As a socially responsible and innovative investor, the insurer Aviva France chose to partner with LITA.co, a socially-responsible equity crowdfunding platform, and Comptoir de l'innovation, asset manager and European leader in impact investing, to invest alongside private individuals in social enterprises through the fund "Aviva Impact Investing France".
If you invest 100€ in one of the companies selected by the fund Aviva Impact Investing France, managed by Comptoir de l'Innovation, then it will also invest 100€. Each investment will therefore be matched by a complimentary investment of a 100% by Aviva Impact Investing France.
Aviva France will provide you with a liquidity option under certain conditions. If you invest 100€ in a company and that you are coping with unemployment, death or disability, Aviva Impact Investing France can redeem your 100€ investment.
Since 2014, Aviva France has been getting involved in the funding of the Social and Environmental Market Economy with already more than 10 million € invested in more than 20 companies. Aviva France was the first private financial actor to create a fund dedicated to social and environmental innovation, named "Avivda Impact Investing France" endowed with 30 million € and managed by Comptoir de l'Innovation, the European leader in Impact Investing. Today, with this initiative, Aviva France supports the seed funding of corporate citizens and accompanies private individuals throughout their socially-responsible investment.
Aviva France is a pioneer in supporting the development of social entrepreneurship in France, whether it is with our fund Aviva Impact Investing France managed by Comptoir de l'Innovation, our insurance solutions distributed by our general agents across France or la Fabrique Aviva that finances local impact initiatives. Through this particularly innovative partnership with LITA.co, we wish to contribute to the development of this social and environmental entrepreneurship, a particularly innovative sector that creates viable economic solutions to answer some of our society's most pressing issues. We also want to show that all the actors of this economy can achieve reasonable levels of profitability and therefore attract other actors of the financial industry and individual investors towards this promising new sector.
A first project financed in partnership with Aviva and Comptoir de l'Innovation
The social startup that enables hearing-impaired persons to make phone calls. 477K€ invested, 44 contributors and the Aviva Impact Investing fund.
ARTICLE 1 - SUBSCRIPTION PRICE FOR THE PROMISE TO PURCHASE
Subscription to the Promise to Purchase is granted to each Beneficiary for a price equal to 2% of the amount of their Investment (hereafter the « Commission »).
The Commission shall be paid by each Beneficiary to LITA.co when subscribing to the Promise to Purchase and simultaneously with the payment of their investment in the special account Mangopay (service managed by BPCE Group), opened by LITA.co.
ARTICLE 2 - COMMITMENT OF THE PROMISING PARTY - EXERCISE OF THE PROMISE
2.1. Promising Commitment
The Promisor undertakes to acquire the Shares of the Beneficiaries, under the conditions hereafter specified.
In case of a change affecting the nature, number or nominal value of Beneficiaries' shares, this promise will automatically apply to new shares replacing or supplementing such shares at the same price conditions as set out in paragraph 3.
This shall apply in particular in the case of:
Transformation of the Company,
Increase in the share capital of the Company by incorporation of premiums, reserves or profits by granting bonus shares or raising the nominal value of the Shares
Reduction of the Company's capital due to losses, either by reducing the number of Shares, or by a reduction of the nominal value thereof,
Changes in the number of Shares making up the Company's share capital, in particular by consolidation or division of Shares,
The Beneficiaries acknowledge the undertaking of the Promisor and accept the benefit of this promise as such.
To qualify for the option, the shares must be free of any collateral, pledge, and other right of any kind at the time the Beneficiary requests the exercise of the option.
2.2. Conditions for the exercise of options
The beneficiaries will be able to exercise the Option, within a time limit set in paragraph 2.3 below, if they can prove to be in one of the following situations:
in the event of unemployment and subject to providing proof documents of loss of employment, in particular a proof of acceptance by the unemployment insurance and a proof of payment of the unemployment benefit;
permanent or total disability and subject to the transmission of a certificate of the investor's doctor stating the reasons for the disability and the decision of its compulsory social protection scheme definitively recognizing him or her unfit for the exercise of his or her profession and, in particular, if he or she is employed under The General Social Insurance Scheme or the Agricultural Social Security Scheme, the notification of disability pension of the 2nd or 3rd category;
in case of death, provided that the heir or right holder of the Beneficiary Investor provides (i) an extract of the Beneficiary Investor's death certificate, (ii) an identity document and (iii) proof of ownership of the securities subscribed by the Beneficiary Investor.
The above-listed supporting documents, (ci-après, les « Justificatifs ») must be sent by the beneficiaries concerned or by his heirs or right holders to the company LITA.co according to the terms provided for in the following paragraph 2.4
Entitlement to the Option is only available under the following three cumulative conditions:
the Option is only available for securities of companies selected under the Financing. Program;
the Option is only available for fundraising in which AIIF has co-invested with the Beneficiary Investor; and
the Option is offered up to a limit of an amount € 20,000 invested in a fundraising by a Beneficiary.
2.3. The exercise period of the options
After providing all supporting documents specified in the above paragraph 2.2, the Beneficiaries will be able to demand from the promisor the implementation of the present promise during a period of five (5) years from the Investment, it being specified that the exercise of the option must be exercised on the totality of the Shares detained by the Beneficiaries.
Terms of the exercise of option
If the Beneficiaries decide to exercise the option, they must notify the company LITA.co by filling out the form provided for this purpose available to them on the LITA.co platform within the period stated in the above paragraph 2.3 (ci-après, la « Notification »).
The beneficiaries must exercise the option only once and for the totality of the Shares they own in the Company.
They are required to attach to the Notification, by dowloading them on the LITA.co platform, all Supporting documents referred to in the above paragraph 2.2.
It is expressly agreed that, if the beneficiaries did not exercise the option within the time limits stated in the above paragraph 2.3. and supplied all proper supporting documents as stated in the above paragraph 2.2., they will be deprived of the right to demand the implementation of the Promise to purchase, which will therefore be declared null and void, and with no compensation being payable by or to either party.
ARTICLE 3 - PRICES - TERMS OF PAYMENT
3.1. Determining the purchase price of Shares
If the option is exercised within the time limits and according to the procedures provided therein, the Promisor will acquire the Shares offered for sales by the Beneficiaries:
to the initial subscription value of the Shares if the Beneficiary in question exercises the option in the year following his or her initial investment, or
to the value per Share defined during the last valuation of the assets owned by the Promisor if the Beneficiary in question exercises the option as from the second year following its initial investment.
The "last valuation of the assests owned by the promisor" should be understood as such: the last annual valuation of the company approved by the Promisor's Auditor, corresponding to:
Either to its net accounting value in the last annual accounting report of the Promisor,
Or, if an operation on the company's share capital (increase in capital, sale of securities) has occured since the subscription by the promisor, to the valuation determined on the occasion of this increase in capital, if it is superior to the previous one and if since this operation, no event that could justify a depreciation of the valuation of the company has occured.
Hereafter, the « Acquisition Price ».
In any case, the acquisition by the Promisor of the Shares referred to in the Promise to Purchase will be made within the investment amount limit of 20,000 euros per Beneficiary.
The Beneficiaries expressly accept and acknowledge that the Price of Acquisition of the Shares could be less than the initial subscription price or than the market price of the Shares sold under this Promise to Purchase and renounce in advance to file any complaint under this matter, with regard both to the Promisor and to the company LITA.co.
In addition, they accept and acknowledge that the Price of Acquisition does not include any reimbursement nor any compensation in relation to potential tax reduction or fiscal advantages of any kind that the Beneficiaries might have benefited from and that would be recovered or called into question by the fiscal administration as a result of the sale of their Shares.
3.2. Payment and processing times
The Promisor will do its best to make the payment of the Acquisition Price by bank transfer, under the terms specified in the above paragraph 3.1., within a maximum time period of three (3) months following the validation by the company LITA.co of all the Supporting documents supplied by the Beneficiaries that have exercised the option if all the following cumulative conditions are met:
LITA.co will inform the Promisor of the Notification of the exercise of the option by a Beneficiary within fifteen (15) days following the reception by LITA.co of that Notification ;
LITA.co will validate the Supporting documents supplied by the Beneficiary in question during the month following the supply of these Documents via the crowdfunding platform (ci-après, la « Validation ») ;
LITA.co will inform the Promisor of the Validation of the Supporting documents within five (5) days following the Validation ;
LITA.co will upload the Letter of Commitment as defined in the following article 4, the shares' transfer form recording the sales of the Shares and the corresponding Cerfa form duly completed on the Beneficiary's online space provided for that purpose on the internet platform, within two (2) days following the signature of the Letter of Commitment by the Promisor ;
The beneficiary will send back the Letter of Commitment countersigned electronically, the transfer form and the corresponding Cerfa form signed electronically to LITA.co as well as their bank account identification details at the lastest thirty (30) days following the Validation.
Any delay attributable to the Beneficiary or to LITA.co cannot give rise to any claim against the Promisor.
ARTICLE 4 - COMPLETION OF THE SALE
If the Beneficiary in question notifies LITA.co of the exercise of the option within the abovementioned time limits and conditions, and that he or she satisfies all the abovementioned conditions and provides LITA.co with all Supporting documents required, the exercise of the option will be validated by LITA.co according to the procedure laid down in the above paragraph 3.2. and will then be formalised by a written commitment by the Promisor which will be forwarded to the Beneficiary in question via the LITA.co platform (ci-après, la « Lettre d’Engagement »), a model of which is attached as an appendix to the present guidelines, within the time limits referred to above.
The sales of Shares, free of the security right, collateral and other rights of any kind, will be completed the day of the signature and of the placing online by the Beneficiary in question, in his personal Beneficiary online space, of the Letter of Commitment, the shares transfer form and the corresponding Cerfa form, within the time limits referred to in the above paragraph 3.2.
From this day, the Promisor will have the enjoyment and the ownership of the Shares covered by the exercise of the option with all rights, dividends and obligations attached to them.
ARTICLE 5 - MONITORING OF THE ACQUISITION OF SHARES
The company expressly gives a mandate to LITA.co in order to ensure the monitoring of the consignation of the acquisition transaction of the Shares by the Promisor in the share ledger of the company and the register of shareholders, within a time limit of two (2) months following the payment of the Acquisition Price.
ARTICLE 6 - AGREEMENT OF THE CESSION - FREE CESSABILITY OF SHARES
The Shares of the Beneficiary are not subject to any restrictions as to their transferability in accordance with an approval clause contained in the Company's articles of association.
ARTICLE 7 - DURATION OF PROMISE
The execution of the Promise to Purchase may be requested for a period of five (5) years from the date of the Investment by the Beneficiary.
ARTICLE 8 - APPLICABLE LAW
The present terms and conditions of the Promise to Purchase are submitted to French law.