FRANCE Law and Practice Contributed by: Bertrand Barrier, Anne Toupenay-Schueller and Cyril Deniaud, Jeantet
listed on the regulated market of Euronext Paris, a notification of intent for the following six months must be filed with the AMF and the company within five trading days. Such notification must include: • whether the investor is acting alone or in concert; • the methods of financing the acquisition; • whether the investor intends to continue buying shares and to acquire control of the issuer; • whether the investor intends to request the appointment of one or several members of the board of directors, the management board or the supervisory board; • the strategy the investor intends to pursue in rela- tion to the issuer; • any agreements on a securities financing transac- tion involving the shares or voting rights of the issuer; and • the investor’s intentions regarding the settlement of any financial futures that it holds on the issuer’s shares. If the investor’s intention changes within six months of the notification of intent, an updated notification must be filed. These requirements aim to maintain market integrity Regulations related to a notification of intent are sup- plemented by the AMF’s General Regulation, under which any person preparing a financial transaction that is likely to have a significant impact on the price of a financial instrument must disclose the charac- teristics of this transaction to the public as soon as possible. If confidentiality is temporarily necessary for the transaction to be carried out and if such person is able to maintain this confidentiality, such person may bear responsibility for deferring such disclosure. In addition, in case of leakage, an anti-rumour mecha- nism (known as “put up or shut up”) is provided for in the AMF’s General Regulation. Particularly when the shares of an issuer are subject to significant price fluc- tuations or unusual volumes, this mechanism allows and investor confidence. AMF’s General Regulation
the AMF to request that where there is reasonable ground to believe that a person is preparing a tender offer, this person should declare its intent within a peri- od of time set by the AMF. If the person questioned states that it does not intend to make a tender offer for the shares of the potential target, it may not make a tender offer for the company concerned before the expiry of a six-month period from the date of such statement, unless there is a significant change in the environment, situation or shareholding structure of the target or the potential bidder. If the person questioned acknowledges its intent to make a tender offer, it must disclose the details of such tender offer in a press release within a period of time set by the AMF, fail- ing which, the person will be deemed not to have the intent to make a tender offer. 6.2 Mandatory Offer In France, when a target company is listed on the reg- ulated market of Euronext Paris, a mandatory offer for the balance of the target’s shares and other equity securities that grant access to its share capital is trig- gered under two primary circumstances: • when the bidder, acting alone or in concert, directly or indirectly crosses the threshold of 30% of the target’s shares or voting rights; and • when a bidder who already holds between 30% and 50% of the shares or voting rights, increases such holding by more than 1% within a period of less than 12 consecutive months. For calculating these thresholds, the same rules as those used for legal reporting obligations apply (see 6.1 Stakebuilding ). The AMF can grant exemptions to this mandatory ten- der offer requirement in specific situations. Exemp- tions may be granted in cases where the threshold crossing results from capital increases aimed at rescu- ing a financially distressed company, or from corporate restructuring transactions like mergers, demergers, or contributions in kind, provided these transactions are approved by the target’s shareholders. 6.3 Transaction Structures In France, the typical transaction structure for the acquisition of a public company is the acquisition of
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