Winding-up Management Procedure
Enerfip must establish a winding-up management procedure in the event that its activities cease.
This procedure ensures that all financing operations — in particular, repayments — can be carried through to completion even in the absence of Enerfip.
It involves defining the key operational processes required to guarantee the proper continuation of funding activities until all obligations have been fulfilled.
The monitoring and operational tasks normally handled by Enerfip must therefore be maintained to allow projects to reach their term.
For example, Enerfip must prepare a list of all management actions it performs throughout the life of its crowdfunding offers that would need to be maintained in the event of its discontinuation.
The purpose of this procedure is to describe how Enerfip’s banking partner, Lemonway (a payment services provider authorized by the ACPR under number 16568), will take over the winding-up management in the event of Enerfip’s default.
In the event of Enerfip’s default
Should Enerfip face a potential default (cessation of activity, bankruptcy filing, or a formal request by Enerfip to anticipate a foreseeable default), Lemonway will take over the winding-up process as follows:
- Continuity of internal operations, managed by Lemonway during a transitional “degraded” phase with limited customer service (no opening of new accounts);
- Suspension of ongoing fundraising campaigns and reimbursement of those affected, if applicable;
- Continuation of existing operations until the completion of repayments, without launching new projects, and until all reimbursements or securities have been extinguished or transferred;
- The Lemonway payment account will be credited with the funds that were previously injected automatically into Enerfip’s SC payment account;
- Identification of a successor agent to Lemonway if necessary.
Implementation of the continuity plan
In accordance with ACPR Recommendation 2017-R-02 of December 22, 2017, Enerfip will ensure the establishment of the following elements:
- A list of key operational processes required to ensure business continuity, transmitted to Lemonway and reviewed annually.
This list includes:- Management of payments collected from issuing companies of financial securities subscribed via the Enerfip platform;
- Investor repayment processes;
- Updating investor information;
- Updating issuer company information;
- Recovery processes;
- Investor communication processes;
- Organization of annual general meetings for equity investments in SPVs;
- Adjustment of repayment schedules for investments made through the Enerfip platform;
- Tax reporting processes.
- Delegation of key processes to Lemonway or its designated agent to ensure continuity of operations for both investors and project owners, in accordance with loan contract templates (Article R.548-6 of the French Monetary and Financial Code) and Enerfip’s Terms and Conditions.
- All processes listed above will be handled by Lemonway or its designated agent,
- Except for the organization of annual general meetings for SPV equity investments, which will be managed by the project owner replacing Enerfip as the representative of the SPVs.
- Identification of all contractual relationships established by Enerfip to manage its business, so that Lemonway or its agent can directly assume operational responsibility or rely on pre-defined substitution clauses within these contracts. This includes:
- Providing Lemonway access to project owner agreements and any upcoming recurring invoices to ensure payment continuity and management of ongoing investment flows;
- Providing access to tax declaration modules and guidance for filing;
- Providing access to governance modules and project owner contact information to enable Enerfip’s substitution by project owners as SPV representatives and manage general meetings;
- Providing a list of automated emails that must continue to be sent to investors for essential updates;
- Providing access to IT service provider contracts to maintain the platform in a “degraded” operational state for repayment management and investor information.
Lemonway will also have access to Enerfip’s servers and source code so that winding-up management does not require data migration. The Enerfip application used for managing repayment events (defaults, incidents, early repayments, recovery) will remain functional under Lemonway’s control.
In the event of activation of the winding-up management
An immediate management plan will be implemented between Enerfip and Lemonway, including:
- Clear, balanced, and prior communication to all stakeholders about the winding-up system, outlining the implications of Enerfip’s closure for both investors and issuing companies, identifying Lemonway (or its agent) as the party in charge, and clarifying which rights or services cannot be maintained (e.g., new project subscriptions, dashboards, account top-ups);
- Establishment of a communication schedule specifying responsibilities and timelines for updates to issuing companies and investors regarding the winding-up process or activity transfer;
- Communication to issuing companies and investors about the need to save contractual documents before the Enerfip website is closed;
- Notification to issuing companies identifying their new direct contact (Lemonway) for payments and their role in managing the winding-up process — particularly for repayment of securities via Lemonway and organization of SPV general meetings, where applicable.