French Monetary and Financial Code
In forceI.-Pursuant toArticle L. 214-24-2-1, a portfolio management company may undertake pre-marketing activities in France or in another Member State of the European Union except where the information presented to potential professional clients is :
a) Sufficient to enable investors to commit to subscribing to or acquiring units or shares of a given AIF;
b) Equivalent to subscription forms or similar documents, whether in draft or definitive form;
c) Equivalent to instruments of incorporation, a prospectus or offering documents of an AIF not yet established in definitive form.
Where a draft prospectus or offering document is provided, it does not contain sufficient information to enable investors to make an investment decision and clearly indicates that:
a) It does not constitute an offer or an invitation to subscribe or acquire units or shares of an AIF; and
b) The information presented therein is not reliable because it is incomplete and subject to change.
II - Portfolio management companies shall ensure that investors do not subscribe to or acquire units or shares of an AIF through pre-marketing and that investors contacted in this context may only subscribe to or acquire units or shares of an AIF through marketing authorised pursuant to I and the first paragraph of II ofArticle L. 214-24-1 andArticle L. 214-24-2.
Any subscription or acquisition by professional clients, within eighteen months of the start of pre-marketing by the portfolio management company, of units or shares of an AIF referred to in the information provided in the context of pre-marketing or of an AIF established as a result of pre-marketing, shall be deemed to result from marketing and shall be subject to the applicable notification procedures referred to in I of Article L. 214-24-1 or in Article L. 214-24-2.
Within two weeks of the start of pre-marketing, the portfolio management company shall send an informal letter to the Autorité des marchés financiers in accordance with the procedures set out in the general regulations of the Autorité des marchés financiers.
The Autorité des marchés financiers shall immediately inform the competent authorities of the Member States of the European Union in which the portfolio management company is undertaking or has undertaken pre-marketing activities.
At the request of the competent authorities of the Member State in which the pre-marketing is taking place or has taken place, the Autorité des marchés financiers shall provide these authorities with additional information on the pre-marketing that is taking place or has taken place within the territory of that Member State.
III -A third party may undertake pre-marketing activities on behalf of an asset management company only if it is itself authorised as an investment firm in accordance with Directive 2014/65/EU, as a credit institution in accordance with Directive 2013/36/EU, as an asset management company, a management company established in a Member State of the European Union or an asset manager established in a third country in accordance with Directive 2011/61/EU or acts as a tied agent in accordance with Directive 2014/65/EU. This third party is subject to the conditions set out in this article.
IV -Asset management companies shall ensure that pre-marketing is adequately documented.
