French Insurance Code
In forceI.-Any transaction enabling a person, acting alone or in concert with other persons within the meaning of article L. 233-10 of the French Commercial Code, to acquire, extend, reduce or cease to hold, directly or indirectly, a stake in an undertaking referred to in 1° of article L. 310-2 or 1° of III of article L. 310-1-1 of this code must be notified to the Autorité de contrôle prudentiel et de résolution (ACPR) as provided for in the first paragraph of article L. 322-4 before it is carried out, if one of the following three conditions is met:
1° The proportion of voting rights or capital held by this person or these persons rises above or falls below the thresholds of one tenth, one fifth, one third or one half ;
2° The company becomes or ceases to be a subsidiary of this or these persons;
3° The transaction enables that person or those persons to exercise significant influence over the management of that undertaking.
For the purposes of this section, fractions of voting rights are calculated in accordance with the provisions of article L. 233-4, I and IV of article L. 233-7 and article L. 233-9 of the French Commercial Code. No account is taken of voting rights or shares held by credit institutions, portfolio management companies or investment firms following the underwriting or guaranteed placement of financial instruments, within the meaning of 6-1 or 6-2 of Article D. 321-1 of the Monetary and Financial Code, provided that these rights are not exercised or otherwise used to intervene in the management of the issuer and provided that they are disposed of within one year of acquisition. The equity holding is calculated by adding together, where applicable, the direct holding and the indirect holding or holdings in the capital of the company. Indirect holdings are calculated by multiplying the fractions held in the capital of each intermediate entity and in the capital of the undertaking.
The Autorité de contrôle prudentiel et de résolution shall draw up a list of the information it deems necessary to carry out the assessment provided for in Article R. 322-11-2 and which must be communicated to it as part of the notification provided for in the first paragraph of Article L. 322-4. This list is accessible on the AMF website.
The information requested shall be proportionate and appropriate to the nature of the proposed acquirer and the proposed acquisition. The AMF shall not request information that is not relevant to the assessment.
The transactions referred to in the first paragraph shall only be brought to the immediate attention of the Autorité de contrôle prudentiel et de résolution when they are entered into between persons governed by the law of one or more Member States of the European Union or of another State party to the Agreement on the European Economic Area and belonging to the group of persons who already have effective control over the undertaking subject to supervision and when the undertaking acquiring a holding is subject to supervision by the same authority as the undertaking which ceases to hold a holding.
II - The provisions of paragraph I also apply to the acquisition, extension or disposal of direct or indirect shareholdings in insurance group companies as defined in Article L. 322-1-2 whose registered office is located in France.
