Bonds redeemable in shares

Bonds redeemable in shares (ORA — Obligations Remboursables en Actions) are debt instruments that are mandatorily or optionally converted into equity at maturity or upon a trigger event, rather than repaid in cash. They are classified as compound financial instruments under IFRS 9, requiring bifurcation between the debt host component and the embedded equity derivative. In fundraising contexts, ORAs are used as a flexible bridge financing instrument that converts into equity at the next funding round, often with anti-dilution protections. Their valuation requires specific modelling to separate debt and equity components.

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Example: a French startup raises CHF 2.0 million through ORAs convertible into shares at the Series A price, with a 20% discount. At Series A (CHF 8.0 million at CHF 200 per share), ORA holders convert at CHF 160 per share, receiving 12,500 additional shares relative to a straight equity investor — a significant economic advantage recognised in the instrument's initial valuation.

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Hectelion values complex convertible instruments including ORAs for accounting, fundraising and litigation purposes.