ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/296
I, Amanda Zeller, delegate of the Australian Securities and Investments Commission, make the following notifiable instrument.
Date 1 May 2024
Amanda Zeller
Contents
Part 1—Preliminary
1 Name of notifiable instrument
2 Commencement
3 Authority
4 Definitions
Part 2—Declaration
7 Modified definition of ESS interest
Part 3—Repeal
8 Repeal
Part 1—Preliminary
1 Name of notifiable instrument
This is the ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/24-0296.
2 Commencement
This instrument commences on the day after it is registered on the Federal Register of Legislation.
Note: The register may be accessed at www.legislation.gov.au.
3 Authority
This instrument is made under subsection 1100ZK(2) of the Corporations Act 2001.
4 Definitions
In this instrument:
Act means the Corporations Act 2001.
FCPE means a collective employee investment vehicle known as a ‘fonds commun de placement d’entreprise’ that is approved by the Autorité des Marchés Financiers in France as a vehicle to make offers of financial products to certain employee participants (including any fonds commun de placement d’entreprise that are formed on a temporary basis).
L’Oréal Employee Share Plan FCPE means an FCPE:
(a) that holds or will hold shares in L’Oréal SA; and
(b) units in which are or were offered to L’Oréal Group employees in connection with the L’Oréal Group Savings Plan,
and includes any FCPE that is formed on a temporary basis in relation to the L’Oréal Group Savings Plan, and which will merge with the L’Oréal Employee Share Plan FCPE.
L'Oréal Group means L’Oréal SA and all subsidiaries of L’Oréal SA which are controlled by L’Oréal SA and included in the scope of consolidation of L’Oréal SA’s financial statements.
L’Oréal Group Savings Plan means the L’Oréal SA plan in which the L’Oréal Employee Share Plan FCPE has been created and in relation to which shares of L’Oréal SA will be subscribed for and held by a FCPE.
L’Oréal SA means L’Oréal S.A., a company incorporated in France with registration number 632 012 100 and listed on the Euronext Paris exchange.
Part 2—Declaration
5 Modified definition of ESS interest
Division 1A of Part 7.12 of the Act applies in relation to:
(a) L’Oréal SA; and
(b) subsidiaries of L’Oréal SA as at the date of this instrument; and
(c) CACEIS BANK a French Société Anonyme registered in France under number 692 024 722 (the custodian of the L’Oréal FCPE); and
(d) AMUNDI ASSET MANAGEMENT a French Société par Actions Simplifiée registered in France under number 437 574 452 (the manager of the L’Oréal FCPE); and
(e) AMUNDI ESR a French Société Anonyme registered in France under number 433 221 074 (the administrator of the L’Oréal FCPE unitholders’ accounts, referred to as an account holder in France, which arranges the issue and redemption of units in that FCPE);
in relation to the L’Oréal FCPE as if subsection 1100M(1) of the Act were modified or varied by inserting after paragraph (a):
“(ab) a unit in a FCPE (as defined in ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/24-0296), where:
(i) substantially all of the assets of the FCPE are fully paid shares in the body corporate and the body corporate is included in the official list of a financial market covered by section 1100K; and
(ii) those shares are in a class that is able to be traded on the financial market;”.
Part 3—Repeal
6 Repeal
This instrument is repealed at the start of 1 May 2034.
Overview
The ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/296 was enacted to modify the Corporations Act 2001 by altering the definition of 'ESS interest' to include units in a French collective employee investment vehicle, known as a 'fonds commun de placement d’entreprise' (FCPE), in specific circumstances. This notifiable instrument, issued under the authority of the Australian Securities and Investments Commission (ASIC), aims to ensure that L’Oréal’s Employee Share Scheme, which operates through an FCPE, is appropriately disclosed to comply with Australian corporate law. The instrument specifically modifies the definition to align with the unique structure of the L’Oréal Group Savings Plan, thereby addressing a gap in the existing legislative framework concerning the disclosure requirements for employee share schemes that use French investment vehicles. The policy objective is to maintain transparency and compliance in the financial markets, ensuring that investors have adequate information about the structure and assets of the schemes in which L’Oréal employees participate.
Scope and Application
The ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/296, made by Amanda Zeller, a delegate of the Australian Securities and Investments Commission (ASIC), applies to L’Oréal SA, its subsidiaries, and several specified entities such as CACEIS BANK, Amundi Asset Management, and Amundi ESR. The instrument modifies the definition of an Employee Share Scheme (ESS) interest under the Corporations Act 2001 to include units in a French collective employee investment vehicle known as a ‘fonds commun de placement d’entreprise’ (FCPE), provided certain conditions are met. This modified definition applies to the L’Oréal Group Savings Plan, where the L’Oréal Employee Share Plan FCPE is involved. The instrument is in effect from the day after its registration on the Federal Register of Legislation and will be repealed on 1 May 2034.
Key Provisions
The ASIC Corporations (L’Oréal SA Employee Share Scheme Disclosure) Instrument 2024/296I, made by Amanda Zeller as a delegate of the Australian Securities and Investments Commission (ASIC), introduces specific modifications to the Corporations Act 2001 (referred to as the "Act") for the purposes of L’Oréal SA's Employee Share Scheme (ESS). The instrument primarily modifies the definition of an "ESS interest" under Division 1A of Part 7.12 of the Act to include units in a French collective employee investment vehicle known as a ‘fonds commun de placement d’entreprise’ (FCPE), provided that the FCPE holds shares in L’Oréal SA and those shares are tradable on a financial market listed in section 1100K of the Act (Section 5). This modification applies to L’Oréal SA, its subsidiaries, and specific entities such as CACEIS BANK, Amundi Asset Management, and Amundi ESR, which are involved in the administration and management of the L’Oréal FCPE (Section 5(a)-(e)).
The obligations imposed by this instrument are primarily on L’Oréal SA and the specified entities. These entities are required to comply with the modified definition of ESS interest as stipulated in the instrument, ensuring that any units in an FCPE, under the described conditions, are treated as ESS interests. This includes ensuring that the FCPE holds shares of L’Oréal SA that are fully paid and that these shares are capable of being traded on a specified financial market. The instrument mandates that these entities provide the necessary disclosures in accordance with the modified definition, which is crucial for maintaining transparency and compliance with the Act (Section 5).
Breach of the provisions outlined in this instrument could result in various consequences. While specific penalties are not detailed within the instrument itself, violations of the Corporations Act 2001 can lead to both civil and criminal penalties. Civil penalties may include fines, orders for restitution, and other corrective measures to ensure compliance. Criminal penalties could involve fines and imprisonment, depending on the severity and intent of the breach. The exact penalties would be determined in accordance with the general provisions of the Act, which may include significant financial penalties for corporations and potential imprisonment for individuals found in breach of specific sections of the Act. It is essential for the entities governed by this instrument to adhere to the legislative requirements to avoid such consequences.