FRANCE Law and Practice Contributed by: Karl Hepp de Sevelinges, Nicolas Martin, Cyril Deniaud and Benjamin Cohu, Jeantet
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding before launching an offer may be permissible in specific situations, particularly when aligned with strategic goals that are well documented and communicated to regulatory bodies if necessary. It is advisable for compa - nies to seek legal advice to navigate through MAR’s complexities and ensure their stakebuild - ing strategies comply with all relevant legal and regulatory standards. 4.2 Material Shareholding Disclosure Threshold Notification of Threshold Crossing (déclaration de franchissement de seuil) In France, individuals or entities acting indepen - dently or in concert must disclose their holdings in any company listed on the regulated market of Euronext Paris (i) to the company and (ii) to the AMF, within four trading days upon crossing cer - tain thresholds of share capital or voting rights. These thresholds are set at 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% and 95%. The disclosure must include details such as the number of shares and voting rights held. The AMF subsequently makes this To determine whether a threshold has been crossed, specific rules for calculation and aggre - gation apply. These include: • adding shares and voting rights held by enti - ties acting in concert or controlled by the disclosing party; information public. Aggregation rules • including shares and voting rights that the disclosing party or its concert parties may acquire at their discretion through financial instruments or agreements;
in IPOs has been removed from the AMF General Regulation, making the listing pro - cess more appealing to a broader range of issuers, including private equity funds seeking exit strategies. • More flexible prospectus rules: The Listing Act significantly relaxed prospectus require - ments since 4 December 2024, notably by: (a) raising the threshold triggering a pro - spectus requirement from 20% to 30% of the securities already admitted to trading per year, such threshold being applicable in case of admission to trading and in case of public offering, whether on the regulated market of Euronext Paris or on a multilateral trading facility market (eg, Euronext Growth Paris); (b) introducing new exemptions based on listing duration of existing securities, allowing issuers to publish a simplified 11-page information document instead of a full prospectus in several cases; and (c) introducing new simplified prospectuses structures ( “EU follow-on prospectus” and “EU Growth issuance document” ). In addition, from 5 June 2026, the threshold triggering a prospectus requirement in case of public offering(s) will be increased from EUR8 million to EUR12 million per year. Together, these changes reflect France’s ongo - ing commitment to aligning its regulatory envi - ronment with international standards while enhancing market efficiency and protecting investor interests.
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