Option Regulation (SOP)

The option regulation shall be drawn up by the competent body and shall set out the conditions for the issue of the subscription rights or the granting of the option.

The beneficiary of the option is invited, by accepting it, to agree to the conditions imposed by this Regulation.


Legal Background

Minimum information

Generally, the plan will contain:

– a brief presentation of the issuer of the option and, if not the same, the issuer of the underlying security;
– a presentation of the objectives pursued by the SOP;
– an extract of the decision of the body competent to administer the option settlement, a statement of the competences of this body as well as the majorities required for the decisions it takes
– the information and conditions of the offer of subscription rights and, in particular, the characteristics of the subscription right
– the beneficiaries at the time of allocation ;
– a description of the conditions of the offer;
– the rules relating to the transferability of the warrants;
– whether the warrant is registered or bearer;
– the number of shares to which the holder of the subscription right will be able to subscribe;
– the exercise price
– the exercise period ;
– the terms of exercise;
– the consequences of an early departure (dismissal, departure for serious reasons, retirement, death, etc.)
– the characteristics of the shares issued ;
– the general characteristics ;
– transferability;
– various commitments (non-competition, confidentiality, etc.)
– the duration of the offer;
– the terms and conditions of the offer and of the acceptance of the subscription rights
– the form and delivery of the securities ;
– the costs of the issue;
– the modification of the capital structure – anti-dilution clause ;
– a description :
o the legal regime ;
o the applicable tax regime;
o the tax regime of the dividends
o the rights due upon exercise of the subscription right;
– if applicable, the rules providing for the certification of securities
– a jurisdiction clause.
– Miscellaneous clauses (not specific to an SOP but more generally to any agreement).

Factual Background

When such a document is made

It is established prior to the offer.

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