FRANCE Law and Practice Contributed by: Raphaële Courtier, Sébastien de Monès, Victor Camatta and Jessica Chartier, Bredin Prat
of the offer document filed in relation to the offer; • it sets out the offer timetable; and • it publishes the outcome of the tender offer. If the target company’s securities are listed on a regulated market outside the European Eco- nomic Area (EEA), the AMF General Regulation will not regulate the offer (even if the target com- pany’s registered office is located in France). Methods of Acquisition The offer must be filed (by way of an offer letter) with the AMF by one or more banks on behalf of the offeror. Consideration for the offer can be in cash, shares, or a combination of the two. One or more banks must guarantee the payment of the consideration offered to the selling share- holders by the offeror. Once the offer letter has been filed, the AMF publishes a filing notice. Upon filing of the offer, the bidder should also publish a draft offer docu- ment which will be reviewed by the AMF before clearance of the offer. The listed target is also required to publish a response document (this is done simultaneous- ly with the filing of the offer or at a later stage depending on the nature of the offer and the cir- cumstances of the offer). The acquisition of a listed target can be imple- mented either through: • a voluntary tender offer – in principle, the price of a voluntary tender offer will be set freely by the offeror, but some restrictions to this rule exist; or • a mandatory tender offer. The filing of a tender offer is mandatory when:
• individuals or legal entities come to hold (alone or in concert, directly or indirectly) 30% or more of the share capital or voting rights of the target (for companies listed on Euronext Paris). Such threshold is set at 50% for companies listed on Euronext Growth. In addition, this offer may sometimes and under certain conditions extend to subsidiaries of the French target company if they are listed either on a regulated market within the EEA or an equivalent foreign market; and • the offeror already holds (alone or in concert, directly or indirectly) between 30‒50% of the share capital or voting rights of the target listed on Euronext Paris, and increases that holding by 1% or more in less than 12 con- secutive months. Mandatory tender offer prices cannot be lower than the highest price paid by the offeror for securities of the target during the 12-month period preceding the event that triggers the mandatory offer. Funding Certainty of funding is required at the time the offer letter (and the draft offer document) is filed with the AMF. When filing the offer letter, the guaranteeing bank guarantees that the com- mitments made by the offeror in the offer are irrevocable. Prior to giving the guarantee, the guaranteeing bank will usually seek to have the offeror deposit with it the necessary funds to cover the guarantee, or require an on-demand guarantee from another financial institution or an equity commitment letter from reputable finan- cial sponsors. A description of how the offer is being financed/the source(s) of financing that will be put in place must be included in the offer doc- ument. The offeror generally provides a descrip- tion of the main terms of the debt facilities or other instruments entered into in order to finance
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