French Monetary and Financial Code
In forceI. - The General Regulation of the Autorité des marchés financiers sets the conditions under which any natural person or legal entity who is a shareholder of a company whose registered office is located in France and whose shares are admitted to trading on a regulated market of a Member State of the European Union or of another State party to the Agreement on the European Economic Area, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, coming to hold, directly or indirectly, more than three tenths of the capital or voting rights, or holding, directly or indirectly, between three tenths and half of the capital or voting rights and which, in less than twelve consecutive months increases its holding of capital or voting rights by at least one hundredth of the company's capital or voting rights, must immediately inform the Autorité des marchés financiers and file a draft public offer to acquire a specified quantity of the company's shares. If this person fails to do so, any shares held in excess of three-tenths of the capital or voting rights, or in excess of his holding plus the aforementioned fraction of one-hundredth of the capital or voting rights, shall be stripped of their voting rights.
Direct or indirect ownership of a fraction of the capital or voting rights is assessed in accordance with Articles L. 233-7 and L. 233-9 of the Commercial Code. The General Regulation of the Autorité des Marchés Financiers shall determine the precise list of agreements or financial instruments referred to in 4° of I of article L. 233-9 which must be taken into account to determine this holding. The agreements and instruments mentioned in 4° bis of I of Article L. 233-9 of the French Commercial Code are not taken into account in determining this holding.
The proposed price must be at least equal to the highest price paid by the bidder, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, over a twelve-month period prior to the event giving rise to the obligation to file a draft public offer. The Autorité des marchés financiers may request or authorise a change in the proposed price in the circumstances and according to the criteria set out in its general regulations.
The AMF General Regulation also sets the conditions under which the AMF may grant an exemption from the obligation to file a draft public offer for financial instruments issued by a company whose registered office is in France and whose financial instruments are admitted to trading on a regulated market in a Member State of the European Union or in another State party to the Agreement on the European Economic Area.
II. - A draft public offer must also be filed in accordance with the terms and conditions set out in I of the General Regulations of the Autorité des marchés financiers (AMF) when any natural person or legal entity acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code comes to hold, directly or indirectly, more than five tenths of the capital or voting rights of a company whose registered office is in France and whose shares are admitted to trading on a financial instruments market that is not a regulated market in a Member State of the European Union or in another State party to the Agreement on the European Economic Area, when the person managing this market submits a request to the Autorité des marchés financiers.
III. - The General Regulation of the Autorité des marchés financiers shall also set the conditions under which any proposed public offer filed in accordance with the provisions of Section 1 of this Chapter or of this Section must, where the offer concerns a company that holds more than three-tenths of the capital or voting rights of a French or foreign company whose equity securities are admitted to trading on a regulated market of a State party to the Agreement on the European Economic Area or on an equivalent market governed by foreign law and which constitutes an essential asset of the holding company, be accompanied by documents proving that an irrevocable and fair public offer has been or will be filed for the entire share capital of the said French or foreign company, no later than the opening date of the first public offer.
