Article L225-248 of the Code de commerce, amended by the law of 9 March 2023, requires regularization when shareholders' equity falls below 50% of the share capital. This provision aims to protect the interests of creditors and shareholders.

During the Casino transaction in 2024, historical shareholders suffered a dilution of 99.7%. This dilution was caused by the massive creation of new shares to convert debt into equity.

The preferential subscription right, provided for in article L225-132 of the Code de commerce, is a protective mechanism that allows existing shareholders to subscribe to new shares before they are offered to the public. This aims to protect current shareholders against the dilution of their holdings.

Articles L225-127 to L225-150 of the Code de commerce govern capital increases in public limited companies. These articles define the procedures and conditions required to carry out a capital increase, including shareholder rights and corporate obligations.

The AMF General Regulation, in articles 223-14 to 223-17, does impose disclosure obligations when ownership thresholds are crossed. These obligations are crucial for assessing changes in the shareholder structure and their potential impacts on governance.

The TERP is calculated as follows: (old share price × number of existing shares + subscription price × number of new shares) / total number of shares after the transaction. This formula quantifies the dilution suffered by shareholders who do not participate in the transaction.

When analyzing a cash capital increase, it is crucial to examine the TERP and the preferential subscription right, while total debt is less relevant since it is not directly affected by this transaction.

A cash capital increase generally improves the financial autonomy ratio and strengthens the company's borrowing capacity because it increases shareholders' equity. However, this depends on the specific terms of the transaction and the company's financial context.