Glossary

AMF

The Autorité des markets financiers (AMF) is the regulatory authority for those working in and instruments and products offered on the French financial market. It regulates, supervises and, where necessary, audits, investigates and imposes sanctions. It also ensures that investors are properly informed and, if needed, accompanied via its mediation system.

Annual report

Document drawn up at the end of each financial year, containing the management report, the reports of the Supervisory Board and Statutory Auditors, as well as the draft resolutions. It also presents the balance sheet and income statement of the SCPI for the financial year.

Asset replacement value

Realisable value plus the costs required to reform the company (costs of deeds, fees, etc.) in an identical manner.

Assets

All of the real property held by the SCPI.

Bare owner

Person who has bare ownership of the shares, in the event of split ownership rights. This person does not benefit from the SCPI’s income. The income is paid to the designated usufructuary or usufructuaries. During the time that ownership rights are split, the bare owner will be sent all regulatory documentation drawn up by the Management Company (quarterly bulletin, annual report) and will vote in Extraordinary General Meetings.

By-laws

Document defining an SCPI’s operating rules.

Capitalisation

Number of shares multiplied by the share subscription price.

Dividend yield (distribution/market value ratio – DVM or TDVM)

The dividend yield (DVM or TDVM) is defined as gross dividends before deduction of the withholding for year n (including exceptional interim dividends and the distributed portion of capital gains) divided by the average buyer price per share for year n.

General Meeting

Meeting of all shareholders of the SCPI, called at least once per year. The Ordinary General Meeting mainly deals with the appropriation of profits and all decisions which do not amend the SCPI’s By-Laws. The shareholders will convene in an Extraordinary General Meeting if an amendment to the By-Laws is proposed.

Gross inflows

Total amount of subscriptions recorded by the management company.

Information memorandum

This is a regulatory document, filed in advance with the AMF, setting out the characteristics of the SCPI. Any new subscriber will receive a copy of this document before subscribing to shares.

IRR (internal rate of return)

This is a performance indicator corresponding to the annualised rate over a given period with, at the start, the subscription price initially observed for the period in question; the distributed income (taking the payment dates into account) over the period and, at the end, the last observed selling price or withdrawal value.

Leveraging of an SCPI

The use of bank debt to increase the SCPI’s investment capacity. This requires a decision of the shareholders, convened in a General Meeting.

Management Company

A company approved by the AMF to form and manage investment vehicles, in this case SCPIs. It must first obtain the AMF’s approval to carry on its business.

Market value (of a property or all assets)

Determined by an independent expert benefiting from AMF approval, this is defined as “the presumed price that a potential investor would accept to pay in the state (and location) in which a property is to be found.

Market for shares

All transfers pertaining to shares: subscription, withdrawal, sale

Maximum authorised capital

Maximum amount of capital, beyond which no more shares may be issued. The amount may be amended by decision of the shareholders, convened in an Extraordinary General Meeting

Net inflows

Total amount of shares issued which increase the capital over a given period. It is equal to gross inflows minus the amount of shares subscribed in return for withdrawals.

Order matching

Organised market which corresponds to the matching of buy and sell orders received by the management company over a given period. Orders are executed, at set periodic intervals, at the price which allows the greatest volume of trades in shares.

Par value

Value of the share forming the share capital.

Pierre papier (“Paper Stone”)

The term “Pierre papier” (“Paper Stone”) is very often used for shares in SCPIs, as opposed to ownership of the real property itself (the “stone”).

Pledge

In the event that shares in an SCPI are acquired by way of a loan, the acquired shares are used as collateral for the lending institution to ensure that the loan is repaid, in the event of default by the borrowing shareholder.Once the shareholder has repaid the entirety of the loan, the shareholder must ask his bank for “pledge release”. This document is then to be communicated to the management company in order to carry out the corresponding administrative changes.

Primary market

Market which corresponds to the issue of new shares, or shares issued as counterpart to a withdrawal.

Quarterly information bulletin

Quarterly document required by regulations, summarising the SCPI’s activity. It is distributed to all shareholders, either by letter or by e-mail.

Realisable value

Market value of the assets as derived from expert valuations, plus the net value of the other assets.

Registered capital

Number of shares multiplied by the par value of each share.

Repayment fund

A fund that may be formed on the initiative of the management company or as a regulatory obligation. It makes it possible to deal with pending requests for withdrawal or sale. Sums allocated to this fund come from the sale of leased assets or profits allocated at the time of the appropriation of the annual financial statements.

Retained earnings

This is the amount of the distributable profit that has not been allocated for distribution. It maybe distributed at any time. It is a sort of “distributable reserve” for future years.

Sale of assets or arbitrage

This is the sale, by decision of the management company, of an item among the SCPI’s real estate assets.

SCPI (real estate investment company)

An SCPI (Société Civile de Placement Immobilier – real estate investment company) is a non-trading company which holds and manages real estate assets.

Secondary market

Market which usually corresponds to trades of shares (OTC or order matching)

Share price (or subscription price)

Share price (or subscription price)

Share issue premium

Amount added to the par value of the shares, to calculate the subscription price for the shares. It is a way to guarantee equality between new and older shareholders. It is not equal to the subscription fee, since it includes other expenses (related with the real estate investments).

Shareholder

An investor, whether a natural person or legal entity, holding shares in the SCPI.

Split ownership rights

The division of ownership rights between the bare owner and the usufructuary. The usufructuary is the beneficiary of the SCPI’s income, either until death (viager usufruct or life-rent), or until an agreed term (temporary usufruct). The bare owner, for their part, is the owner of the shares but receives no income for as long as the ownership rights are split. At the end of that period, the bare owner recovers full ownership of the shares.

Statutory auditor

Appointed by the general meeting for a period of six financial years, the duties of the (principal and substitute) statutory auditors are to audit the SCPI’s accounting documents and agreements concluded between the officers and directors of the management company and the SCPI. Each year, they issue their report which is notified to the shareholders in the annual report.

Subscription fee

A fee calculated as percentage of the amount of each subscription including the issue premium, intended to cover prospecting for and gathering of capital, and the implementation of the investment programmes. The management company deducts the corresponding sums progressively as the company collects subscriptions.

Supervisory Board

The Supervisory Board, comprising at least seven shareholders elected by the general meeting, represents the SCPI’s shareholders with respect to the management company. It is responsible for assisting the management company. It carries out any verifications and audits that it deems fit, but must refrain any interference in management. The Supervisory Board presents an annual report on the results of its verifications, and its observations or comments on the report presented to the General Meeting by the management company. Members of the Supervisory Board are elected for a term of office of three years (which may be renewed by the general meeting).

Tax transparency

An SCPI is not subject to corporation tax, provided that its partners directly pay tax according to their own tax regime: that is the principle of tax transparency.

TOF (taux d’occupation financier – financial occupancy rate)

Financial expression of the level of rental occupancy of the assets. It corresponds to the ratio between the invoiced amount of rent and indemnities and the total billable amount of rent if all of the properties were rented.

TOP (taux d’occupation physique – physical occupancy rate)

Ratio between occupied floor areas and the total floor areas of properties held by the SCPI.

Usufructuary

In the event of split ownership rights, the beneficiary of the income from the shares in the SCPI. The usufructuary receives all of the regulatory documentation issued by the management company and votes in Ordinary General Meetings.

Withdrawal value

Amount due to a departing shareholding in an open-ended SCPI, corresponding to the share value minus the subscription fee excluding taxes.

Vesting period

Period between the date of subscription of the SCPI’s shares and the date on which these shares provide entitlement to the payment of income distributed by the SCPI.

Visa

Authorisation granted to the SCPI to offer its shares to the general public. This visa is issued by the AMF, after examining the information memorandum drawn up by the management company.