by major items of the target after the operation; – the forecast income statement by major categories of the target after the operation; – the forecast cash flow statement by major categories of the target after the operation; – the forecast statement of changes in equity by major categories of the target after the operation; – the forecast statement of financial positions by major categories of the target after the operation.