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bons de souscription d'actions
passage de l'intervenant sur alarme

Glossary entry

French term or phrase:

compensation avec des créances liquides et exigibles

English translation:

payable by set-off against liquid claims due

Added to glossary by Adrian MM.
Oct 20, 2019 20:09
4 yrs ago
21 viewers *
French term

compensation avec des créances liquides et exigibles

French to English Bus/Financial Finance (general) employee share scheme
I have read the previous entries for "créances liquides et exigibles" but I don't really understand the meaning it in the context. Thanks

[the board] décide que conformément aux dispositions légales, les BSPCE [share warrants] sont attribués à titre gratuit et que le prix à payer lors de l'exercice de chaque BSPCE sera égal à XX (XX) euros par action, soit avec une prime d'émission de XX (XX) par action, payable en numéraire, y compris par voie de compensation avec des créances liquides et exigibles détenues sur la Société

........actions souscrites sur exercice des BSA et/ou des BSPCE devront être intégralement libérées lors de leur souscription, soit par versement en numéraire, soit par compensation avec des créances liquides et exigibles,
Proposed translations (English)
3 -1 payable by set-off with claims overdue
4 -1 payable... by an offsetting claim to liquid and payable debts
1 +1 by offsetting certain, liquid and due receivables / by offsetting certain, liquid and payable debts
Change log

Oct 29, 2019 08:38: Adrian MM. Created KOG entry

Discussion

Germaine Oct 26, 2019:
Julie, Les BSPCE sont des share purchase warrants which allow their holder to buy a share at a fixed price at any time before a certain date. Here, when exercising its warrants, the holder can either pay cash the exercise price, or he may ask the company to pay it for him, using the money that the company already owes him; the holder then pays any balance, if any. This is what is meant by "compensation". See, for example:
clearing agreement
http://www.btb.termiumplus.gc.ca/tpv2alpha/alpha-fra.html?la...

Je suppose que ça donnerait quelque chose comme "...payable in cash, including by way of [netting] [offsetting] against current claims to cash."

créances liquides = claims to cash
CPA Canada Handbook, EIC-79/CPN-79, IEC-95/CPN-95, PS-1100

créances liquides exigibles = current claims to cash.
Julie Barber (asker) Oct 22, 2019:
@Dayro, thanks, I used "due"
Daryo Oct 21, 2019:
"due" vs "overdue" They are not the same - a debt becomes "due" at the date when the payment has to made. The debt become "overdue" ONLY after a "tolerance period" has passed.

For example, the rent can be "due" on the first of the month, and will become "overdue" only on the 5th of the month if the contract gives a tolerance for 5 days for paying.

I really can't see how the two could be equated.
Wolf Draeger Oct 21, 2019:
@Asker Julie, sorry, that last link has nothing to do with rkillings, it's where I found the subsequent quote to give one example of how the term is understood in FR.

Back to Bob, I think his answer in the first of the initial two links I posted more or less answers your question too.
Julie Barber (asker) Oct 21, 2019:
Thanks Wolf. Yes it was some of Uncle Bob's earlier posts that set me off with the capital question. Can't see him on your link thought?
Wolf Draeger Oct 21, 2019:
Bob's your uncle :) From this link (https://www.compta-facile.com/comptabilisation-d-une-augment...

« Comptabilisation d’une augmentation de capital par compensation avec des créances – Date de comptabilisation d’une augmentation de capital par compensation avec des créances

Cette opération n’est autorisée que pour les créances liquides et exigibles. Il peut s’agir d’une dette fournisseur, d’un compte courant d’associé créditeur, de dettes rattachées à des participations ou de toute autre créance détenue par un tiers sur la société. »

I think a wording with "liquid claims" is your best bet. Bob (rkillings) really knows his stuff, his answers are worth their weight in gold.
Eliza Hall Oct 21, 2019:
What Wolf Draeger said Founders' share warrants.

A few links to better understand:
"Les BSPCE (Bons de Souscription de Parts de Créateur d’Entreprise) sont une opération sur le capital social qui permet de mettre en place un intéressement au capital social à la disposition des start-ups. Ils permettent de motiver leurs bénéficiaires à participer et à soutenir la croissance de l’entreprise lors de sa phase de développement."
https://www.legalstart.fr/fiches-pratiques/capital-social/bs...

https://www.management-package.com/LES-BSPCE-BONS-DE-SOUSCRI...

https://www.capshare.com/blog/understanding-convertible-debt...

"What makes convertible notes unique is that they are typically repaid with equity." https://www.capshare.com/blog/understanding-convertible-debt...
Wolf Draeger Oct 21, 2019:
Claims ~ e.g. loans BSPCE are founders stock options, so a claim against the company could be one or more loans given by a founder or founding entity to it (perhaps on the understanding it would later be converted into equity). The share scheme may be a mechanism for giving senior staff/executives a slice and existing shareholders a bigger slice of the company's stock.
Julie Barber (asker) Oct 21, 2019:
Thanks Adrian, I did indeed just discover that a payment is being made this way by another company (who is already a shareholder.....I am rather foxed by what is actually going on....). I just wanted to better understand what is happening so as to avoid mistakes on my part. But OK will work on the basis that these are claims against the company
Adrian MM. Oct 21, 2019:
BSA vs. BSPCE Assuming, Julie, these are debts due to the salaried employees - rather than to others dealing with the company, I wouldn't qualify the translation by pinpointing or narrowing down the circumstances in which a claim could be triggered e.g. arrears of pay, unpaid holiday time off, Christmas bonus or compensation (an indemnity) for an accident-at-work owed to workers https://www.lecoindesentrepreneurs.fr/compensation-creances-...

It might be quite easy, even for the company, to contrive a claim against itself to present employees with a share-scheme bonanza. (PS the translation office I use to work inhouse for in Central London put a stop on an employee share scheme in case we lot took control of the company - and ran it a lot better than the gormless Board of Directors).
Julie Barber (asker) Oct 21, 2019:
@Wolf, thanks for the link
Julie Barber (asker) Oct 21, 2019:
Hi Adrian. It's an employee share scheme. The company is increasing the share capital, awarding the "warrants" for "free" and then when the employees exercise them, within a fixed period and for a fixed price, they are payable in cash or by this method, so yes it's a consideration for the shares. I've never seen this before so do not quite understand. Who would the claims be against - the company? (salaries or other monies due?)
Wolf Draeger Oct 20, 2019:
@Asker You mean these entries?
https://www.proz.com/kudoz/french-to-english/business-commer...—https://www.proz.com/kudoz/french-to-english/finance-general...

What bothers you about the use of the term in your text?

Proposed translations

-1
1 hr
Selected

payable by set-off with claims overdue

... agains and not on the company.

Notes:

1. it's set-off, as in the equitable doctrine in ENG and not offset.

2. It's not a capitalis/zation, namely of profits with a bonus a.k.a. scrip issue.

3. Liquid - cash 'car exprimée en devise' and not liquidated e.g. a fixed amount

4. it is IMO a form of consideration paid for the shares. Whether this form of 'past' consideration would be acceptable in ENG contract law, I very much doubt.

--------------------------------------------------
Note added at 2 hrs (2019-10-20 22:18:30 GMT)
--------------------------------------------------

https://www.proz.com/kudoz/french-to-english/business-commer...
Example sentence:

On dit généralement qu’une créance doit être certaine, liquide et exigible. Certaine car il ne doit pas être possible de contester son fondement. Liquide, car exprimée en devises. Exigible car sa date d’échéance doit être dépassée.

Reference:

http://eng.proz.com/kudoz/french-to-english/business-commerce-general/1842138-compensation-avec-des-créances-liquides-et-éligibles-sur-la-

Note from asker:
Thanks Adrian, please see my comments above
Peer comment(s):
agree Francois Boye : set-off AGAINST instead of with
4 hrs
Merci and thanks. You are right about the preposition, but I wanted to avoid a double-up of against - namely. set-off against claims overdue against the co. vs. debts overdue from the co.
disagree Daryo : simply "due" // "overdue" would imply that any reasonable time-allowance for paying was long past, while if a payment becomes "due" on the same day as the "set-off" is being done, it could be part of the set-off. + you omitted the "dettes liquides" part.
13 hrs
The asker is after the direction of the set-off. The timing does not turn a set-off into a partial one, rather the amounts payable & receivable.*Exigible car sa date d’échéance doit être dépassée* = overdue, as in a/c *practice > NO - subsumes 'liquides'.
disagree Eliza Hall : I don't see anything in the FR language or the logic of BSPCE that suggests "overdue" here.
19 hrs
Pls. read carefully my response to Daryo. Due vs. overdue is not the point.
Something went wrong...
3 KudoZ points awarded for this answer. Comment: "Thank you to everybody who replied, I based my translation on all of your answers. I have chosen this one, because the explanation helped me with the initial understanding of the phrase (but I stripped a point off for overdue :-))"
+1
1 hr

by offsetting certain, liquid and due receivables / by offsetting certain, liquid and payable debts

... subscription to the share capital increase may be by offsetting certain, liquid and due receivables / by offsetting certain, liquid and payable debts held against the Company ...

sources:

RAMSAY GENERALE DE SANTE : provisional annual results ...
www.globenewswire.com › news-release › 2019/08/28 › RAMSAY-GENE...
Aug 28, 2019 - In accordance with their subscription commitments, the two majority shareholders of Ramsay Générale de Santé, Ramsay Health Care (UK) and Prévoyance Dialogue du Crédit Agricole (“Predica”), subscribed to the capital increase in full by offsetting receivables against the company's certain, liquid and due receivables they held in respect of the subordinated bonds used to finance the acquisition of Capio, for EUR 318.1 million and EUR 239.9 million respectively. Their stake increased to 52.53% and 39.62% of the capital respectively after the capital increase.

RAMSAY GENERALE DE SANTE: Final annual ... - Bloomberg
https://www.bloomberg.com › press-releases › ramsay-generale-de-sante-fi...
Sep 25, 2019 - In accordance with their subscription commitments, the two majority shareholders of Ramsay Générale de Santé, Ramsay Health Care (UK) and Prévoyance Dialogue du Crédit Agricole (“Predica”), subscribed to the capital increase in full by offsetting receivables against the company's certain, liquid and due receivables they held in respect of the subordinated bonds used to finance the acquisition of Capio, for EUR 318.1 million and EUR 239.9 million respectively. Their stake increased to 52.53% and 39.62% of the capital respectively after the capital increase.

A limited liability company with a Board of Directors - Areva
www.sa.areva.com › finance › liblocal › docs › fev_2017 › Rapport_Cons...
Feb 3, 2017 - Subscription to the Share Capital Increase may be in cash, or by offsetting certain, liquid, and payable debts held by the French State and owed by the Company,
Note from asker:
Thanks Andres
Thanks again for the links Andres
Peer comment(s):
agree Daryo : but this ST only says "liquid and due"
1 day 41 mins
neutral Germaine : the syntag is offsetting/netting/setting-off AGAINST...
5 days
Something went wrong...
-1
22 hrs

payable... by an offsetting claim to liquid and payable debts

This is one of the ways it's normally phrased in English. Two examples (taken from the SEC filing of a French company):

"Payment [for exercise of BPSCE warrants] can be made in cash or by an offsetting claim against the company's liquid debt."

"In order to exercise one or more warrants, the beneficiary must send the company a declaration by registered letter with receipt acknowledgement, together with a subscription form and payment for the subscription in cash or offset to debts."

https://www.sec.gov/Archives/edgar/data/1375092/000104746906...
Note from asker:
Thanks for your help and research Eliza
Peer comment(s):
disagree Adrian MM. : No indication of whose (ambiguous) 'debts' are being offset - the company's or the employees'. //Read again: the latter as creditors or other companies' claims *against* and not 'on´ the company > créances liquides et exigibles détenues *sur* la Société
36 mins
There's no indication in the FR original, nor, I notice, in your own proposed translation. Seems a bit odd to "disagree" with mine for a supposed flaw (it's not a flaw) that's also present in yours.
Something went wrong...
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