Become a shareholder

I – SIDI’s activities and project description

SIDI – “SOLIDARITE INTERNATIONALE POUR LE DEVELOPPEMENT ET L’INVESTISSEMENT” – is a société en commandite par actions à capital variable (limited partnership with variable capital) accredited as an “Entreprise Solidaire à Utilité Sociale” (ESUS).

The “Entreprise solidaire d’utilité sociale” or “ESUS” approval is granted to companies in the social and solidarity economy (EESS) under Article L. 3332-17-1 of the French Labor Code, which is part of the 2014 law on the social and solidarity economy.

To qualify for approval, companies must comply with a number of principles:

• engage primarily in a socially useful activity for a purpose other than profit-sharing;
• participatory governance;
• profits mostly reinvested (at least 51%);
• compulsory non-distributable “ESUS” reserves (at least 20%) in addition to legal reserves (at least 5%);
• a social utility objective representing 2/3 of the income statement;
• in the event of liquidation, a bonus reallocated to an SSE entity;
• capital may not be written down or reduced except to ensure the continuity of the business (for companies governed by commercial law);
• a framework for salary remuneration;
• limited financial return.

SIDI was created in 1983 by the Catholic Committee against Hunger and for Development (CCFD – Terre Solidaire), initially as a public limited company, then transformed into a limited partnership with shares (SCA) in 2011, to ensure the continuity of SIDI’s social mission, while enabling the capital increase essential to the company’s development.

As a partnership limited by shares, SIDI brings together 2 categories of partners:

(i) The General Partner – SIDIGestion SAS, who does not participate in the share capital, but is a merchant and is indefinitely liable for SIDI’s corporate debts. In return for this commitment, the general partner enjoys two important prerogatives: that of appointing and dismissing the company’s managers, and that of being able to oppose decisions taken by the shareholders’ general meeting;

(ii) Limited partners, whose status is similar to that of shareholders in public limited companies: they make contributions to the company’s share capital, and their liability for the company’s liabilities is limited to these contributions. However, SCA limited partners cannot interfere in the actual management of the company. They exercise their control through General Meetings (approval of annual financial statements, etc.) and the Supervisory Board, which, like the statutory auditor, is responsible for ongoing control of the management carried out by the managers.

SIDI’s governance is eminently democratic, and the strong involvement of its citizen shareholders is essential. Individual limited partner shareholders (individuals), who represent almost 40% of the share capital, play an active role in the life of the company: through General Meetings, their representation on the Supervisory Board and the Comité de Concertation et d’Orientation (the body in charge of the company’s moral project, involved in particular in drawing up the Strategic Plan and the Ethics Charter), on which sit two representatives of the “Epargne Solidarité et Développement” association, which brings together most of the individual shareholders.

The company’s latest multi-year Strategic Plans were submitted to the Annual General Meeting for approval.

SIDI is active in the field of international solidarity: with the aim of contributing to financial inclusion and thus to improving the standard of living of populations in developing countries, mainly in Africa and Latin America, SIDI supports different types of structures (“partners”) located in these regions:

1. microfinance institutions (microcredit establishments, financial institutions offering savings/credit services to the rural poor, etc.),

2. players in the agricultural value chain (producer organizations, SMEs with social and environmental objectives involved in adding value to, processing and distributing agricultural products).

3. innovative players in the fight against climate change, in line with SIDI’s core businesses.

This support takes two forms:

(i) Financially, by :

a. the acquisition of minority stakes in the share capital or the contribution of quasi-equity (subordinated debt, convertible bonds, etc.) of these entities,

b. short-term financing (pre-financing of agricultural campaigns) and medium-term financing (generally 36 to 60 months for microfinance institutions);

c. the creation of guarantees generating leverage with other lenders when SIDI cannot intervene directly.

(ii) non-financial support, such as technical assistance, implemented by the SIDI team and third parties, in various fields (support for governance, improving organization and/or management, strengthening social and environmental performance, etc.).

All of SIDI’s activities are carried out outside France/EU.

We invite you to consult the last three annual activity reports following this link.

The funds subscribed to SIDI’s capital are entirely dedicated to the deployment of its social utility activity: the development of its portfolio and non-financial support services for local structures in Africa, the Middle East and Latin America, in accordance with the Strategic Plan approved by the General Meeting and SIDI SCA’s internal policies and procedures.

The average amount of financing provided by SIDI to local organizations is around 400,000 euros: an average of 550,000 euros for microfinance institutions and 300,000 euros for players in the agricultural value chain.

For example, subscribing to 2,000 (two thousand) shares with a par value of 152 euros each would make it possible to finance an agricultural campaign for coffee, cocoa, etc. by an African or Latin American cooperative, or to grant medium-term financial support to a microfinance institution from which the following would benefit in the end, nearly 80,000 people would otherwise be excluded from bank financing.

The subscription of around 1,000 (one thousand) shares with a par value of 152 euros each would result in SIDI making an equity or quasi-equity contribution to the empowerment or consolidation of a microfinance institution, notably by increasing its credibility and attractiveness to other local and international financiers/investors.

The subscription of around 28,950 shares with a par value of 152 euros each, corresponding to a capital increase up to the current annual ceiling (+ 4.4 million euros) (see III Capital), would ensure the support of around ten SIDI partners, reaching up to one million final beneficiaries locally.

SIDI is one of the pioneers of international solidarity finance. The microfinance sector has been growing rapidly since the 90s and is becoming increasingly mature and competitive: in-depth work is regularly carried out on impact assessment (sector benchmarks), and networks have been created at national level (FAIR ex. Finansol), European level (FEBEA), African level (MAIN), and also in Latin America.

These developments are forcing SIDI to be increasingly demanding in its practices, and to enrich the nature and scope of its reporting in particular.

On the other hand, inequalities continue to intensify in emerging countries, and the adverse effects of global warming are increasingly being felt in these areas, confirming the topicality and growing importance of solidarity-based intervention by players such as SIDI.

SIDI has not raised any funds to date. In accordance with the company’s Articles of Association, the (variable) capital of SIDI SCA has been gradually increased in line with subscriptions made at the initiative and request of shareholders. You are invited to click on the following hypertext link to access the graph showing changes in SIDI SCA’s share capital since its transformation into a société à capital variable.

You are invited to click on the following hyperlinks to access :

• to the financial statements;
• the reports of the statutory auditor(s) for the previous and current financial years;
• Strategic Plan July 2023 – December 2026 approved by the Annual General Meeting of June 14, 2023
• to the 5-year debt maturity schedule ;
• business forecasts;
• the organization chart of the group to which SIDI belongs and the place it occupies within it;
• the curriculum vitae of the company’s legal representatives ;
• the organization chart of the salaried team.

Copies of the reports of the company’s governing bodies to the Annual General Meetings for the previous and current financial years are available on request from the following address: i.craciun [at] sidi.fr

II – Risks relating to the issuer’s business and plans

(i) Political/country risk: SIDI provides financial support to structures located for the most part in countries considered to be “at risk” due to their difficult socio-economic and geopolitical contexts and their vulnerability to climate change. The viability/perpetuity of SIDI’s partners is therefore likely to be impacted by local or regional events/factors, altering their ability to honour their financial obligations towards SIDI (leading to a risk of non-repayment/counterparty risk). Political and regulatory contexts may also give rise to a risk of non-transferability or non-convertibility of currencies (difficulties or even blockage when repatriating funds to France).

(ii) Counterparty risk: SIDI’sadditionality/specificity manifests itself in its desire to go ” where others don’t go “, by supporting mostly/priority fragile organizations towards their empowerment/consolidation. These less stable economic models, for exogenous reasons (sector/market, crises/regional context, etc., cf. above) or endogenous reasons (small, less mature organizations, in the structuring phase, with economic viability to be strengthened, etc.), imply a higher counterparty risk (non-repayment), which SIDI seeks to reduce by complementing its financial offer with non-financial support aimed at strengthening the organization, its governance, its processes and its economic model.

(iii) Foreign exchange risk: To provide the best possible support to its partners, SIDI adapts its offer, in particular by proposing financing in local currency or in USD. In this case, SIDI is exposed to the risk of an unfavorable exchange rate differential, which may materialize at the time of repayment.

To anticipate and limit the risks associated with its activities, SIDI makes appropriate provisions in its accounts, the amounts of which are reviewed annually. It also benefits from an internal guarantee mechanism (“Fonds d’Incitation au Développement”) funded by certain historical shareholders, who absorb part of the losses generated by the materialization of these risks. The FID amounts to 6,188,748 euros, i.e. approximately 15% of SIDI’s outstanding portfolio at 31.12.2022.

(iv) Risks relating to the variability of share capital

In accordance with its Articles of Association, SIDI SCA’s share capital is variable and may therefore increase or decrease as a result of shareholder subscriptions or withdrawals. Yet the stability of SIDI’s business model relies heavily on its “patient and supportive” capital. Consequently, a significant reduction in share capital would represent a major risk to its financial equilibrium and hinder the pursuit of its activities.

To prevent this from happening, a maximum withdrawal threshold of 500,000 (five hundred thousand) euros per shareholder per financial year and a minimum authorized capital “floor” (subscribed capital at N-1 minus 1 million euros, with an absolute minimum of 15 million euros) have been defined in the bylaws.

(vi) Risk relating to SIDI SCA’s financial position

At present, the company has sufficient net working capital to meet its obligations and cash requirements for portfolio development. However, a significant reduction in capital or the non-renewal of loans would entail a liquidity risk and hinder the continuation of the company’s activities.

You are invited to click on the following hypertext link to access a presentation of projected funding sources for the next 6 months.

(vii) Reputational risk

As a pioneer of solidarity finance, SIDI’s history and reputation are a guarantee of trust not only among its shareholders and partners, employees and volunteer consultants, but also among the various public players (ministries, French and foreign development agencies, etc.) and private players (sectoral counterparts, etc.).

Negative events / illegal behavior: acts of corruption, breach of trust or integrity, involvement in a controversial project or a crisis on social networks could affect its image, with possible repercussions on the continuity of its business.

To prevent these risks, SIDI has adopted an ethics charter setting out firm commitments, a code of conduct stipulating the lines of conduct required to respect these ethical principles, and has set up an alert system open to all interested parties. This is complemented by a solid foundation of internal procedures designed to limit any drift.

(viii) Risk of non-renewal of ESUS approval

Thanks to its ESUS accreditation (in place since 2005), SIDI has access to financing from savings funds and solidarity banks. Non-renewal of ESUS approval would result in the withdrawal of these shareholders, representing around 30% of the share capital at March 31, 2023, and the suspension of promissory bill financing.

As this risk will only materialize at the end of 2028, it should be noted that SIDI complies with all the requirements for obtaining/renewing its approval. In addition, withdrawals are statutorily limited, as mentioned in point (iv) above.

Finally, SIDI was one of the first French companies to be accredited, and its accreditation has since been systematically renewed every 5 years.

SIDI has two supervisory bodies:

– externally, the Statutory Auditor, which SIDI’s AGM chose to maintain after the reform of company law by the PACTE Act, who is responsible for verifying the authenticity of the company’s accounts, as well as other compliance aspects such as the regularity of transaction validation, customer due diligence/anti-money laundering, etc.

– internally, the Supervisory Board, which is the statutory body responsible for ongoing control of the management carried out by the managers, involving both an audit of the accounts and an assessment of the appropriateness of the management. The Supervisory Board, made up of limited partner shareholders only, plays a key role in preventing, managing and monitoring the risks faced by the company, as well as providing the checks and balances essential to SIDI’s democratic governance.

Over time, new risks may emerge, and those presented may evolve.

The company’s share capital is fully paid up. At the end of your shareholding, the Company’s share capital will consist of a single class of ordinary shares conferring identical rights on all limited partners.

The Company has not issued any securities or granted any rights giving access to its share capital.

In accordance with article 7 paragraph 2 of SIDI SCA’s Articles of Association, the share capital is variable: it may be (i) increase through successive payments by limited partner shareholders or the admission of new limited partner shareholders, within the limit of the “capital ceiling” and (ii) a reduction through the total or partial reversal of contributions made, up to the limit of the “capital floor”.

The company’s management is therefore authorized to receive subscriptions for new shares up to the capital ceiling.

From^1st From January 1, 2023, the ceiling capital for a given year will be equal to the floor capital for the same year, increased by five million four hundred thousand euros (€5,400,000), without the ceiling capital falling below nineteen million nine hundred thousand euros (€19,900,000).

With effect from January 1, 2023, the minimum capital for a given year is equal to the subscribed capital at December 31 of the previous year, less one million euros (€1,000,000), but may not be less than fifteen million euros (€15,000,000).

You are invited to click on the following hypertext link to access the table describing the company’s shareholder structure.

You are invited to click on the following hyperlink(s) to access information on the rights and conditions attached to all shares issued giving access to SIDI’s share capital:

> articles [●], [●] and [●] of the articles of association of [●] ;

IV – Shares offered for subscription

IV.1 – Rights attached to shares offered for subscription

The shares are indivisible with respect to the Company.

Ownership of a share automatically implies adherence to the company’s bylaws and to the decisions of the Shareholders’ Meetings.

Each share entitles its holder to a share in the company’s profits and assets, in proportion to the percentage of capital it represents.

Shareholders are only liable for losses up to the amount of their contributions.

The rights and obligations attached to a share follow the share in whichever hand it passes.

Limited partner shareholders have the right to participate in collective decision-making, which includes the right to attend and vote at general meetings of shareholders.

At Annual General Meetings, each shareholder has as many votes as shares held.

Any shareholder may vote by post or electronically, using a form drawn up and sent to the Company in accordance with the conditions laid down by law.

Each shareholder has a permanent right to information on the company’s economic and financial situation.

This right is mainly exercised on an ongoing basis and prior to General Meetings, through the provision of corporate documents (management reports, annual financial statements, even forecasts) and the possibility of putting written questions to management.

Limited partner shareholders may also be elected by the Annual General Meeting to SIDI SCA’s Supervisory Board, the body responsible for ongoing control of the company’s management, in the same way as the Statutory Auditor.

You are invited to click on the following hyperlink(s) to access full information on the rights and conditions attached to the securities offered to you:

> articles [●], [●] and [●] of the articles of association of [●].

> article L. 225-117 Commercial Code

IV.2 – Conditions governing the subsequent sale of shares offered for subscription

> Subscriptions for shares and transfers of shares to non-shareholder third parties other than spouses, ascendants or descendants, or the liquidation of an estate or joint estate of spouses, are subject to the approval of the Managing Partners, which is given within three months of notification of the subscription request. No reasons need to be given for the management’s decision and, in the event of refusal, no complaint may be lodged.

> Any limited partner shareholder may withdraw from the Company by notifying the Managing Partners, by registered letter with acknowledgement of receipt, at least one month before the end of the current financial year, in accordance with the conditions set out in Art. 13bis of the Articles of Association.

The future shareholder is invited to click on this hypertext link to access examples^[1] of the application of these liquidity clauses and to click on the following hypertext link(s) to access the exhaustive stipulations governing the liquidity of the financial securities offered:

> articles [●], [●] and [●] of the articles of association of [●].

IV.3 – Risks relating to securities offered for subscription

Investing in unlisted companies entails specific risks:

– risk of total or partial loss of invested capital: a specific risk exists due to the variability of share capital: a shareholder who withdraws from the company will remain liable for five years, to shareholders and third parties, for all obligations existing at the time of his withdrawal (art. L. 231-6 al 3 C.com.), without prejudice to the liability of shareholders for company liabilities limited to their capital contribution.

– liquidity risk: withdrawals are unrestricted and take effect from the date of notification to the Company’s Managing Partners. However, in order to determine the amount to be withheld from outgoing limited partner shareholders in respect of their share of losses, withdrawals only take financial effect on the closing date of the fiscal year in which they occur. In all cases, the withdrawal of a shareholder may not have the effect of lowering the share capital to the floor (capital N-1 minus 1 million euros); in such a case, the withdrawals would take effect successively in order of seniority and only to the extent that new subscriptions, or a capital increase, would enable the outgoing limited partners’ contributions to be taken up. In addition, the withdrawal right per shareholder is limited to €500,000 (five hundred thousand euros) per financial year.

– transfer of control risk: investors do not benefit from a clause enabling them to sell their shares under financial conditions equivalent to those of the shareholder who would transfer control of the company.

– the uncertainty of return on investment: historically, SIDI SCA shareholders have opted to set aside and systematically reuse profits, and no dividends have ever been paid out or the value of the share increased. In all cases, because of its ESUS accreditation, SIDI must annually top up its legal reserves and the special “ESUS” reserve by 5% and 20% respectively of recorded profit, and allocate at least 50% of its positive net income to these reserves or to retained earnings. These legal provisions significantly limit SIDI’s ability to distribute dividends or increase the value of its shares. Finally, SIDI’s ability to generate a positive result each year is highly dependent on the risks associated with the nature of its activities, as explained above.

– risk relating to changes in the value of shares: in accordance with SIDI SCA’s bylaws, the value of shares to be retired in any given year is determined by the Managing Partners. To date, this value has been 152 euros per share. As mentioned above, SIDI’s ability to generate a positive result each year and to build up distributable reserves is very limited due to ESUS regulatory constraints and the risks associated with the nature of its activities. Nevertheless, SIDI has succeeded over the years in consolidating its equity capital, which has enabled it to ensure that the withdrawal value of its shares is identical to the purchase value, even in years when it has recorded losses. If the company’s shareholders’ equity were to fall significantly following several years of losses, the subscriber would run the risk of acquiring the shares at too high a price, particularly in the absence of an independent valuation.

– risks associated with political rights that are less advantageous than those of other shareholders: limited shareholders in a société en commandite par actions (limited partnership with shares) cannot interfere in the management of the company; consequently, they cannot participate in the appointment/revocation of the managing board, nor can they personally be managing directors of SIDI SCA. However, these shareholders are represented on the Supervisory Board, the statutory body responsible for ongoing management control, which has the same powers as the statutory auditor. Consequently, the decisions of the limited partners are only enforceable once it has been established that they are consistent with the wishes expressed by the general partner (or partners) and the deliberations of the Annual General Meeting.

V – Relations with the company’s registrar

Shareholder relations are handled by Céline Vidal: tel. 01 40 46 00 00, e-mail c.vidal [at] sidi.fr.

Certificates of share ownership are issued after approval and validation of each subscription. Copies of these certificates may be supplied on request to the company’s head office at 12 rue Guy de la Brosse, 75005 PARIS, or by mail or telephone to Mrs C. Vidal (contact details above).

VII – Subscription terms

Subscriptions are recorded on a share subscription form, which must be sent to the company in one of the following ways:

o by completing and signing the electronic form available at this link: Become a shareholder

o by downloading the PDF document following this link, to be returned duly completed and signed to SIDI’s head office: 12 rue Guy de la Brosse, 75005 PARIS.

Subscriptions will be received up to the capital ceiling, calculated in accordance with the formula set out in art. 7 of the company’s Articles of Association: the subscribed capital at December 31 of the previous year increased by four million four hundred thousand euros (€4,400,000).

Subscriptions are revocable until notification of approval by the Managing Partners.

Key steps in processing and confirming a subscription :

1. Receipt by SIDI of the subscription form, duly completed and signed using one of the above methods, accompanied by the required documents (for individuals, except in special cases: valid ID and proof of address less than 3 months old) and payment of the value of the shares subscribed (payment by online credit card, bank transfer or cheque).
2. Internal confirmation of file completeness (within a week of the 1st).
3. Management approval (within 2 to 4 weeks from the 1st).
4. Mail and e-mail notification of subscription registration and shareholding certificate (6 weeks from 1).

In the event that the management does not approve the requested subscription, you will be informed of this refusal and the amount paid will be returned to you within fifteen days of this decision. If your subscription cannot be received due to the capital ceiling being reached in a given year, we will contact you to renew your request the following year (your subscription will then be given priority).