Merci de désactiver le bloqueurs de pub pour visualiser cette vidéo.
General regulation of the AMF into force since 01/01/2021
ELI : /eli/fr/aai/amf/rg/book/3/title/1_2/chapter/2/section/1/20210101/notes

General regulation of the AMF into force since 01/01/2021

Information boxes have been inserted within the General Regulation. They allow for a direct access to the relevant European regulations on the subject matter.

The user will be redirected to the European regulations as initially published in the Official Journal of the European Union and to the subsequent corrigenda, if any. The AMF does not guarantee the completeness of the redirections to these European regulations and corrigenda.

The boxes are located at the most relevant level of the GRAMF depending on the provision of the EU regulations to which they refer (Book, Title, Chapter, Section, etc.).

This additional material is provided for information purposes only and does not constitute a regulatory instrument. The AMF shall not be held liable or responsible for any harm resulting directly or indirectly from the provision or the use of these information boxes.

Table of contents

Book I - The Autorité des marchés financiers

The provisions of the Title I of the Book I have been removed and are now available in the internal rules of the Autorité des marches financiers at the following address: https://www.legifrance.gouv.fr/affichTexte.do?cidTexte=JORFTEXT000035317699.

Title II - The ruling procedure of the Autorité des marchés financiers

Chapter 1er - Request for ruling

When queried in writing ahead of a transaction about an interpretation of this General Regulation, the AMF issues an opinion in the form of a written ruling (rescrit). This opinion stipulates whether, in light of the elements submitted by the interested party, the transaction contravenes this General Regulation.

All persons referred to in Article L. 621-7 of the Monetary and Financial Code who initiate a transaction are entitled to submit a request for a ruling to the AMF.

A request for a ruling is made in good faith and applies to a specific transaction.

The request shall be made by a person party to the transaction. It shall be submitted by registered letter with return receipt and shall be clearly marked "Ruling Request" (demande de rescrit).

The request shall specify the provisions in this General Regulation for which the interpretation is requested and shall set forth the relevant aspects of the planned transaction.

The request shall be accompanied by a separate document giving the names of the persons concerned by the transaction and, where appropriate, any other elements needed for the AMF's assessment. The AMF shall ensure the confidentiality of this document.

The AMF will dismiss without examination any request that does not meet the conditions set out hereabove. The petitioner will be informed of such dismissal.

Chapter 2 - Examination of the request

The ruling is issued by the AMF within thirty working days of receipt of the request and is conveyed to the petitioner. If the request is imprecise or incomplete, the petitioner may be asked to provide supplemental information. In this case, the thirty-day deadline is suspended until the AMF has received that information.

Where it is unable to assess the true nature of the transaction, or where it considers that the request has not been made in good faith, the AMF duly informs the petitioner, within the time period specified in Article 122-1, of its refusal to issue a ruling.

A ruling is valid solely in respect of the petitioner.

Provided the petitioner complies with the ruling in good faith, the AMF shall not take any enforcement action or inform the judicial authorities as regards the aspects of the transaction addressed by the ruling.

Chapter 3 - Publication of the ruling

The ruling and the request are both published in full in the next edition of the AMF's monthly review and on its website.

At the petitioner's request or on its own initiative, however, the AMF may postpone publication for a period of no more than 180 days starting from day the ruling was issued. If the transaction has not been completed by that date, the time period can be extended until the end of the transaction.

Title III - Certification of standard agreements for transactions in financial instruments

Pursuant to Article L. 621-18-1 of the Monetary and Financial Code, the AMF can certify standard agreements for transactions in financial instruments, at the reasoned request of one or more investment services providers or a trade association of investment service providers. To that end, it ensures that the provisions of the standard agreement in question are consistent with this General Regulation.

Title IV - Inspections and investigations by the Autorité des marchés financiers

Chapter 2 - Informing the AMF about the net asset values of collective investment schemes

The AMF must be informed of the net asset values of collective investment schemes if such values are calculated by the management company or open-ended investment company (SICAV) referred to in Point 7, Section II of the Article L. 621-9 of the Monetary and Financial Code that is responsible for such calculation.

Chapter 3 - Supervision of persons referred to in section II of article L. 621-9 of the Monetary and Financial code

To ensure that the market operates in an orderly manner and that the activity of the entities and persons referred to in Section II of Article L. 621-9 of the Monetary and Financial Code complies with the professional obligations arising from laws and regulations or from the professional rules it has approved, the AMF carries out off-site examinations of records and on-site inspections at the business premises of such entities or persons.

To ensure the proper performance of its supervisory duties, the inspectors may order any of the persons referred to in Section II of Article L. 621-9 of the Monetary and Financial Code to retain information, regardless of the storage medium. Such a measure is confirmed in writing, with details of its duration and the conditions in which it may be renewed.

The Secretary General issues an inspection order to the persons he has placed in charge.

The inspection order indicates, inter alia, the name of the entity or body corporate to be inspected, the identity of the inspector and the purpose of the inspection.

Persons subject to inspection shall cooperate diligently and honestly.

Where the proper performance of an AMF inspection has been hindered, this fact is mentioned in the inspection report or in a special report setting out these difficulties.

Post-inspection reports are transmitted to the inspected entity or body corporate. Transmittal does not take place, however, if the Board, alerted by the Chief Executive, observes that a report describes facts which are capable of being characterised as criminal and deems that such transmittal could interfere with legal proceedings. The entity or body corporate to which a report has been transmitted is requested to submit its observations to the Secretary General of the AMF within a specified period, which cannot be less than ten days. These observations are forwarded to the Board if it when it examines the report in accordance with Section I of Article L. 621-15 of the Monetary and Financial Code.

Having due regard for the conclusions of an inspection report and for any observations that may be submitted, the inspected entity or body corporate is informed by registered letter with return receipt or by hand delivery against receipt of the measures it is required to put in place. The entity or body is requested to forward the report and the aforementioned letter to its board of directors, or executive board and supervisory board, or the equivalent decision-making body, as well as to the statutory auditors.

Where the inspected entity or person is affiliated with a central body, as per Article L. 511-30 of the Monetary and Financial Code, a copy of the report and the letter shall also be sent to that body.

Chapter 4 - Investigations

The General Secretariat of the AMF keeps a register of the authorizations provided for in Article L. 621-9-1 of the Monetary and Financial Code.

If, for the purposes of an investigation, the Secretary General wishes to call on a person that is not authorised to carry out investigations, he issues an authorization that is restricted to the investigation in question.

To ensure that investigations proceed smoothly, investigators may order the retention of information, regardless of the storage medium. Such a measure is confirmed in writing, with details of its duration and the conditions in which it may be renewed.

Before the final investigation report is written up, a detailed letter relating the points of fact and of law noted by the investigators is submitted to the persons likely to be charged subsequently. These persons may submit written observations within a period of no more than one month. These observations are forwarded to the Board when it examines the investigation report in accordance with Section I of Article L. 621-15 of the Monetary and Financial Code.

Where the proper performance of an AMF investigation has been hindered, this fact is mentioned in the investigation report or in a special report setting out these difficulties.

The Board examines the investigation report pursuant to Article L. 621-15 of the Monetary and Financial Code.

Title V - The establishment of procedures to report the failings referred to in article L. 634-1 of the monetary and financial code

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012

Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs)

Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012

The AMF General Secretary designates the members of his or her staff, specialised in dealing with reports of the failings referred to in Article L. 634-1 of the Monetary and Financial Code, responsible for receiving and monitoring of such reports and relations with the whistleblower. Specialist staff are trained for this purpose.

In a distinct and easily identifiable section of its website, the AMF publishes information concerning the receipt of reports of failings referredto in Article L. 634-1 of the Monetary and Financial Code.

Independent, autonomous and secure communication channels that guarantee confidentiality are established within the AMF for receiving and monitoring reports of failings referred to in Article L. 634-1 of the Monetary and Financial Code.

The AMF maintains a register of all reports of failings referred to in Article L. 634-1 of the Monetary and Financial Code. The register is kept within a secure and confidential system, and the data contained in it shall be accessible only to specialist AMF staff.

The receipt of reports is acknowledged immediately, except upon express request to the contrary from the whistleblower or if there is reason to believe that acknowledgement of receipt could compromise the confidentiality of the whistleblower's identity.

Book II - Issuers and financial disclosure

Title I - Admission of financial securities to trading on a regulated market and offer of securities to the public

Chapter I - Scope

The provisions of Chapter II of this Title apply to persons or entities which:

  1. Fall within the scope of Regulation (EU) n° 2017/1129 of 14 June 2017 ; or

  2. Make an offer to the public of the following securities :

  • shares in the mutual and cooperative banks referred to in Article L. 512-1 of the Monetary and Financial Code ; or

  • mutual company certificates referred to in Article L. 322-26-8 of the Insurance Code ; or

  • shares in cooperative companies incorporated in the form of a public limited company falling within the scope of Article 11 of Law n° 47-1775 of 10 September 1947 establishing the status of cooperative activities.

I. - The offer of securities to the public mentioned in point 1° of Article L. 411-2-1 of the Monetary and Financial Code is of a total amount, in France and in the European Union, less than EUR 8,000,000 or the foreign currency equivalent thereof.

II. - The offer of securities to the public mentioned in point 2° of Article L. 411-2-1 of the Monetary and Financial Code is addressed to investors acquiring at least EUR 100,000 worth, or the foreign currency equivalent thereof, per investor and per transaction, of the relevant financial securities.

III. - The offer of securities to the public mentioned in point 3° of Article L. 411-2-1 of the Monetary and Financial Code concerns securities with a minimum par value of at least EUR 100,000 or the foreign currency equivalent thereof.

IV. - The total amount of the offer referred to in paragraph I, and the amount referred to in point 2° of Article L. 411-2 of the Monetary and Financial Code are calculated over a twelve-month period. The total amount of these offers is less than EUR 8,000,000 calculated over a twelve-month period.

Any person or entity making an offer of the kind referred to in point 2° of Article L. 411-2 or point 1° of Article L. 411-2-1 of the Monetary and Financial Code shall inform investors participating in the offer that the offer does not require a prospectus to be submitted for approval to the AMF.

Chapter II - Information to be disseminated when securities are admitted to trading on a regulated market or offered to the public

[Removed by the decree of 7 november 2019]

[Removed by the decree of 7 november 2019]

[Removed by the decree of 7 november 2019]

[Removed by the decree of 7 november 2019]

Section 1 - Prospectus

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC

Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301

Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

Where appropriate, an AMF instruction shall specify the nature of the information referred to in Article 1(4) and (5) of Regulation (EU) n° 2017/1129 of 14 June 2017 and to be included in the documents to be drawn up in order not to fall within the scope of the obligation to publish a prospectus.

[Removed by decree of 7 november 2019]

Section 2 - Filing, approval and circulation of prospectuses
Sub-section 1 - Filing and approval of the prospectus

Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements

Commission Delegated Regulation (EU) 2016/301 of 30 November 2015 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for approval and publication of the prospectus and dissemination of advertisements and amending Commission Regulation (EC) No 809/2004

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

Delegated Regulation (EU) n° 2019/980 of 14 March 2019 supplementing Regulation (EU) n° 2017/1129 of 14 June 2017 on the form, content, examination and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and an AMF instruction stipulate:

  1. The form in which the following are filed with the AMF:

    - drafts of the prospectus and any changes to them;

    - drafts of the supplements to the prospectus and any changes to them;

    - drafts of the base prospectus and any changes to them;

    - the final terms determining which options in a base prospectus are applicable to an individual issuance ; and

    - the universal registration documents and any changes to them

  2. Documentation required for scrutinising the file for approval by the AMF, its content and transmission procedures.

I. - The languages accepted by the Autorité des Marchés Financiers, within the meaning of Article 27 of Regulation (EU) n° 2017/1129 of 14 June 2017, for the drawing up and publication of a prospectus, a registration document or a universal registration document are French and English.

Where the prospectus is drafted in a language other than French, the summary note must be translated and available in French.

However, this summary note in French is not required for:

  • offer of financial securities to the public made in one or more Member States of the European Union, excluding France, and not giving rise to admission to trading on a regulated market in France;

  • admission to trading on a regulated market sought in one or more Member States of the European Union, excluding France, and not giving rise to any offer to the public in France other than an offer to the public referred to in points 1 or 2 of Article L. 411-2 of the Monetary and Financial Code or points 2 or 3 of Article L. 411-2-1 of the Monetary and Financial Code;

  • admission to trading of equity securities sought in the compartment referred to in Article 516-5.

II. - Where the final terms of the base prospectus are communicated to the Autorité des Marchés Financiers in accordance with Article 25 (4) of Regulation (EU) n° 2017/1129 of 14 June 2017, the summary note of the individual issuance annexed to the final terms shall be available in French.

I - Where an issuer files or registers a universal registration document in French with the Autorité des Marchés Financiers, it may also file or register the document in a language that is customary in the sphere of finance, in accordance with the terms set out in an AMF instruction. In this case, the successive updates shall be drafted both in French and in the same language customary in the sphere of finance.

II. - In order to benefit from the publication waivers referred to in Article 9 of Regulation (EU) n° 2017/1129 of 14 June 2017, the issuer may, in accordance with Article 221-3, disseminate the whole of the universal registration document or publish a news release explaining how this document and its updates are to be made available.

In the event of the disposal of equity securities by an entity other than the issuer presented in a prospectus drawn up by the issuer, that entity shall also be responsible for the information relating to the description of the entity, of its connections with the issuer or with the group of the issuer, and of the sale of its equity securities, if the equity securities it is disposing of represent more than 10% of all the equities already issued by the issuer and more than 10% of the equity securities offered.

The persons referred to in paragraph II of Article L. 412-1 of the Monetary and Financial Code confirm to the AMF by a declaration that to the best of their knowledge, the information contained in the prospectus for which they are responsible is in accordance with the facts and makes no omission likely to affect its import.

I - The statutory auditors shall state whether the interim, consolidated or annual financial statements that have undergone an audit or a limited review and that are presented in a prospectus, a registration document or a universal registration document or in any supplement, amendment or correction thereto give a true and fair view of the issuer. Where the interim financial statements are summary versions, the statutory auditors shall give their opinion on whether those statements comply with the accounting principles.

They shall declare that any pro forma information that might be presented in a prospectus, registration document or universal registration document or in any supplement, amendment or correction thereto, has been properly prepared in accordance with the indicated basis and that the accounting basis is consistent with the issuer's accounting policies.

II. - They shall examine all the other information in a prospectus, registration document or universal registration document or in any supplement, amendment or correction thereto. This overall examination and any special verifications shall be carried out in accordance with a standard applicable to statutory auditors for prospectus verification.

They shall draw up a completion letter for their work on the prospectus, in which they inform the issuer about the reports appearing in the prospectus, registration document or universal registration document or in any supplement, amendment or correction thereto and upon completion of their overall examination and any special verifications that may have been made in accordance with the aforementioned professional standard, they shall indicate any observations they might have. The issue date of this completion letter must coincide as closely as possible with the date of the expected AMF approval.

The issuer shall forward a copy of the completion letter to the AMF before the filing or approval of the registration document or universal registration document, or of any amendments or corrections thereto. If the letter contains observations, the AMF shall take appropriate action when scrutinising the prospectus.

In case of difficulty, the statutory auditors of a French issuer can approach the AMF with any questions about financial information contained in a prospectus, registration document or universal registration document or in any supplement, amendment or correction thereto.

III. - The provisions of paragraph II shall not apply to prospectuses prepared for an offer to the public or admission to trading on a regulated market of debt securities, provided that the securities do not give holders access to equity, or for admission of financial securities to the compartment referred to in Article 516-5.

I. - Where one or more investment service providers are managing the initial admission of equity securities to trading on a regulated market, such investment service provider(s) shall confirm to the AMF in a declaration that they have exercised customary professional diligence and that such diligence did not reveal any inaccuracies or material omissions in the content of the prospectus, that are likely to mislead investors or affect their judgement.

After the initial admission of equity securities to trading on a regulated market, where one or more investment service providers are managing any offer to the public or admission to trading on a regulated market of said equity securities, the declaration of such investment service provider(s) shall concern only the procedures of the offer and the characteristics of the equity securities being offered or admitted to trading on a regulated market, as described in the prospectus or the note to the equity securities, as applicable.

II. - Where one or more investment service providers are managing an offer to the public of equity securities that are not admitted to trading on a regulated market, such investment service provider(s) shall confirm to the AMF in a declaration that they have exercised customary professional diligence and that such diligence did not reveal any inaccuracies or material omissions in the content of the prospectus that are likely to mislead investors or affect their judgement.

III. - Where one or more legal persons or other entities, whether investment service providers or not, are authorised by a market operator or an investment service provider that operates an organised multilateral trading facility (MTF) within the meaning of Article 524-1 are managing an offer to the public of said equity securities on that MTF, such legal persons or other entities shall declare to the AMF that they have exercised customary professional diligence and that such diligence did not reveal any inaccuracies or material omissions in the content of the prospectus that are likely to mislead investors or affect their judgement.

IV. - The provisions of this article do not apply to prospectuses drawn up for admission of financial securities to the compartment referred to Article 516-5.

Where the requirements of Regulation (EU) n° 2017/1129 of 14 June 2017 and of this Chapter have been met, and particularly where the AMF has received the declarations referred to in Articles 212-14 to 212-16, the AMF shall approve the prospectus.

The signed declarations submitted to the AMF and relating to the final version of the prospectus must be dated no more than two trading days before said approval.

Before approving the prospectus, the AMF may request additional investigations from the statutory auditors or ask for an audit to be carried out by an external specialist, appointed with its agreement, if it considers that the statutory auditors have not exercised due care.

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

Commission Delegated Regulation (EU) No 382/2014 of 7 March 2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus

[Removed by decree of 7 november 2019]

Sub-section 2 - Promotional marketing materials

Commission Delegated Regulation (EU) 2016/301 of 30 November 2015 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for approval and publication of the prospectus and dissemination of advertisements and amending Commission Regulation (EC) No 809/2004

[Removed by decree of 7 november 2019]

[Removed by decree of 7 january 2019]

The prospectus, registration document, universal registration document, supplement to the prospectus and any supplement, amendment or modification thereto published and made available to the public shall always be identical to the original version

approved by the AMF.

The promotional marketing materials relating to a offer to the public other than one of those mentioned in points 1° or 2° of Article L. 411-2 of the Monetary and Financial Code, or points 2° or 3° of Article L. 411-2-1 of said code or to an admission to trading on a regulated market, whatever their form or method of dissemination, shall be submitted to the AMF prior to their dissemination.

The AMF may require that promotional marketing materials referred to in the previous paragraph contain a warning about certain exceptional characteristics of the issuer or the guarantors, if any, or the financial securities being offered to the public or admitted to trading on a regulated market.

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

Section 3 - Special cases

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by decree of 7 november 2019]

[Removed by the decree of 25 August 2016]

[Removed by decree of of 7 november 2019]

Paragraph 1 - Mergers, demergers, partial mergers

Forty-five days before the scheduled date of the first extraordinary general meeting called to authorise a merger, demerger or partial mergers operation, or forty-five days before the the operation completion date if no general meeting is required to authorise it, the document allowing the waiver of a prospectus and referred to in Article L. 621-8 of the Monetary and Financial Code is transmitted to the AMF.

This document contains the information and is made available to the public in accordance with the procedures specified by an instruction, no less than fifteen days for partial mergers or one month for mergers or demergers before the extraordinary general meeting called to authorise the operation or before the the operation completion date if no general meeting is required to authorise it.

The provisions of this article only apply to operations that fall within the scope of Article L. 621-8 IV of the Monetary and Financial Code.

Paragraph 2 - Public offers unrelated to financial securities

I. - This paragraph is applicable to persons or entities making an offer to the public which:

  1. Does not fall within the scope of points 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or of Article L. 411-2-1 of said code; and

  2. Concerns the following securities:

    - shares in the mutual and cooperative banks referred to in Article L. 512-1 of the Monetary and Financial Code; or

    - mutual company certificates referred to in Article L. 322-26-8 of the Insurance Code; or

    - shares in cooperative companies incorporated in the form of a public limited company (société anonyme) falling within the scope of Article 11 of Law n° 47-1775 of 10  September 1947 establishing the status of cooperative activities.

II. - By way of derogation from the rule set out in point IV of Article 211-2 , according to which the total amount of the offer mentioned in paragraph I of the same article is calculated over a twelve-month period following the date of the initial offer, for the application of the provisions of paragraph I of Article 211-2 to an offer of shares in a mutual or cooperative bank, the amount of the offer is assessed per calendar year and at the level of the mutual bank or regional cooperative.

Prior to making any offer to the public on French territory, the persons or entities referred to in Article 212-38-1 draw up a draft prospectus and submit it to the AMF for prior approval.

The prospectus shall contain all the information which is necessary, depending on the particular nature of the issuer and of the securities offered, to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor of the securities being offered to the public, of the rights attaching to such securities and of the conditions in which the securities are issued.

The prospectus also includes:

  • information presenting the issuing bank and the mutual or cooperative network to which it belongs; or

  • information presenting the issuing authorised mutual insurance companies, authorised agricultural mutual insurance or reinsurance funds or companies of mutual insurance groups and the group to which they belong; or

  • information presenting the issuing cooperative company and the cooperative network to which it belongs.

The prospectus may incorporate information by reference to a document filed previously with the AMF or approved by it and also published online on the website of the mutual or cooperative bank or of the company issuing mutual company certificates or of the cooperative company issuing shares or of an entity of the group it belongs to. This information shall be the latest available to the issuer. A table enabling investors to easily find the information incorporated by cross-reference shall be inserted into the prospectus.

The information contained in the prospectus shall be presented in a form that is easy to analyse and understand.

The procedures and content of the prospectus to be drawn up according to the securities being offered are set out in AMF instructions for each of the three categories of securities referred to in point 1 of Article 212-38-1.

Under AMF supervision, certain information may be omitted from the prospectus in the following cases:

  1. Disclosure of such information would be contrary to the public interest;

  2. Disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public;

  3. Such information is only of minor importance for the offer to the public being considered, and is not such as will influence the assessment of the financial condition and prospects of the issuer or of the guarantor, if any, of the l shares or mutual company certificates being offered to the public.

Without prejudice to the adequate information of investors, the contents of the prospectus may be adapted, in exceptional circumstances and under AMF supervision, and subject to the inclusion of equivalent information, if some of the items prove to be inappropriate to the nature of the shares or mutual company certificates concerned, to the business or legal form of the issuer, the person or entity making an offer to the public. In the absence of equivalent information, the issuer, person or entity making an offer to the public shall be exempted, under AMF supervision, from including the items in question in the prospectus

The list of items of information not included in the prospectus pursuant to points 1° and 2° of this article forms part of the documentation required to scrutinise the file.

I. - The prospectus includes a summary note.

II. - The summary note shall present, in a concise manner and in non-technical language, the key information which, together with the prospectus, provides adequate information on the essential characteristics of the shares and mutual company certificates concerned, in order to help investors considering investing in the said securities. It shall be drawn up in a standard form complying with an AMF instruction in order to make it easier to compare summaries relating to similar financial securities.

III. - The summary note shall also contain a warning stating:

  1. That it should be read as an introduction to the prospectus;

  2. That any decision to invest in the shares and mutual company certificates offered to the public should be based on an exhaustive examination of the prospectus;

  3. That where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States of the European Union or parties to the European Economic Area, have to bear the costs of translating the prospectus before the legal proceedings are initiated;

  4. That civil liability attaches to the persons who presented the summary note only if the summary note is misleading, inaccurate or inconsistent when read with other parts of the prospectus or if it does not provide, when read together with the other parts of the prospectus, the essential information to help investors considering investing in the said securities.

Within the meaning of Article 212-38-4, the key information is the essential, appropriately structured information that must be provided to investors in order to enable them to understand the nature of and risks associated with the issuer, the guarantor and the securities being offered, without prejudice to an exhaustive examination of the prospectus by investors.

In light of the offer and the securities concerned, the key information includes the following elements:

  1. A brief description of the risks associated with the issuer and any guarantors, as well as the essential characteristics of the issuer and of said guarantors, including assets and liabilities and financial position;

  2. A brief description of the risks associated with investment in the securities concerned and the essential characteristics of said investment, including any rights attached to the securities;

  3. The general conditions of the offer, particularly an estimate of the expenses borne by the issuer or offeror on the investor's behalf;

  4. The reasons for the offer and the planned use of the funds raised.

Articles 212-15 and 212-16 are applicable to public offers of shares in cooperative companies incorporated in the form of a public limited company (société anonyme) falling within the scope of Article 11 of Law n° 47-1775 of 10 September 1947 establishing the status of cooperative activities and not falling within the scope of Article L. 512-1 of the Monetary and Financial Code.

A draft prospectus shall be filed with the AMF in the forms set out in this paragraph and in an AMF instruction by the entities referred to in Article 212-38-1 or by any person acting on behalf of said entities. The documentation needed to scrutinise the file shall be submitted to the AMF with the filing. The content and submission procedures for such documentation are specified in an AMF instruction.

The AMF shall acknowledge receipt of the initial filing of the prospectus within two working days. If the dossier is incomplete, the AMF shall so inform the person or entity that filed the draft prospectus within ten working days of the date on which the draft prospectus was filed.

The AMF shall serve notice of its approval within ten working days of the filing date. For the initial offer of shares or mutual company certificates to the public, the AMF shall serve notice of its approval within twenty working days of the filing date.

Where the AMF finds that the draft prospectus does not meet the standards of completeness, comprehensibility and consistency necessary for its approval and/or that changes or supplementary information are needed:

a) It shall inform the entity or person filing the prospectus of that fact promptly and at the latest within the time limits set out in paragraph 3, as calculated from the submission of the draft prospectus and/or the supplementary information; and

b) It shall clearly specify the changes or supplementary information that are needed.

In such cases, the time limit set out in paragraph 3 shall then apply only from the date on which a revised draft prospectus or the supplementary information requested are submitted to the AMF.

If, when scrutinising the file, the AMF states that the documents are incomplete or that additional information must be incorporated, the time limit of ten working days shall apply only from when the AMF has received the additional information.

To issue its approval on the prospectus, the AMF shall check whether the document is complete and comprehensible and whether the information it contains is consistent.

Where the requirements of this Chapter have been met, and particularly where the AMF has received the declarations referred to in Articles 212-15 and 212-16 in the case provided for in Article 212-38-4, the AMF shall issue its approval of the prospectus. The issue of these declarations is not required if the offer concerns shares in the mutual or cooperative banks referred to in Article L. 512-1 of the Monetary and Financial Code or the mutual company certificates referred to in Article L. 322-26-8 of the Insurance Code.

Before issuing its approval, the AMF may request additional investigations from the statutory auditors or ask for an audit to be carried out by an external specialist, appointed with its agreement, if it considers that the statutory auditors have not exercised due care.

A prospectus shall be valid for twelve months after its approval, provided that it is completed by any supplement required pursuant to Article 212-38-10.

Every significant new factor, mistake or inaccuracy relating to the information included in a prospectus which may materially affect the assessment of the shares or mutual company certificates and which arises or is noted between the time when the prospectus is approved and the closing of the offer period, shall be mentioned in a supplement to the prospectus which shall be submitted to the AMF prior to its dissemination.

Promotional marketing materials shall be adapted in accordance with Article 212-38-15.

The AMF shall issue its approval within seven working days, as specified in Article 212-38-7.

The document shall be published and disseminated with the same arrangements as for the initial prospectus.

Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within at least two working days after the publication of the supplement to the prospectus, to withdraw their acceptances, provided that the significant new factor, mistake or inaccuracy referred to in the first paragraph arose before the final closing of the offer to the public and the delivery of the securities. That period may be extended by the issuer or the offeror. The date on which this right to withdraw expires must be specified in the supplement.

Once approved, the prospectus shall be filed with the AMF and made available to the public by the issuer.

The prospectus must be disseminated to the public as early as possible and, in all cases, a reasonable time in advance of, and at the latest at the beginning of, the offer to the public.

The prospectus shall be effectively disseminated in one of the following ways:

  1. By publication in one or more newspapers with nationwide or other wide circulation;

  2. By being made available free of charge in printed form at the issuer's registered office or from the financial intermediaries placing the shares or mutual company certificates.

  3. By posting on the website of the issuer or, if applicable, on that of the financial intermediaries placing or selling the shares or mutual company certificates.

Issuers that publish their prospectus by one of the procedures mentioned in point 1° or point 2° shall also publish it by one of the procedures mentioned in point 3°.

Where the prospectus is disseminated by one of the procedures mentioned in point 3°, a copy of the prospectus shall be sent free of charge to any person who requests one.

The electronic version of the prospectus shall be sent to the AMF for posting on its website.

I. Any promotional marketing materials relating to an offer of securities to the public referred to in Article 212-38-1, regardless of their form and dissemination method, shall be transmitted to the AMF prior to their dissemination. The promotional marketing materials referred to in the first paragraph shall:

  1. State that a prospectus has been or will be published and indicate where investors can or will be able to obtain it;

  2. Be clearly recognisable as such;

  3. Contain no false or misleading statements;

  4. Contain information that is balanced between the relative advantages and risks of an investment in the securities being offered, and consistent with the information in the prospectus, if already published, or with information which should be in the prospectus, if the latter is to be published subsequently ;

  5. Contain a notice drawing the reader's attention to the section of the prospectus on risk factors;

The AMF may require that promotional marketing materials contain a warning about certain exceptional characteristics of the issuer or the guarantors, if any, or the securities being offered to the public.

II. Where a prospectus has not been drawn up for an offer to the public, any promotional marketing materials shall contain a warning stating that the offer is not subject to a prospectus submitted for the approval of the AMF.

All information other than promotional information about an offer of securities to the public shall be consistent with the information in the prospectus, regardless of its form and dissemination method.

Where a supplement to the prospectus is published after promotional marketing material has been published, an amended version of the promotional marketing material shall be published when a new factor, material mistake or material inaccuracy mentioned in the supplement makes the previously distributed promotional marketing materially inaccurate or misleading. It shall be communicated to the AMF before its dissemination.

Chapter II bis - Summary information to be disseminated in the case of an offer to the public not subject to a prospectus approved by the AMF

I. - Persons or entities making an offer of financial securities to the public, as referred to in point 1° of Article L. 411-2-1 of the Monetary and Financial Code, shall be subject to the provisions of this chapter if the offer:

  1. Is not exclusively conducted on a crowdfunding website in accordance with the conditions provided by Article 325-48; and

  2. Concerns financial securities that are not admitted to trading on a regulated market, an organised multilateral trading facility within the meaning of Article 525-1 or a multilateral trading facility; and

  3. Concerns financial securities whose admission for trading on these markets is not requested.

I bis. - Persons or entities making an offer referred to in point 1° of Article L. 411-2-1 of the Monetary and Financial Code of shares in cooperatives incorporated in the form of a public limited company (société anonyme) falling within the scope of Article 11 of Law n° 47-1775 of 10 September 1947 establishing the status of cooperative activities and not falling within the scope of Article L. 512-1 of the Monetary and Financial Code, shall be subject to the provisions of this chapter. The drawing up of this document is not required when the offer falls within the scope of point 1° of Article L. 411-2 of the Monetary and Financial Code or of points 2° or 3° of Article L. 411-2-1 of said code.

II. – Any person or entity making an offer referred to in point 1° of Article L. 411-2-1 of the Monetary and Financial Code, of financial securities whose admission to trading on an organised multilateral trading facility as defined in Article 525-1 is requested for the first time, shall publish and make available to any interested person, prior to any subscription or purchase, an offer document drawn up under its responsibility in accordance with the rules of the relevant market and subject to the prior control of the market operator.

III. – In the case of offers made via a crowdfunding website on the terms set out in Article 325-48 and which are not subject to a prospectus approved by the AMF, the issuer shall provide, via said website and prior to any subscription, a document whose content is stipulated in Article 217-1. The drawing up of this document is not required when the offer falls within the scope of point 1° of Article L. 411-2 of the Monetary and Financial Code or of points 2° or 3° of Article L. 411-2-1 of said code.

Any person or entity mentioned in Article 212-43 (I) shall publish and provide to any interested person, prior to any subscription or purchase acquisition, a summary information document comprising:

  1. a presentation of the issuer and a description of its activity, its project and the use of the funds raised, accompanied in particular by its most recent accounts, if any exist, information on activity forecasts, its fundraising activities, financing and cash position, as well as organisation chart of its management team and shareholders;

  2. information on the level of participation to which the management of the issuer have personally committed within the framework of the proposed offer;

  3. exhaustive information on all the rights attached to the securities offered within the framework of the proposed offer (voting, financial and disclosure rights);

  4. exhaustive information on all the rights (voting, financial and disclosure rights) attached to securities and categories of securities not being offered within the framework of the proposed offer, and the categories of beneficiaries of such securities;

  5. a description of any provisions contained in the articles of association or an agreement and organising the liquidity of the securities, or an explicit statement that no such provisions exist;

  6. the conditions under which copies of the entries in the individual accounts of the investors in the records of the issuer, evidencing ownership of their investment, shall be delivered;

  7. a description of the risks specific to the activity and project of the issuer;

  8. If they exist, a copy of the reports of the corporate bodies to the general meetings of the most recent financial year and the current financial year and, where applicable, of copy of the report(s) of the statutory auditor(s) drawn up in the course of the most recent financial year and the current financial year.

  9. the date of the version of the summary information document.

The issuer is responsible for ensuring that the information provided is complete, accurate and balanced.

An AMF instruction shall stipulate the conditions for applying the provisions of this Article.

The summary information document shall be filed with the AMF as provided for in an AMF instruction, prior to conducting the securities offering.

The persons or entities mention in Article 212-43 (I) may not publicly claim that this document has been reviewed or checked by the AMF.

I. – Any promotional marketing materials relating to an offer of financial securities to the public referred to in point 1 of Article L. 411-2-1 of the Monetary and Financial Code, regardless of their form and dissemination method, shall be transmitted to the AMF before being disseminated.

The promotional marketing materials referred to in the first paragraph shall:

  1. state that a summary information document has been or will be published and indicate where investors are or will be able to obtain it;

  2. be clearly recognisable as such;

  3. contain no false or misleading statements;

  4. contain information that is consistent with and does not contradict the information in the summary information document, if already published, or with information which should be in the information document, if the latter is to be published subsequently;

  5. contain balanced information and not mention any alternative performance indicators concerning the issuer, unless these indicators appear in the summary information document itself.

The AMF may require that promotional marketing materials contain a warning about certain exceptional characteristics of the issuer or the guarantors, if any, or the financial securities which are the subject of an offer of financial securities to the public referred to in point 1 of Article L. 411-2-1 of the Monetary and Financial Code.

II. – All promotional marketing materials shall contain a warning stating that the offer is not subject to a prospectus submitted for the approval of the AMF.

III. – All information other than promotional information about an offer of financial securities to the public referred to in point 1. of Article L. 411-2-1 of the Monetary and Financial Code, shall be consistent with the information in the summary information document, regardless of its form and method of dissemination.

IV. – In the event that a supplement to the summary information document is published after promotional marketing materials have been published, an amended version of the promotional marketing materials shall be published and submitted to the AMF before being disseminated.

Any significant new fact, material mistake or inaccuracy relating to the information included in the summary information document that is likely to materially affect the valuation of the financial securities and which arises or is noted between the filing of the document with the AMF and the closing of the offering shall be mentioned in a supplement to the information document. The content of the information document as well as the order of the information appearing in must comply with the template provided in an AMF instruction.

This document shall be transmitted and consultable in the same conditions as the initial summary information document and shall be marked with the words "amended summary information document". It shall bear the date of the amendment.

This document shall indicate, in its introduction, by what means investors may request the cancellation of their investment decision and the full repayment of the corresponding amount. Where applicable, this document shall clearly state that, in the absence of such a request within a reasonable time period indicated in the document, investment decisions transmitted prior to the publication of the amended document will be deemed to have been confirmed.

Chapter III - Right of the AMF to suspend or prohibit a public offer or admission of securities to trading on a regulated market and to be informed prior to such admission

The AMF can suspend a public offer or admission to trading on a regulated market for no more than ten consecutive trading days each time that it has reasonable grounds to suspect that the transaction would contravene applicable laws and regulations.

The AMF may prohibit a public offer or admission to trading on a regulated market where:

  1. It has reasonable grounds to suspect that a public offer would contravene applicable laws and regulations;

  2. It observes that a proposed admission to trading on a regulated market would contravene applicable laws and regulations.

[Removed by the decree of 14 September 2016]

Chapter IV - Appointment of a correspondent by persons or entities having their registered office outside France

Persons or entities having their registered office outside France and whose financial securities are admitted to trading on a French regulated market shall appoint and elect domicile with a correspondent in France. The correspondent shall be authorised to:

  1. Receive any and all correspondence from the AMF;

  2. Forward to the AMF all documents and information provided for in laws and regulations, or in response to requests for information from the AMF under the powers granted to it by laws and regulations.

This article shall not apply to issuers whose securities are admitted to trading in the compartment referred to Article 516-5.

Chapter V - Designating the AMF as the competent authority to supervise an offer

Any company mentioned in Part II of Article L. 433-1 of the Monetary and Financial Code that designates the AMF as the competent authority to supervise a takeover bid must send the AMF a statement to be posted on the AMF's website. This statement must reach the AMF no later than the first day on which the company's securities are admitted to trading on a regulated market.

The statement must follow the standard format set out in an AMF instruction.

Chapter VII - Offers made via a website and not subject to a prospectus approved by the AMF

In the case of an offer made via a website on the terms set out in Article 325-48 and which is not subject to a prospectus approved by the AMF, the issuer shall provide, via said website and prior to any subscription:

  1. A description of its activity and its project, accompanied in particular by its most recent accounts, information on activity forecasts and an organisation chart of its management team and shareholders;

  2. Information on the level of participation to which the management of the issuer have personally committed within the framework of the proposed offer;

  3. Exhaustive information on all the rights attached to the securities offered within the framework of the proposed offer (voting, financial and information rights);

  4. Exhaustive information on all the rights (voting, financial and information rights) attached to securities and categories of securities not being offered within the framework of the proposed offer, and the categories of beneficiaries of such securities;

  5. A description of any provisions contained in the articles of association or an agreement and organising the liquidity of the securities, or an explicit statement that no such provisions exist;

  6. The conditions under which copies of the entries in the individual accounts of the investors in the records of the issuer, evidencing ownership of their investment, shall be delivered;

  7. A description of the risks specific to the activity and project of the issuer;

  8. A copy of the reports of the corporate bodies to the general meetings of the most recent financial year and the current financial year and, where applicable, of copy of the report(s) of the statutory auditor(s) drawn up in the course of the most recent financial year and the current financial year.

The issuer is responsible for ensuring that the information provided is complete, accurate and balanced.

An AMF instruction shall stipulate the conditions for applying the provisions of this Article.

The provisions of this article do not apply to offers falling within the scope of point 1° of Article L. 411-2 of the Monetary and Financial Code or of points 2° or 3° of Article L. 411-2-1 of said code.

Any new fact, material mistake or inaccuracy relating to the information included in the information document presenting the information mentioned in Article 217-1, that is likely to have a significant influence on the investment decisions and which arises or is noted between the beginning of the offering and the closing of the offering shall give rise to the drawing up of an amended information document. The content of the information document as well as the order of the information appearing in must comply with the templates provided in an AMF instruction.

This document shall be transmitted and be downloadable in the same conditions as the original information document.

The amended information document shall also be sent by electronic mail to the investors who paid the amount of their subscription before receiving the amended information document. This document shall indicate, in its introduction, by what means investors may request the cancellation of their decision to subscribe and the full repayment of the corresponding amount. Where applicable, this document shall clearly state that, in the absence of such a request within a reasonable time period indicated in the document, subscriptions received prior to the publication of the amended document will be deemed to have been confirmed.

An instruction shall set out the conditions of application of the present article.

Title II - Periodic and ongoing disclosure obligations

Chapter I - Common provisions and dissemination of regulated information

Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council.

For the purposes of this title:

  1. Where the issuer's financial securities are admitted to trading on a regulated market, the term "regulated information" shall mean the following documents and information:

    a) The annual financial report referred to in Article 222-3;

    b) The half-yearly financial report referred to in Article 222-4;

    c) The report on payments to governments, provided for in Article L. 225-102-3 of the Commercial Code;

    d) The information and reports referred to in Article 222-9 concerning corporate governance;

    e) [Removed by the decree of 27 February 2017].

    f) Information on the total number of voting rights and the number of shares making up the share capital referred to in Article 223-16;

    g) The description of buyback programmes referred to in Article 241-2;

    h) The news release setting out the arrangements to make a prospectus, registration document or universal registration document available;

    i) The inside information published pursuant to Article 17 of the Market Abuse Regulation (Regulation n° 596/2014/EU);

    j) A news release setting out how the information referred to in Article R. 225-83 of the Commercial Code is being made available or may be consulted;

    k) The information published pursuant to Article 223-21;

    l) The statement concerning the competent authority pursuant to Article 222-1;

    m) Information on the crossing of shareholding thresholds to be provided to the AMF pursuant to Article L. 233-7-II of the Commercial Code and the first paragraph of Article 223-14 I.

    Where the issuer has sought or approved trading of its financial securities on a multilateral trading facility operating within French territory in the case of a financial security traded exclusively on a multilateral trading facility, or where the issuer has approved trading of its financial securities on an organised trading facility operating within French territory in the case of a financial security traded exclusively on an organised trading facility, the term "regulated information" shall mean the documents and information referred to in g), h) and i).

  2. The term: "person" shall mean a natural person or legal entity.

The provisions of this title also apply to the senior managers of the issuer, entity or legal entity concerned.

I. - Where the AMF is the competent authority for monitoring compliance with the disclosure requirements provided for in point 1° of Article 221-1, the requisite information shall be drafted in French or in another language customary in the sphere of finance if the financial securities are admitted to trading on a regulated market in France or in a State, other than France, that is party to the European Economic Area agreement.

II. - Where the AMF is not the competent authority for monitoring the information referred to in paragraph I and where the financial securities are admitted to trading on a French regulated market, the information shall be in French or another language customary in the sphere of finance.

I. - The issuer shall ensure that the regulated information defined in Article 221-1 is disseminated effectively and in full, except for the information referred to in m of point 1° of Article 221-1, which is disseminated effectively and in full by the AMF on its website.

II. - The issuer shall post the regulated information on its website as soon as it has been disseminated, except for the information referred to in m of point 1° of Article 221-1, which is disseminated effectively and in full by the AMF on its website.

I. – The provisions of this article apply to issuers whose financial securities are admitted to trading on a regulated market, issuers who have requested or approved trading of their financial securities on a multilateral trading facility operating within French territory in the case of a security traded exclusively on a multilateral trading facility, and issuers who have approved trading of their financial securities on an organised trading facility operating within French territory in the case of a financial security traded exclusively on an organised trading facility, and for which the AMF is the competent authority for controlling regulated information.

II. - Dissemination of regulated information is considered full and effective if it makes it possible to reach the widest possible audience in the shortest possible period of time between its being distributed in France and in the other Member States of the European Union or other States party to the European Economic Area (EEA) agreement.

Where the issuer has requested or approved trading of its financial securities on a multilateral trading facility operating within French territory in the case of a financial security traded exclusively on a multilateral trading facility, or where the issuer has approved trading of its financial securities on an organised trading facility operating within French territory in the case of a financial security traded exclusively on an organised trading facility, the issuer must ensure the full and effective distribution of regulated information as defined in Article 221-1, or of inside information under the conditions set out in the Market Abuse Regulation (Regulation n° 596/2014/EU). The issuer is deemed to have fulfilled this requirement and the AMF filing requirement referred to in Article 221-5 when it transmits regulated information electronically to a primary information provider complying with the distribution procedures described in the Market Abuse Regulation (Regulation n° 596/2014/EU) and registered on a list published by the AMF.

Regulated information shall be transmitted in full to the media in a way that ensures secure transmission, minimises the risk of data corruption and unauthorised access, and allows total certainty as to the source of the transmitted information.

It shall be communicated to the media in a way that clearly identifies the issuer concerned, the purpose of the regulated information and the date and time at which the issuer transmitted it.

The issuer shall rectify any shortcomings or disruptions in the transmission of regulated information as quickly as possible.

The issuer shall not be held liable for systemic defects or malfunctions affecting the media to which the regulated information has been transmitted.

III. - The issuer shall provide the AMF, on request, with the following:

  1. The name of the person that transmitted the regulated information to the media;

  2. Details of the security measures taken;

  3. The date and time at which the information was transmitted to the media;

  4. The means by which the information was transmitted;

  5. Details of any embargo placed on the information by the issuer, where such is the case.

IV. - The issuer is deemed to have fulfilled the requirement referred to in paragraph I of Article 221-3 and the AMF filing requirement referred to in 221-5 when it transmits the regulated information electronically to a primary information provider complying with the transmission procedures described in paragraph II and registered on a list published by the AMF.

V. - For the reports and information referred to in a), b), c) and d) of point 1° of Article 221-1, the issuer may distribute a news release, in accordance with the procedures provided for in this article, describing how such reports and information are to be made available. In this case, the provisions of paragraph I of Article 221-3 are waived.

VI. - This disclosure must not be misleading and must be consistent with the information referred to in paragraph I of Article 221-3.

The regulated information is filed electronically with the AMF by the issuer at the same time as specified in an AMF instruction.

The provisions of Articles 221-3 and 221-4 apply to issuers having financial instruments, as referred to in paragraphs I and II of Article L. 451-1-2 of the Monetary and Financial Code, that are admitted to trading solely on a regulated market, even if the issuer has its registered office outside France and is not subject to the requirements of the above article.

Chapter II - Periodic information

Section 1 - Financial and accounting information
Sub-section 1 - General provisions

The provisions of this section apply to issuers having their registered office in France and referred to in section I of Article L 451-1-2 of the Monetary and Financial Code.

They also apply to issuers referred to in section II of Article L. 451-1-2 ibid if they have chosen the AMF as the competent authority for monitoring compliance with the disclosure requirements stipulated therein. This choice is valid for at least three years for issuers referred to in point 2° of section II of the aforementioned Article L. 451-1-2, unless:

  1. The financial securities are no longer admitted to trading on any market of a Member State of the European Union or a state party to the European Economic Area agreement

  2. The financial securities are no longer admitted to trading on the French regulated market but are admitted to trading in one or more other European Union Member States or states party to the European Economic Area agreement.

This choice takes the form of a statement published in accordance with Article 221-3 and filed with the AMF in accordance with Article 221-5.

Where an issuer chooses the AMF as the competent authority, its choice is made public and disclosed to the competent authority of the Member State of the issuer's registered office and, where appropriate, to the competent authorities of all Member States in the territory where its financial securities are admitted to trading on a regulated market.

Where the issuer's financial securities are no longer admitted to trading on a regulated market of a Member State of the European Union or a state party to the European Economic Area agreement, or where the issuer chooses another competent authority to monitor compliance with the disclosure requirements provided for in Article L. 451-1-2 ibid, it informs the AMF thereof in accordance with the conditions and procedures described in the above sub-paragraph.

If the issuer fails to make public the name of the competent authority chosen to monitor compliance with disclosure requirements within three months of the date on which its financial securities were first admitted to trading on a regulated market, the home Member State shall be the Member State in which the issuer's financial securities are admitted to trading on a regulated market. Where the issuer's financial securities are admitted to trading on a regulated market in several Member States, such States shall be considered as the competent Member States for the issuer until a subsequent choice of a single home Member State has been made and disclosed by the issuer.

For an issuer having financial securities already admitted to trading on a regulated market and failing to publish its choice of competent Member State before 27 November 2015, the three-month deadline shall begin on 27 November 2015.

An issuer having chosen a competent Member State to monitor compliance with its disclosure obligations and having informed the competent authorities concerned before 27 November 2015 shall be exempted from the requirement to publish its choice of competent Member State, unless such issuer chooses another competent Member State after 27 November 2015.

Sub-section 2 - Annual financial reports

I. - The annual financial report referred to in paragraph I of Article L. 451-1-2 of the Monetary and Financial Code shall include:

  1. The annual accounts;

  2. Where applicable, the consolidated accounts prepared in accordance with Regulation (EC) 1606/2002 of 19 July 2002 on the application of international accounting standards;

  3. A management report containing at least the information referred to in I of Article L. 225-100-1 and in the second sub-paragraph of Article L. 225-211 of the Commercial Code and, if the issuer is required to prepare consolidated accounts, in II of Article L. 225-100-1 of that Code;

  4. A statement made by the natural persons taking responsibility for the annual financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the accounts are prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the management report includes a fair review of the development and performance of the business, profit or loss and financial position of the issuer and the undertakings in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face;

  5. The report of the statutory auditors on the annual accounts and, where applicable, the consolidated accounts.

II. - The issuer may include in the annual financial report referred to in paragraph I the news release concerning the information and reports referred to in Article 222-9. In this case, they are not required to publish this information separately.

III. – For issuers whose securities are admitted to trading on a regulated market, the annual financial report referred to in I shall be drawn up, for financial years beginning on or after 1 January 2020 inclusive, in accordance with a single electronic reporting format as defined by European Delegated Regulation 2019/815 of 17 December 2018. However, the abovementioned issuers may choose to apply this format only for financial years beginning from 1 January 2021 inclusive. In this case, they shall inform their statutory auditors of their decision to defer the obligation.

Sub-section 3 - Half-yearly financial reports

The half-yearly financial report referred to in paragraph III of Article L. 451-1-2 of the Monetary and Financial Code shall include:

  1. Complete or condensed accounts for the past half-year, in consolidated form where necessary, prepared either under IAS 34 or in accordance with Article 222-5;

  2. An interim management report;

  3. A statement made by the natural persons taking responsibility for the half-yearly financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the accounts are prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the interim management report includes a fair review of the information referred to in Article 222-6;

  4. The statutory auditors' report on the limited review of the aforementioned accounts. Where the legal provisions applicable to the issuer do not require a report from the statutory or regulatory auditors on the interim accounts, the issuer shall mention this in its report.

I. - Where the issuer is not required to prepare consolidated accounts or apply international accounting standards, the interim accounts shall contain at least the following:

  1. Balance sheet;

  2. Income statement;

  3. Statement of changes in equity;

  4. Cash flow statement;

  5. Accounting policies and explanatory notes.

These accounts may be in condensed form and the explanatory notes may contain only a selection of the most material notes.

The condensed balance sheet and the condensed income statement shall show each of the headings and subtotals included in the most recent annual accounts of the issuer. Additional line items shall be included if, as a result of their omission, the half- yearly accounts would give a misleading view of the assets, liabilities, financial position and profit or loss of the issuer.

The explanatory notes shall include at least enough information to ensure the comparability of the condensed half-yearly accounts with the annual accounts, as well as sufficient information and explanations to ensure a reader's proper understanding of any material changes in amounts and of any developments in the half-year period concerned, which are reflected in the balance sheet and the income statement.

II. - For comparability, interim accounts shall contain the following:

  1. The balance sheet as of the end of the interim period in question and the comparative balance sheet as of the end of the immediately preceding financial year;

  2. The income statement cumulatively for the first six months of the current financial year, with a comparative income statement for the comparable period of the immediately previous financial year and the income statement of the immediately previous financial year;

  3. The statement of changes in equity cumulatively for the first six months of the current financial year, with a comparative statement of changes in equity for the immediately preceding financial year;

  4. The cash flow statement cumulatively for the first six months of the current financial year, with a comparative cash flow statement for the immediately preceding financial year.

III. - The interim accounts shall be prepared on a consolidated basis if the accounts for the company's most recent financial were consolidated accounts.

IV. - If the earnings per share amount is published in the accounts for the financial year, it shall also be published in the interim accounts.

I. - As a minimum requirement, the interim management report shall describe the material events that occurred in the first six months of the financial year and their impact on the interim accounts. It shall describe the principal risks and uncertainties for the remaining six months of the year.

II. - For issuers of shares, the half-yearly report shall also disclose, as major related parties' transactions, as a minimum, the following:

  1. Related parties' transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the issuer during that period;

  2. Any changes in the related parties' transactions described in the last annual report that could have a material effect on the financial position or performance of the issuer in the first six months of the current financial year.

Where the issuer of shares is not required to prepare consolidated accounts, it shall disclose, as a minimum, the related parties transactions referred to in Point 10 of Article R. 233-14 of the Commercial Code.

Section 2 - Other information

[Removed by the decree of 27 February 2017]

Public limited companies (sociétés anonymes) with their registered office in France and whose securities are admitted to trading on a regulated market shall publicly disclose, in accordance with the procedures set out in Article 221-3 the information and reports mentioned in Articles L. 225-37, L. 225-68 and L. 225-235 of the Commercial Code no later than on the day they file the report referred to in Article L. 225-100 of the Commercial Code with the clerk of the commercial court.

Companies organised as partnerships limited by shares (sociétés en commandites par actions) whose securities are admitted to trading on a regulated market shall publicly disclose the information mentioned in Article L. 226-10-1 of the Commercial Code in the same conditions.

Other French legal entities shall publicly disclose information about the matters mentioned in the first paragraph under the same conditions as those set out in the first paragraph, if they are required to file their financial statements with the clerk of the commercial court and as soon as the annual financial statements for the previous year have been approved, otherwise.

Whenever an issuer draws up a universal registration document pursuant to Article 9 (12) of Regulation (EU) n° 2017/1129 of 14 June 2017, that document may include the reports and disclosures mentioned in the first paragraph. In such case, the distribution requirements of that paragraph do not apply.

Section 3 - Equivalence criteria for periodic information for issuers having their registered office outside the European Economic Area

Where the AMF exempts an issuer from the obligations set forth in Article L. 451-1-2, pursuant to Section VIII of Article L. 451-1-2 of the Monetary and Financial Code and Articles 222-11 to 222-16 herein, such issuer shall disseminate, keep and file the information deemed equivalent by the AMF, using the procedures defined in Articles 221-3 to 221-5.

The AMF then informs the European Securities and Markets Authority of the waiver it has granted.

A State that is not party to the European Economic Area (EEA) agreement shall be regarded as setting requirements equivalent to those in Point 3 of I of Article 222-3 where, under the law of that State, the management report is required to include at least the following information:

  1. a fair review of the development and performance of the business and of the position of the issuer, together with a description of the principal risks and uncertainties that it faces, so as to present a balanced and comprehensive analysis consistent with the size and complexity of the business;

  2. An indication of the important events that have occurred since the end of the financial year;

  3. Indications of the issuer's likely future development.

The analysis referred to in Point 1° shall, to the extent necessary for an understanding of the issuer's development, performance or position, include both financial and, where appropriate, non-financial key performance indicators relevant to the issuer's particular business.

A State that is not party to the European Economic Area Agreement shall be regarded as setting requirements equivalent to those in Point 2° of I of Article 222-3 where, under the law of that State, the issuer:

  1. Is not required to provide individual accounts for the parent company;

  2. Is required to provide consolidated financial statements including:

    1. for issuers of shares, dividends computation and ability to pay dividends;

    2. for all issuers, where applicable, minimum capital and equity requirements and liquidity issues.

  3. Must provide the AMF, at its request, with additional audited disclosures giving information on the individual accounts of the issuer as a standalone, relevant to the elements of information referred to under points (a) and (b) of 2°. This information may be drawn up under the accounting standards of the issuer's home country.

A State that is not party to the European Economic Area Agreement shall be regarded as setting requirements equivalent to those in 2° of I of Article 222-3 with regard to individual accounts where, under the law of that State, the issuer is not required to provide consolidated financial statements under international accounting standards deemed to be applicable in the European Union under the terms of Article 3 of Regulation (EC) 1606/2002 and the national accounting standards of the country concerned which are equivalent to such standards.

If such financial information is not in line with those standards, it must be presented in the form of restated financial statements. The individual accounts must be audited independently.

A State that is not party to the European Economic Area Agreement shall be regarded as setting requirements equivalent to those in Article 222-6 where, under the law of that State, the issuer must provide a set of condensed financial statements and an interim management report that includes as a minimum:

  1. A review of the period covered;

  2. Indications of the issuer's likely future development for the remaining six months of the financial year;

  3. For issuers of shares and if already not disclosed on an ongoing basis, major related parties' transactions.

A State that is not party to the European Economic Area agreement shall be regarded as setting requirements equivalent to those in Point 4° of I of Article 222-3 and in Point 3° of Article 222-4 where, under the law of that State, one or more persons within the issuer take responsibility for the annual and half-yearly financial information, and in particular for the following:

  1. 1° The compliance of the financial statements with the applicable reporting framework or set of accounting standards ;

  2. 2° The fairness of the management review included in the management report.

Chapter III - Ongoing disclosure

Section 1 - Obligation to inform the public

For the purposes of this section, “issuer” means (i) any issuer who has requested or approved admission of its financial securities to trading on a regulated market operating within French territory, (ii) any issuer who has requested or approved trading of its financial securities on a multilateral trading facility operating within French territory in the case of a financial security traded exclusively on a multilateral trading facility, and (iii) any issuer who has requested trading of its financial securities on an organised trading facility operating within French territory in the case of a financial security traded exclusively on an organised trading facility.

Information provided to the public must be accurate, precise and fairly presented.

Commission Delegated Regulation (EU) 2016/522 of 17 December 2015 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers' transactions

Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council

When an issuer or a participant in the market for emissions allowances defers publication of privileged information under the conditions set out in Article 17 of the market abuse regulation (Regulation (EU) No. 596/2014), the Autorité des marchés financiers may require explanations for this deferred publication. These explanations must be provided without further delay.

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

Any material change to the inside information already made public, and which falls within the scope of the provisions of Article 17 of Regulation (EU) n° 596/2014 of the European Parliament and the Council of 16 April 2014 on Market Abuse, is subject to the publication obligation provided by this article.

Any person that is preparing a financial transaction liable to have a significant impact in the market price of a financial instrument, or on the financial position and rights of holders of that financial instrument, must disclose the characteristics of the transaction to the public as soon as possible.

If confidentiality is temporarily necessary to carry out the transaction and if the person mentioned in the preceding sentence is able to ensure such confidentiality, he may assume responsibility for deferring disclosure of those characteristics.

Where a person has publicly disclosed his intentions and subsequently his intentions no longer conform to his initial declaration, he is required to inform the public promptly of his new intentions.

[Removed by the decree of 7 november 2019]

All the information referred to in Articles 223-2 to 223-7 must be disclosed to the public in the form of a news release distributed in accordance with Article 221-3.

The AMF may request that the issuers and persons mentioned in Articles 223-2 to 223-7 publish, within an appropriate period of time, information that the AMF deems necessary for investor protection and orderly markets. Failing such publication, the AMF itself may disclose the information.

All issuers must ensure that the public enjoys equal and simultaneous access to the information sources and channels that the issuer or its advisors make available specifically to investment analysts, particularly with regard to financial transactions.

By way of derogation from the provisions of the first paragraph, where the transaction involves equity securities submitted for the first time to trading on a regulated market or organised multilateral trading facility, the financial analysts appointed by member institutions of the syndicate in charge of performing the transaction, or by the group to which these institutions belong, may receive information prior to its public dissemination, subject to compliance with the provisions of Article 315-1 and in the conditions specified in an AMF instruction.

Section 2 - Crossing of shareholding thresholds, declarations of intent and changes of intent

Commission Delegated Regulation (EU) 2015/761 of 17 December 2014 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to certain regulatory technical standards on major holdings

Sub-section 1 - Major shareholdings

I. - The participation thresholds referred to in Article L. 233-7 of the Commercial Code shall be calculated on the basis of the shares and voting rights owned, plus, even if the person concerned does not itself hold shares or voting rights elsewhere, the shares and voting rights treated as if they were owned pursuant to Article L. 233-9 of said code. These are calculated in relation to the total number of shares making up the capital of the company and the total number of voting rights attached to these shares.

The total number of voting rights is calculated on the basis of all the equities to which voting rights are attached, including equities whose voting rights have been suspended.

II. - Pursuant to Point 4°, Section I of Article L. 233-9 of the Commercial Code, the person required to make the notification referred to in Part I shall take account of the maximum number of issued shares that it is entitled to acquire on its own initiative alone, immediately or at the end of a maturity period, under an agreement or a financial instrument, without set-off against the number of shares that said person is entitled to sell under an another agreement or financial instrument. The financial instruments referred to in Point 4°, Section I of said article are, inter alia:

  1. Bonds that are exchangeable or redeemable in shares;

  2. Futures and forward contracts;

  3. Options, whether exercisable immediately or at the end of a maturity period, and regardless of the level of the share price relative to the option strike price.

    Where the option can be exercised only if the share price reaches a threshold stipulated in the contract, it shall be treated in the same way as a share once this threshold is reached; if not, it is subject to the information requirement mentioned in the third paragraph of Section I of Article L. 233-7 of the Commercial Code.

III. - Pursuant to Point 4° bis of Section I of Article L. 233-9 of the Commercial Code, the person required to make the notification referred to in Part I shall take account of issued shares covered by an agreement or cash-settled financial instrument and having an economic effect for said person that is equivalent to owning said shares, irrespective of whether said agreement or financial instrument carries the right to physical settlement or cash settlement.

This applies in particular to:

  1. Bonds that are exchangeable or redeemable in shares;

  2. Futures and forward contracts;

  3. Options, whether exercisable immediately or at the end of a maturity period, and regardless of the level of the share price relative to the option strike price;

  4. Warrants;

  5. Securities repurchase agreements;

  6. Securities financing agreements;

  7. Contracts for difference;

  8. Equity swaps;

  9. Any financial instrument exposed to a basket of shares or an index. The number of shares or voting rights to be taken into account by the reporting person in the case of financial instruments referenced to a basket of shares or an index shall be calculated based on the relative importance of the share in the basket or the index if one of the following conditions is fulfilled:

    • the shares represent 1% or more of the same class of shares issued by the issuer;

    • the shares represent 20% or more of the total value of the securities in the basket or index.

      Where a financial instrument is referenced to a series of baskets of shares or indices, the shares and voting rights held through the individual baskets of shares or indices shall not be accumulated for the purpose of calculating the thresholds set out in paragraph 1.

The number of shares or voting rights to be taken into account by the reporting person having an agreement or a financial instrument carrying the right to cash settlement shall be calculated by multiplying the maximum number of shares and voting rights covered by the agreement or financial instrument by the delta of the agreement or instrument.

The delta shall be calculated using a generally accepted standard pricing model. A generally accepted standard pricing model shall be a model that is generally used in the finance industry for that financial instrument and that is sufficiently robust to take into account the elements that are relevant to the valuation of the instrument. The elements that are relevant to the valuation shall include at least all of the following:

  • interest rate;

  • dividend payments;

  • time to maturity;

  • volatility;

  • price of underlying share.

When determining delta, the holder of the financial instrument shall ensure all of the following:

  • that the model used covers the complexity and risk of each financial instrument;

  • that the same model is used in a consistent manner for the calculation of the number of voting rights to be taken into account by the reporting person.

Information technology systems used to carry out the calculation of delta shall ensure consistent, accurate and timely compliance with the time period stipulated in Article 223-14.

The number of voting rights shall be calculated daily based on the last closing price of the underlying share.

There shall be no set-off with any short position held by the reporting person as a result of another agreement or cash-settled financial instrument.

I. - Where the holder of the agreements or financial instruments referred to in Points 4° or 4° bis of Section I of Article L. 233-9 of the Commercial Code comes into possession of shares covered by said agreements or instruments and in doing so exceeds one of the thresholds referred to in Section I of Article L. 233-7 of said code, whether alone or in concert, these shares shall be subject to a new disclosure, as provided in Article L. 233-7 of the code. The same applies to the voting rights attached to these shares.

II. - Where the same shares and voting rights can be aggregated in accordance with several of the cases referred to in Section I of Article L. 233-9 of the Commercial Code, the person required to make the disclosure provided for in Section I of Article L. 233-7 of the code shall aggregate them only once.

I. - Pursuant to Point 2° of Part II of Article L. 233-9 of the Commercial Code, the following shall not be treated as shares or voting rights held by the person required to provide the notification provided for in Part I of Article L. 233-7 of the aforementioned code: equities held in a portfolio managed by an investment service provider controlled by that person within the meaning of Article L. 233-3 of the Commercial Code in connection with an asset management service, if the provider is able to exercise the voting rights attached to these equities only on the instructions of its client or if it provides assurance that the asset management business is conducted separately from all other activities.

II. - Application of Part I of this Article and Point 1° of Part II of Article L. 233-9 of the Commercial Code shall be subject to the immediate submission of the following information to the AMF by the person required to provide the notification:

  1. The list of the management companies or investment service providers, citing their competent supervisory authorities or, failing that, that no authority is responsible for their supervision, but without mentioning the issuers concerned;

  2. A statement to the effect that the person required to provide the notification complies with the requirements of this article for each management company or investment service provider concerned.

Said person shall keep the list mentioned in Point 1° up to date.

III. - The person mentioned in Part II must be able to prove to the AMF at its demand that:

  1. The person's organisational structures, along with those of the management company or the investment service provider, are set up in such a way that the provider exercises the voting rights independently and that the provider and the person required to provide the notification have established procedures and rules of conduct aimed at preventing the disclosure of information about the exercise of voting rights between said person and the management company or investment service provider;

  2. The persons who set the procedures for exercising voting rights shall act independently;

  3. If the person mentioned in Part II is a customer of the management company or the provider or if said person holds a share of the assets managed by the provider, there shall be a written agency agreement clearly establishing a mutually independent relationship between said person and the management company or the investment service provider.

IV. - The provisions of Article L. 233-9 of the Commercial Code shall not apply if the management company or the investment service provider is able to exercise voting rights only on the direct or indirect instructions of the person required to provide the notification mentioned in Point I the aforementioned Article L. 233-7 or of any other person controlled by that person within the meaning of the aforementioned Article L. 233-3.

For the purposes of this paragraph:

  1. "Direct instruction" shall mean any instruction given by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code, stipulating how the management company or the investment service provider should exercise the voting rights under given circumstances;

  2. "Indirect instruction" shall mean any general or specific instruction given in any form by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code that limits the discretion of the management company or the investment service provider in the exercise of the voting rights in order to serve the commercial interests of the person required to provide the notification or the controlled person.

Point II of Article L. 233-9 of the Commercial Code shall apply to investment providers whose registered offices are not located in States party to the European Economic Area Agreement and which would have been authorised under the terms of Article 5, paragraph 1 of Directive 85/611/EEC, or in the case of asset management, under the terms of Section A, Point 4 of Annex I to Directive 2004/39/EC if their registered offices, or in the case of investment service providers only, their central offices, were located in States party to the European Economic Area Agreement, when under the legislation of those States:

  1. The management company or the investment service provider must be free, under all circumstances, to exercise the voting rights attaching to the assets under its management, independently of the person controlling it;

  2. The management company or the investment service provider must not take into consideration the interest of the person controlling it or any person controlled by that person in the event of a conflict of interest;

  3. The person required to provide the notification shall comply with the provisions of Point 1° of the last paragraph of Part II of Article 223-12 and file a statement with the AMF to the effect that it complies with the requirements stipulated in Points 1° and 2° for each management company or investment service provider concerned.

The person required to provide the notification shall be subject to the provisions of Part III of Article 223-12.

I. - The notification requirements provided for in Parts I, II and III of Article L. 233-7 of the Commercial Code do not apply to equities:

  1. 1° Acquired solely for the clearing, settlement or delivery of financial instruments under the short-term settlement cycle lasting no more than three trading days after the transaction;

  2. 2° Held by an investment services provider in its trading book within the meaning of Directive 2006/49/EC of the Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions, provided that:

    1. These equities represent 5% or less of the share capital or voting rights of the issuer;

    2. The voting rights attached to these equities are not exercised nor otherwise used to intervene in the management of the issuer;

      The threshold referred to in the previous paragraph shall be calculated on the basis of the shares and voting rights owned, plus the shares and voting rights treated as if they were owned pursuant to Article L. 233-9 of the Commercial Code. These are calculated in relation to the total number of shares making up the capital of the company and the total number of voting rights attached to these shares.

II. - The notification requirements provided for in Parts I, II and III of Article L. 233-7 of the Commercial Code shall not apply to any market maker whose shareholding breaches the threshold of 5% of the share capital or voting rights in connection with market-making activities, provided:

  1. That it does not intervene in the issuer's management;

  2. That it does not exert any influence on the issuer to buy such equities or to support the price of such equities.

III. - A market maker shall notify the AMF within five trading days of starting its activity that it is making or intends to make a market for a given issuer. It shall also notify the AMF within the same period when its stops making a market for the issuer concerned.

This notification shall be made using a standard form to be defined by an AMF Instruction.

IV. - A market maker shall submit to the AMF at its request:

  1. Means of identifying the equities or financial instruments concerned. The market maker shall register them in a separate account, if it cannot identify them by any other means;

  2. Where applicable, any agreements between the market maker and the market undertaking, or the issuer.

I. - The persons required to make the notification referred to in Section I of Article L. 233-7 of the Commercial Code shall file it with the AMF no later than the close of trading on the fourth trading day after the shareholding threshold has been crossed.

For the purposes of the preceding paragraph, the AMF shall post the calendar of trading days on the different regulated markets established or operating in France to its website.

II. - The information mentioned in Part I must include:

  1. The identity of the reporting person;

  2. Where applicable, the identity of the natural person or legal entity entitled to exercise voting rights on behalf of the reporting person;

  3. The date on which the threshold was breached;

  4. The reason why the threshold was breached;

  5. The resulting situation in terms of shares and voting rights;

  6. Where applicable, the type of aggregation with shares and voting rights held by the reporting person under Article L. 233-9 of the Commercial Code and, where appropriate, the main points of the agreement mentioned in Points 4° and 4° bis of Section I of Article L. 233-9 of the aforementioned code;

  7. Where applicable, the chain of undertakings controlled within the meaning of Article L. 233-3 of the Commercial Code through which the shares and voting rights are held;

  8. Where applicable, the number of shares acquired further to a securities financing transaction;

  9. The signature of the person required to provide the notification.

III. - The notification shall also indicate:

  1. The number of securities giving future access to shares to be issued and to the voting rights attached thereto, notably normal warrants and covered warrants, bonds convertible into shares, and bonds convertible into or exchangeable for new or existing shares;

  2. If the conditions set in Point 4°, Section I of Article L. 233-9 of the Commercial Code are not satisfied, the issued shares that the reporting person is entitled to acquire under an agreement or a financial instrument, notably the options referred to in the last paragraph of Section II of Article 223-11, in the cases stipulated therein;

IV. - Where Point 4° of Section I of Article L. 233-9 of the Commercial Code applies or in the cases provided for in Section III, the notification shall also include a description of each type of financial instrument or the agreement, with the following details:

  1. The expiry or maturity date of the instrument or agreement;

  2. Where applicable, the date or the period at which the shares will or can be acquired;

  3. The name of the issuer of the share concerned;

  4. The principal characteristics of this instrument or agreement, in particular:

    • The conditions in which the instrument or agreement carries the right to acquire shares;

    • The maximum number of shares to which the instrument or the agreement carries the right or which the holder or beneficiary can acquire, without set-off against the number of shares that this person is entitled to sell pursuant to another financial instrument or another agreement;

V. - Where Point 4° bis of Section I of Article L. 233-9 of the Commercial Code applies, the declaration shall also include a description of each type of agreement or physically settled financial instrument, in accordance with Section IV, as well as a description of each type of agreement or cash-settled financial instrument, with the following details:

  1. The expiry or maturity date of the instrument or agreement;

  2. The name of the issuer of the share concerned;

  3. The principal characteristics of this instrument or agreement, in particular the maximum number of shares to which it is indexed or referenced, without set-off against the number of shares on which the person subject to the notification requirement holds a short position as a result of an agreement or cash-settled financial instrument;

  4. The delta of the instrument or the agreement, which is used to determine the number of shares and voting rights aggregated by the reporting person.

VI. - The notification takes the form of the standard notification provided in an AMF instruction. It is filed with the AMF in accordance with an AMF instruction. It is disclosed to the public by the AMF within three trading days from receipt of the full notification. It shall be drafted in French or another language that is customary in the sphere of finance.

In the case provided for in Point 8° of Part I of Article L. 233-9 of the Commercial Code, the notification mentioned in Article 223-14 may take the form of a single notification, provided that it clearly explains what the situation will be with regard to voting rights when the proxy holder is no longer able to exercise them after the proxy expires. In this case, the proxy holder is no longer required to give notice when its shareholding goes under the thresholds stipulated in Article L. 233-7 of the Commercial Code after the proxy expires.

The provisions of paragraph 1 of this sub-section shall apply to the organised multilateral trading facilities referred to in Article 524-1 when a person comes into possession, under the conditions set forth in Articles L. 233-7 et seq. of the Commercial Code, of more than one-half or nineteen-twentieths of the capital or voting rights.

The provisions of this sub-section shall apply to issuers of financial instruments that have been moved from trading on a regulated market to trading on an organised multilateral trading facility within the meaning of Article 524-1, for a period of three years starting from the admission date, under the terms of Article L. 233-7-1 of the Commercial Code.

Sub-section 2 - Information about the total number of voting rightsand shares making up the share capital

Each month, companies whose shares are admitted to trading on a regulated market in a State party to the European Economic Area Agreement or on an organised multilateral trading facility within the meaning of Article 524-1 shall disclose, in accordance with the procedures set out in Article 221-3, the total number of voting rights, determined according to the stipulations of the second paragraph of Article 223-11, and the number of shares making up their share capital, if these figures have changed relative to previous disclosures.

The provisions of Article 223-16 shall apply when the issuer has its registered office in a State that is not a party to the European Economic Area agreement and comes under AMF jurisdiction for the supervision of compliance with the requirement set out in Article L. 412-1 of the Monetary and Financial Code.

A third country shall be deemed to apply requirements equivalent to those set out in Article 223-16 where the issuer is required to disclose to the public the total number of voting rights and capital within thirty calendar days of any change in such total number.

Sub-section 3 - Statements of intent and changes of intent

I - The notification provided for in Section VII of Article L. 233-7 of the Commercial Code shall indicate:

  1. The methods of financing the acquisition and the arrangements therefor: the notifier shall indicate in particular whether the acquisition is being financed with equity or debt, the main features of that debt, and, where applicable, the main guarantees given or received by the notifier. The notifier shall also indicate what portion of its holding, if any, it obtained through securities loans.

  2. If the acquirer is acting alone or in concert;

  3. If it plans to cease or continue its purchases;

  4. If it intends to take control of the company;

  5. The strategy it intends to pursue in relation to the issuer;

  6. The operations for carrying out that strategy:

    1. Any plans for a merger, reorganisation, liquidation, or substantial partial transfer of the assets of the issuer or of any other entity it controls within the meaning of Article L. 233-3 of the Commercial Code;

    2. Any plans to modify the business of the issuer;

    3. Any plans to modify the memorandum and articles of association of the issuer;

    4. Any plans to delist a category of the issuer's financial securities;

    5. Any plans to issue the issuer's financial securities.

  7. Its intentions as regards the unwinding of the agreements and instruments referred to in Points 4° and 4° bis of Section I of Article L. 233-9 of the Commercial Code, if it is party to such agreements or instruments.

  8. Any agreements on a securities financing transaction involving the shares or voting rights of the issuer;

  9. Whether it intends to request its appointment or the appointment of one or more persons as a director on the executive board or supervisory board.

II. - Any person that provides portfolio management services for third parties as a regular business is not required to provide all the information provided for in Section I, on the following conditions:

  1. It crosses the threshold of one-tenth or three-twentieths of the capital or voting rights of the issuer in the normal course of business;

  2. It declares that it does not intend to take control of the company or to request its appointment or the appointment of one or more persons as a director on the executive board or supervisory board;

  3. It carries on its business independently from any other business.

In this case the declaration shall take the form of a standard clause contained in an AMF instruction.

III. - The initiator of a takeover bid that comes into possession of more than one-tenth, three-twentieths, one-fifth or one-quarter of the capital or the voting rights of the target company during the offer period or subsequent to the bid shall be exempt from Section VII of Article L. 233-7 of the Commercial Code if the offer document referred to in Article 231-18 has been disclosed to the public.

IV. - The AMF shall disclose to the public the information referred to in Section VII of Article L. 233-7 of the Commercial Code.

Section 3 - Shareholder agreements

The AMF shall publicly disclose the information mentioned in Article L. 233-11 of the Commercial Code. The AMF shall specify in an instruction how such information is to be transmitted to it.

Section 4 - Other information
Sub-section 1 - Information on proposals to amend the articles of association

The issuers referred to in Article 222-1 shall inform both the AMF and the persons that manage the EEA regulated markets to which their shares are admitted to trading of any proposals to amend their articles of association. Such communication shall be made without delay but at the latest on the date of calling the general meeting.

I. - In the event that a company, whose registered office is in France and whose shares are admitted to trading on a French regulated market or for which an application for admission to trading on such a market has been filed, decides to apply or cease applying the provisions set forth in Articles L. 233-35 to L. 233-39 of the Commercial Code, it shall notify the AMF of amendments to its articles of association as soon as these are made, so that the AMF can post this information on its website.

II. - The following are also subject to the provisions of Part I:

  1. Any company whose registered office is in France and whose shares are admitted to trading on a regulated market in a Member State of the European Union or in a State party to the European Economic Area (EEA) Agreement, other than France, or for which an application for admission to trading on such a market has been filed;

  2. Any company whose registered office is in a Member State of the European Union or in a State party to the EEA Agreement, other than France, and whose shares are admitted to trading on a French regulated market or for which an application for admission to trading on such a market has been filed.

Sub-section 2 - Other information

Notwithstanding section 1 of this chapter, the issuers referred to in Article 222-1 shall make public without delay, and in accordance with Article 221-3:

  1. Any change in the rights attaching to the various classes of shares, including changes in the rights attaching to derivative instruments issued by the issuer and giving access to the shares of that issuer;

  2. Any change to the terms and conditions of issuance that may directly affect the rights of holders of financial instruments other than equities;

Section 5 - Transactions in the company's securities by officers and directors and persons referred to in article L. 621-18-2 of the monetary and financial code

Commission Delegated Regulation (EU) 2016/522 of 17 December 2015 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers' transactions

Commission Implementing Regulation (EU) 2016/523 of 10 March 2016 laying down implementing technical standards with regard to the format and template for notification and public disclosure of managers' transactions in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council.

The provisions of this section apply to French issuers referred to in paragraph I of Article L. 621-18-2 of the Monetary and Financial Code.

They also apply to companies whose financial securities are admitted to trading on an organised multilateral trading facility within the meaning of Article 524-1.

[Removed by the decree of 14 September 2016]

In accordance with the last paragraph of Article L. 621-18-2 of the Monetary and Financial Code, notifications are not required for transactions carried out by a person referred to in the aforementioned article if the total amount of such transactions does not exceed EUR 20,000 in a calendar year.

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

The report referred to in Article L. 225-100 of the Commercial Code contains a summary statement of the transactions referred to in Article L. 621-18-2 of the Monetary and Financial Code, which have been made during the past financial year and have been reported.

Section 6 - Lists of insiders

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 laying down implementing technical standards with regard to the precise format of insider lists and for updating insider lists in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

[Removed by the decree of 14 September 2016]

Section 7 - Statement of intent in the event of preparations for a takeover bid

Without prejudice to the provisions of Article 223-6, in particular when the market for the financial instruments of an issuer is subject to large price swings or unusual trading volumes, the AMF may require persons to publicly disclose their intentions within a set deadline, where there is reason to believe they are preparing a takeover bid, either alone or in concert with others within the meaning of Article L. 233-10 of the Commercial Code. This shall be the case, for example, in the event of discussions between the issuers concerned or the appointment of advisors with a view to preparing a public offer.

The information is publicly disclosed in a news release submitted in advance to the AMF for approval and in accordance with Article 221-3.

Where the persons mentioned in Article 223-32 state their intention to file a draft offer, the AMF sets the date on which they must publish a release describing the terms of the draft offer, or, depending on the circumstances, file a draft offer.

The news release referred to in the first paragraph should mention the financial terms of the draft offer, any agreements that could affect its execution, the equity interest held in the issuer in question, any conditions that must be satisfied before the draft offer is filed, and the proposed timetable.

The AMF may request any information it deems necessary.

If the terms of the draft offer are not disclosed or if the draft offer is not filed within the deadline mentioned in the first paragraph, the persons in question are deemed not to have the intention of filing a draft offer and are subject to the provisions of Article 223-35.

When a person makes the characteristics of a draft offer public under the terms of Articles 223-6 or 223-33, including the nature of the offer and the planned price or exchange ratio, that person shall immediately notify the AMF and the AMF shall so notify the market by means of a publication. This publication shall mark the beginning of the pre-offer period, as defined in Article 231-2 (5°).

If the person referred to in the first paragraph abandons the planned offer, it shall immediately notify the AMF.

In the circumstances referred to in the previous paragraph, or if a draft offer is not filed within the deadline mentioned in Article 223-33, the AMF shall notify the market by means of a publication.

If the persons mentioned in Article 223-32 indicate that they do not intend to file a draft offer, or if they are deemed not to have such an intention pursuant to the final paragraph of Article 223-33, they may not file a draft offer for a period of six months starting from when they made their statement or from the expiry of the deadline mentioned in the final paragraph of Article 223-33, unless they provide evidence of major changes in the environment, situation or shareholding structure of the persons concerned, including the issuer itself.

During the period mentioned in the first paragraph, these persons may not place themselves in a situation in which they are obliged to file a draft offer. If they increase, by 2% or more, the number of equity securities and securities giving access to capital or voting rights that they hold in the issuer, they must report this immediately and indicate the objectives that they intend to pursue through to the expiry of the period.

The information mentioned in the previous paragraph shall be publicly disclosed according to the conditions and procedures set forth in Article 222-22.

Section 8 - Provisions applying to issuers of financial instruments that are no longer traded on a regulated market

When an issuer of financial instruments that are traded on a regulated market plans to apply for admission of its financial instruments to trading on an organised multilateral trading facility within the meaning of Article 524-1, it shall so notify the public at least two months before the planned date for the admission of the financial instruments to trading on the relevant multilateral trading facility under the terms of V of Article L. 421-14 of the Monetary and Financial Code. The notice shall specify the reasons therefor and the consequences for shareholders and the public, following procedures that are identical to those stipulated in Article 221-3. The notice shall also include the timetable for the move.

If the issuer concerned by the first paragraph decides to apply for admission of its financial instruments to trading on an organised multilateral trading facility within the meaning of Article 524-1, after the general meeting stipulated in Article L. 421-14 of the Monetary and Financial Code, it shall immediately notify the public, following procedures that are identical to those stipulated in Article 221-3. The notice shall specify the reasons therefor and the consequences for shareholders and the public. It shall also specify the procedures for the move. The notice shall also include the timetable for the move.

Section 9 - Short positions reporting

Regulation 236/2012 of the European Parliament and Council dated 14 March 2012 concerning short selling and certain aspects of contracts for the exchange of credit risk sets out transparency rules applicable to net short positions.

Section 10 - Disclosure of securities financing transactions involving equity securities

The information referred to in section I of Article L. 225-126 of the Commercial Code is transmitted electronically to the AMF by the persons referred to in that article in the manner specified in an AMF instruction.

The issuer concerned publishes this information on its website as soon as possible and no later than the business day after it has been received.

Title III - Takeover bids

Chapter I - General rules and common provisions

Section 1 - Scope, definitions and general principles
Sub-section 1 - Scope

This title applies to:

  1. All public offers made to holders of financial instruments traded on a regulated market in a European Union Member State or a State party to the EEA Agreement, including France, where the AMF is the competent authority in the cases provided for in Parts I and II of Article L. 433-1 of the Monetary and Financial Code, by a person acting alone or in concert within the meaning of Articles L. 233-10 and L. 233-10-1 of the Commercial Code, with the aim of acquiring some or all of the financial instruments concerned;

  2. Public offers concerning financial instruments that are admitted to trading on an organised multilateral trading facility within the meaning of Article 524-1, under the conditions provided for by Articles L. 433-1 (IV), L. 433-3 (II) and L. 433-4 (V) of the Monetary and Financial Code;

  3. Buyout offers of financial instruments that are no longer admitted to trading on a regulated market or on an organised multilateral trading facility within the meaning of Article 524-1;

  4. Public offers concerning financial instruments that are no longer admitted to trading on a regulated market in order to be admitted to trading on an organised multilateral trading facility within the meaning of Article 524-1, for a period of three years beginning from said admission, under the conditions provided for by Article L. 433-5 of the Monetary and Financial Code.

The AMF may apply these rules, excepting those governing buyout offers with squeeze-outs, and squeeze-outs, to public offers for financial instruments issued by companies whose registered offices are not in a Member State of the European Union or a State party to the EEA Agreement, where these instruments are admitted to trading on a French regulated market.

For the purposes of this Title, the financial securities are those referred to in Section II of Article L. 211-1 of the Monetary and Financial Code and all equivalent instruments issued under foreign law.

For the purposes of this Title, the direct or indirect holding of a fraction of voting rights is assessed on the total number of voting rights, calculated on the basis of all shares to which voting rights are attached, including shares whose voting rights have been suspended.

Sub-section 2 - Definitions

For the purposes of this Title:

  1. The offeror is any natural or legal person or legal entity that files a draft offer or on whose behalf one or more investment services providers file such draft offer;

  2. The target company is the issuer of the financial instruments to be acquired through the offer;

  3. The persons concerned are the offeror, the target company, and any persons or entities acting in concert with one of the preceding parties;

  4. The service providers concerned are investment services providers or the French or foreign institutions sponsoring the offer or advising the persons concerned by the offer;

  5. The pre-offer period is the period of time between the publication by the AMF for the purposes of the first paragraph of Article 223-34 and the start of the offer period or, if a draft offer is not filed, the publication by the AMF for the purposes of the last paragraph of Article 223-34;

  6. The offer period is the time between the publication by the AMF of the main provisions of the draft offer filed with the AMF, for the purposes of Article 231-14, and the publication of the outcome of the offer, or, where appropriate, the outcome of the re-opening of the offer for the purposes of Article 232-4;

  7. The offer term is the time between the opening and closing dates of the offer as published by the AMF for the purposes of Article 231-32.

Sub-section 3 - General principles

To allow an offer to be conducted in an orderly fashion in the best interests of investors and the market, the parties concerned shall respect the principles of free interplay of offers and counter-offers, equal treatment and information for all holders of the securities of the persons concerned by the offer, market transparency and integrity, and fairness of transactions and competition.

The persons concerned by the offer shall comply with the rules of this title during the offer period.

Once a draft offer has been filed, any restrictive clause agreed by the parties concerned by the offer or their shareholders that could have an impact on the assessment of the offer or its outcome, subject to assessment by the courts of its validity, must be disclosed to the parties concerned by the offer, the AMF and the public. If it was not possible to mention the clause in the offer document(s), because of the date on which the agreement was concluded or for another reason, the signatories shall, as soon as the agreement has been concluded, publish a news release detailing the content of the clause in accordance with Article 221-3.

Save for the exceptions mentioned in Article 233-1, the offer must be for all the equity securities as well as any securities giving access to the capital and voting rights of the target company.

During the public offer period, the offeror and the target company shall ensure that their acts, decisions and declarations do not compromise the corporate interest or the equal treatment and information of holders of the securities of the companies concerned.

If the Board of Directors or the Management Board, after obtaining the authorisation of the Supervisory Board of the companies concerned, should decide to make a decision which is likely to cause the offer to fail, they shall inform the AMF to this effect.

Section 2 - Nature of the offer and conditions precedent

An offer may consist of:

  1. a single offer proposing a purchase of the target securities, an exchange for existing securities or securities to be issued, or a payment in cash and securities;

  2. an alternative offer;

  3. a principal offer with one or more non-severable subordinate options.

Where the securities provided in exchange are not liquid securities admitted to trading on a regulated market in a Member State of the European Union or a State party to the EEA Agreement, the offer must include a cash option.

If, in the twelve months before the offer is filed, the offeror, acting alone or in concert, has purchased, for cash, securities giving it more than 5% of the shares or voting rights of the target company, the offer must include a cash option.

Where the offer consists of an alternative offer or a single offer proposing payment in cash and securities, the AMF shall assess the validity of the offeror's designation of it as a public cash offer or public exchange offer.

The offeror may give holders the option of selling their securities at a later date, provided that the option is exercisable within a reasonable time, that it is subordinate to the principal offer, and that exercise of the option

is unconditionally guaranteed by the institution sponsoring the offer as defined in Article 231-13. Any arrangements that consist in offering payment at a later date of the difference between the future market price and the future offer price must contain guarantees and advantages equivalent to those of a deferred sale.

I. - 1° Any public offer made following the normal procedure referred to in Chapter II of this Title, at the close of which the offeror, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, does not hold a number of shares representing a fraction of more than 50% of the share capital or voting rights, shall be null and void. This threshold shall be determined following the rules set out in Article 234-1.

2° However, when reaching a majority seems impossible or unlikely for reasons unrelated to the characteristics of the offer, the AMF may, at the request of the offeror, authorise this threshold to be waived or lowered to below 50% of the share capital or voting rights, particularly where:

a) the target company is already controlled, within the meaning of Article L. 233-3 of the Commercial Code, by a person other than the offeror, who is not acting in concert with him within the meaning of Article L. 233-10;

b) commitments not to tender to the offer have been given by one or several shareholders of the target company, in particular if the application of the threshold referred to in 1° obliges the offeror to acquire at least two-thirds of the securities likely to be tendered to the offer;

c) there are one or several competing offers;

d) provisions of law, regulation or bylaw prevent any majority control being acquired. The AMF shall rule on the basis of the principles set forth in Article 231-3.

II. - Without prejudice to the provisions referred to in I, where the offer is not subject to the terms of Chapter IV of this title, the offeror may stipulate in its offer that a number of securities must be tendered, expressed as a percentage of the share capital or voting rights, below which it reserves the right to withdraw its offer.

An offeror making draft offers for two or more different companies may stipulate that if the threshold or thresholds set pursuant to Article 231-9 is/are reached in one of the offers, it will declare the offer to have succeeded only if this threshold is reached in the other offer or offers. While the offers are open, the offeror may withdraw this condition or the threshold condition referred to in Article 231-9 II, notably in the case of competing or improved offers on one of the target companies.

If, under competition rules, notice of the draft offer must be given to the European Commission, the Autorité de la concurrence or the competent authority in this regard in another State party to the EEA Agreement or the United States of America, the offeror may stipulate the condition precedent of obtaining the decision provided for in Article 6-1 a) or b) of EC Regulation 139/2004, the authorisation provided for in Article L. 430-5 of the Commercial Code, or any authorisation of the same nature issued by the foreign State.

An offeror that seeks to assert such provisions shall provide the AMF with a copy of the notices to the authorities concerned or any document attesting to the steps taken to inform those authorities and shall keep the AMF informed of the progress of the procedure.

The offer shall lapse if the proposed transaction becomes subject to the procedure of Article 6-1 (c) of EC Regulation 139/2004, or the procedure of Article L. 430-5 (III), point 3, of the Commercial Code, or becomes subject to a similar procedure before the competent authority of a foreign State. The offeror shall disclose whether it is seeking to pursue the intended transaction with the authorities to which the case has been referred.

The provisions of the previous paragraphs also apply to a draft offer of which, under competition rules, notice must be given to a foreign competent authority other than those previously mentioned, if the procedure followed for the purposes of obtaining said authorisation is subject to a time frame compatible with a period of ten weeks beginning from the opening of the offer, unless the AMF agrees to extend the offer timetable. The AMF then rules in light of the principles defined in Article 231-3, after having obtained the opinion of the competent body of the target company.

Where the proposed offer calls for remittal of securities to be issued, the irrevocability of the offeror's commitments entails an obligation to propose a resolution to the general meeting of the issuing company's shareholders authorising issuance of the securities under the conditions and clauses of the proposed offer, as consideration to persons tendering their securities to the offer, unless the company's governing body has already obtain an express delegation of authority to this effect.

Depending on the applicable provisions of law, regulation or bylaw governing the offeror, the AMF may authorise the offeror to make opening of the offer conditional on its being authorised by a general meeting of shareholders, provided that such a meeting has already been called before the draft offer is filed.

Section 3 - Filing of the draft offer, the draft offer documentand the draft reply document

I. - The draft offer shall be filed by one or more investment services providers authorised to act as underwriter(s) and acting on behalf of the offeror(s).

The filing is made by means of a letter addressed to the AMF guaranteeing the tenor and irrevocable nature of the commitments made by the offeror. This letter must be signed by at least one of the sponsoring institutions.

II. - This letter shall stipulate:

1° The aims and intentions of the offeror;

2° The number and type of securities of the target company that the offeror already holds, alone orin concert, or may hold on its own initiative, as well as the date and terms on which such holdings were acquired in the last twelve months or may be acquired in the future;

3° The price or exchange ratio at which the offeror proposes to acquire the target securities, the basis on which such price or ratio was determined, and the proposed conditions of payment or exchange;

4° If applicable, the conditions provided pursuant to Articles 231-9 II to 231-12.

4°a If the withdrawal threshold referred to in point 1° of Article 231-9 I is applicable to the offer, the number of shares and voting rights represented by this threshold on the date when the offer was filed and, where appropriate, the reasons for which the offeror has applied to the AMF for application of point 2° of Article 231-9 I.

5° The specific procedures by which the financial instruments of the target company will be acquired and, where applicable, the identity of the investment services provider appointed to acquire them on behalf of the offeror.

6° In the cases provided for in Article L. 2312-47 of the Labour Code, whether the procedure to inform and consult the works council of the target company referred to in Article L. 2312-46 of the Labour Code had begun on the announcement of the offer.

III. - The letter shall be accompanied by:

1° The draft offer document drawn up by the offeror, alone or jointly with the target company. In the cases provided for in Article 261-1, the offeror's draft offer document may not be drawn up jointly with the target company;

2° Copies of any prior notices given to other bodies empowered to authorise the proposed transaction.

IV. - In the case provided for in paragraph III of Article L. 433-3 of the Monetary and Financial Code, the letter shall also be accompanied by:

1° The offer document that has been filed or a draft of the offer document that will be filed;

2° Any other document constituting a binding commitment proving that an irrevocable and fair draft offer has been or will be filed for all the equity securities and securities giving access to the capital or voting rights of the company of which more than 30% of the shares or voting rights is held, where such holding constitutes an essential part of the target company's assets.

V. - In all cases, an electronic version of the draft offer document must be transmitted to the AMF for posting on its website.

The AMF shall make public the main provisions of the draft offer. Such publication shall signal the beginning of the offer period.

Once the draft offer has been filed, the Chairman of the AMF may ask the market undertaking that runs the regulated market on which the target company's securities are admitted to trading to halt trading in those securities under the terms of Article L. 421-15 of the Monetary and Financial Code. Under the terms of Articles L. 424-5 and L. 425-3 of the Monetary and Financial Code, the AMF Chairman may also ask the person running a multilateral trading facility to suspend trading in the securities of the target company or a systematic internaliser to suspend its activity with regard to those securities.

Such request may also extend to other securities concerned by the draft offer.

The request shall made to all market undertakings, multilateral trading facility operators and systematic internalisers trading in the target securities, as necessary.

Section 4 - Disclosures to shareholders and the public

I. - Once the offer period begins, the draft offer document shall be made available to the public free of charge at the offices of the offeror and the sponsoring institution(s). Where the offer document has been prepared jointly with the target company, it shall also be made available at the offices of the target company and the organisations engaged as paying agent for the target company's securities.

Where the registered office of the offeror or sponsoring institution is outside France, the offer document must be made available at the offices of an investment services provider in France designated for this purpose by the offeror or sponsoring institution.

The draft offer document shall also be published on the website of the offeror and, if it was prepared jointly with the target company, on the website of the target company, provided that these companies have websites.

II. - In all cases, a copy of the draft offer document must be sent free of charge to any person who requests it.

III. - On or before the date that the draft offer is filed with the AMF, a news release shall be issued. The offeror shall ensure that the release is distributed in accordance with Article 221-3. This news release shall present the main elements of the draft offer document and explain how the document is being made available.

IV. - The draft offer document and the news release mentioned in Part III shall include the words: "This offer and the draft offer document are subject to AMF approval".

The target company may, once the news release mentioned in Part III of Article 231-16 has been published, issue its own news release in accordance with Article 221-3 to inform the public of the opinion of its Board of Directors or Supervisory Board or, in the case of a foreign company, the competent governing body, on the benefits of the offer or the consequences of the offer for the target company, its shareholders and its employees.

Where applicable, the news release shall mention the findings of the report by the independent appraiser appointed pursuant to Article 261-1 and the findings of the company economic and social committee opinion referred to in Article L. 2312-46 of the Labour Code. If the news release is published before the appraiser submits his report or the works council of the target company submits the opinion referred to in Article L. 2312-46 of the Labour Code, the target company shall issue another release when the report or the opinion is published, mentioning the appraiser's findings, the reasoned opinion of the governing bodies referred to in the first paragraph and the findings of the works council opinion.

In all cases, if the independent appraiser has not completed his assignment or has not been appointed by the time the offeror files its draft offer document, the target company shall issue a news release to inform the public of the identity of the independent appraiser as soon as the offeror publishes its draft document or as soon as the appraiser is appointed.

The AMF may request any disclosure that it deems necessary.

Section 5 - Contents of the draft offer document and the reply document

The draft offer document prepared by the initiator, which must meet the content requirements specified in an AMF instruction, shall mention:

  1. The identity of the offeror;

  2. The terms of the offer, including in particular:

    a) The proposed price or exchange ratio, based on generally accepted objective valuation criteria, the characteristics of the target company and the market for its securities;

    b) The number and type of securities that it promises to acquire;

    c) The number and type of securities of the target company that the offeror already holds directly, indirectly or in concert, or may hold on its own initiative, as well as the date and terms on which such holdings were acquired in the last twelve months or may be acquired in the future;

    d) Where applicable, the conditions to which the offer is subject pursuant to Articles 231-9 II to 231-12;

    e) The planned timetable for the offer;

    f) Where applicable, the number and type of securities tendered in exchange by the offeror;

    g) The terms of financing for the transaction and the impact of those terms on the assets, activities and financial results of the companies concerned;

    h) If the withdrawal threshold referred to in 1° of Article 231-9 I is applicable to the offer, the number of shares and voting rights represented by this threshold on the date when the offer was filed and, where appropriate, the reasons for which the offeror has applied to the AMF for application of 2° of Article 231-9 I.

  3. Its intentions for at least the coming twelve months with regard to the industrial and financial strategy of the companies concerned, where applicable, its specific commitments and intentions formalised within the framework of the procedure to inform and consult the economic and social committee of the target company, referred to in Article L. 2312-46 of the Labour Code, and continued public trading on a regulated market of the equity securities or securities giving access to the capital of the target company;

  4. Its policy with respect to employment. In particular, the offeror shall indicate, based on the data available to it and its intentions in the matter of industrial and financial strategy as mentioned in Point 3° above, any foreseeable changes in the size and composition of the workforce;

  5. The law applicable to contracts between the offeror and holders of the target company's securities following the offer, and competent jurisdictions;

  6. Agreements relating to the offer to which the offeror is party or of which it is aware, as well as the identity and characteristics of persons with which it is acting in concert or persons acting in concert with the target company within the meaning of Articles L. 233-10 and L. 233-10-1 of the Commercial Code and of which the offeror is aware ;

  7. If relevant, the opinion and the reasons therefor of the Board of Directors or Supervisory Board, or, in the case of a foreign offeror, the competent governing body, regarding the benefits of the offer or the consequences of the offer for the offeror, its shareholders and its employees; and the voting procedures by which this opinion was obtained, with the possibility for dissenting members to request that their identity and position be mentioned;

  8. In the case provided for in Part III of Article L. 433-3 of the Monetary and Financial Code, a commitment to file an irrevocable and fair draft offer for all the equity securities and securities giving access to the capital or voting rights of the company of which more than 30% of the shares or voting rights is held, where such holding constitutes an essential part of the target company's assets;

  9. If relevant, the report by the independent appraiser mentioned in Article 261-3;

  10. Procedures for making available the information mentioned in Article 231-28.

  11. The specific procedures by which the financial instruments of the target company will be acquired and, where applicable, the identity of the investment services provider appointed to acquire them on behalf of the offeror.

The offer document shall bear the signature of the initiator, or of its legal representative, declaring that the information contained therein is accurate.

The offer document shall also include a declaration by the legal representatives of the sponsoring institutions as to the accuracy of the information about the presentation of the offer and the information used to appraise the proposed price or exchange ratio.

The reply document of the target company, which must meet the content requirements specified in an AMF instruction, shall mention:

1° The agreements mentioned in Article 231-5;

2° The information mentioned in Article L. 225-37-5 of the Commercial Code, updated where applicable as at the date of the offer, to the best of the company's knowledge;

3° The independent appraiser's report in the cases provided for in Article 261-1. In order to protect its legitimate interests, the target company may assume responsibility for not disclosing certain information in the independent appraiser's report, provided that there is no risk that this non-disclosure might mislead the public;

3°bis In the cases provided for in Articles L. 2312-42 to L. 2312-51 of the Labour Code, the opinion of the economic and social committee of the target company and, where applicable, the chartered accountant's report prepared on behalf of the works council pursuant to the provisions of Article L. 2312-45 of the Labour Code;

4° The reasoned opinion of the Board of Directors or Supervisory Board or, in the case of a foreign company, the competent governing body, specifies:

  • the diligence it has conducted for the purposes of preparing this opinion, in the conditions set out by an AMF instruction;

  • the benefits of the offer or the consequences of the offer for the target company, its shareholders and its employees, and, where applicable, the measures it has implemented or decided to implement that are likely to cause the offer to fail. In the case of any new measures likely to cause the offer to fail, the company shall publish a news release to inform the market to this effect;

  • the voting procedures by which this opinion was obtained are set out, with the possibility for all members to request that their identity and position be stated.

If the competent corporate body should adopt a reasoned opinion that is different from the project proposed by the ad hoc committee referred to in paragraph III of Article 261-1, it shall state its reasons in this opinion.

5° If they are available and different from the opinion mentioned in point 4°, comments by the economic and social committee or, failing that, of staff members;

6° Whether members of the corporate bodies mentioned in point 4° intend to tender their securities to the offer, specifying in particular, if the offer has several legs, the leg to which they intend to tender their securities, where such is the case;

7° The procedures for making available the information mentioned in Article 231-28.

The reply document shall bear the signature of the legal representative of the target company, declaring that the information contained therein is accurate.

Section 6 - Review of the draft offer by the amf

I. - The AMF shall have ten trading days from the beginning of the offer period to determine whether the draft offer complies with applicable laws and regulations.

II. - In the cases provided for in Article 261-1 and for offers under the terms of Articles L. 2312-42 to L. 2312-51 of the Labour Code, the statement of compliance shall be issued no earlier than five trading days after the target company has filed its draft reply document.

III. - In all cases, the AMF may request any supporting documentation or guarantees that it deems appropriate, as well as any further information that it needs for its assessment of the draft offer, the draft offer document or the reply document. In this case, the time period is suspended. It resumes once the information requested has been received.

To determine whether the draft offer complies with applicable laws and regulations, the AMF shall examine:

1° The aims and intentions of the offeror.

2° Where applicable, the type and characteristics of and market for any securities proposed in exchange;

3° Any conditions of the offer pursuant to Articles 231-9 and 231-10;

bis If the withdrawal threshold referred to in 1° of Article 231-9 I is applicable to the offer, the number of shares and voting rights represented by this threshold on the date when the offer was filed and, where appropriate, the reasons for which the offeror has applied to the AMF for application of 2° of Article 231-9 I;

4° The information in the draft offer document;

5° In the cases provided for in Article 261-1, the financial terms of the offer, notably with respect to the independent appraiser's report and the reasoned opinion of the Board of Directors, the Supervisory Board, or, in the case of a foreign offeror, the competent governing body.

The AMF may ask the offeror to modify the draft offer if the AMF believes that it may contravene the legal and regulatory provisions mentioned in the first paragraph, and notably the principles referred to in Article 231-3.

In the cases and in accordance with the conditions set forth in Section 2 of Chapter II and in Chapters III to VII of this title, the AMF shall assess application of the special provisions governing the proposed price or exchange ratio.

Where the draft offer meets the requirements of Articles 231-21 and 231-22, the AMF shall publish on its website a reasoned statement of compliance that also constitutes an approval of the offer document.

Where the document does not meet the requirements, the AMF shall refuse to issue a statement of compliance for the draft offer and shall publish its decision on its website.

Where appropriate, the AMF shall set a date for resumption of trading in the securities concerned if trading is still suspended and shall so notify the persons referred to in Article 231-15.

In the cases mentioned in Part III of Article L. 433-1 of the Monetary and Financial Code, where the offer concerns equity securities that are also admitted to trading on a market not located in a Member State of the European Union or a State party to the EEA Agreement, whether regulated or not, where the AMF does not claim jurisdiction, and where an offer document has been prepared in compliance with a procedure governed by a competent foreign authority, the AMF may exempt the offeror and the target company from the obligation to prepare an offer document and a reply document, provided that the offeror and the target company publish, jointly or separately, a news release subject to review by the AMF. The release, which must be distributed in accordance with Article 221-3 by the author, shall present the main elements of the offer document. In such cases, only Articles 231-36, 231-46, 231-48, 231-49, 231-51 and 231-52 shall be applicable. The information called for in Articles 231-5, 231-18 and 231-19, if not included in the offer document, must be included in the news release.

Once the offer document has been approved by the competent authority of another Member State of the European Union or a State party to the EEA Agreement, the offeror and the target company are exempt from preparing an offer document and a reply document, provided that their application is accompanied by a copy of the offer document approved by the competent authority and translated in French.

This document should be published in accordance with the procedures provided for in Article 231-27.

I. - 1° The target company shall file a draft reply document with the AMF no later than on the fifth trading day following publication by the AMF of its statement of compliance.

2° Exceptionally, if an independent appraiser has been appointed pursuant to Article 261-1, the target company shall file its draft reply document no later than on the twentieth trading day after the beginning of the offer period.

3° Where the offer is filed by a shareholder who already holds, either directly or indirectly, alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, at least half of the capital and voting rights of the target company, the latter cannot file its draft reply document before expiry of a period of fifteen trading days following the filing of the draft offer document by the offeror.

4° For offers in which the economic and social committee must be informed and consulted pursuant to the provisions of Articles L. 2312-42 to L. 2312-51 of the Labour Code, the target company shall file a draft reply document by the date of the later of the following two events:

a) Where an independent appraiser has been appointed pursuant to Article 261-1, no later than twenty trading days after the beginning of the offer period;

b) In other cases, no later than fifteen trading days after the beginning of the offer period;

In any event, the draft reply document may not be filed before the opinion of the works council of the target company or the date on which the works council is deemed to have been consulted as provided by Article L. 2312-46 of the Labour Code.

II. - The electronic version of the draft reply document shall be sent to the AMF for posting on its website. As soon as it has been filed, the draft reply document shall be made available to the public in accordance with the procedures set out in Paragraphs I and II of Article 231-16 and shall contain the wording referred to in Paragraph IV of the said article. No later than when it is filed with the AMF, it shall be the subject of a news release distributed by the target company in accordance with Article 221-3.

This news release presents the main elements of the draft reply document, explains how the document is being made available, and contains the wording referred to in Paragraph IV of Article 231-16.

III. - Except in the cases provided for in Paragraph II of Article 231-20, the AMF shall have five trading days from the filing of the draft reply document to issue its approval in accordance with Article 231-20. During this time, the AMF may request any additional information that it deems necessary for its review. In this case, the time period is suspended. It resumes once the information requested has been received.

Section 7 - Distribution of the offer and reply documents
  1. Public distribution of the AMF-approved offer document drawn up by the offeror, alone or jointly with the target company, must occur before the opening date of the offer and no later than the second trading day following issuance of the statement of compliance.

  2. The offer document approved by the AMF must be distributed in one of the following forms:

    1. Publication of the document in at least one daily newspaper with nationwide circulation that covers economic and financial news;

    2. Publication of a summary of the offer document on the same conditions as in a), when the offer document is made available free of charge at the offices of the offeror and the sponsoring institution(s); or publication of a news release, distributed in accordance with Article 221-3 under the offeror's responsibility, specifying that the offer document is available as described above.

      Where the registered office of the offeror or sponsoring institution is outside France, the offer document must be made available at the offices of an investment services provider in France designated for this purpose by the offeror or sponsoring institution. Where the offer document has been prepared jointly with the target company, the document shall also be made available free of charge at the offices of the target company and the organisations engaged as paying agent for the target company's securities.

      In all cases, a copy of the document must be sent free of charge to any person who requests it, and an electronic version of the offer document must be sent to the AMF for posting on its website

  3. The target company sends its reply document to the offeror as soon as the AMF has issued its approval. The reply document must be distributed in one of the following forms:

    1. Publication of the document in at least one daily newspaper with nationwide circulation that covers economic and financial news;

    2. Publication of a summary of the reply document on the same conditions as in a), when the reply document is made available free of charge at the offices of the target company or the organisations engaged as paying agent for its securities; or publication of a news release, distributed in accordance with Article 221-3 under the offeror's responsibility, specifying that the document is available as described above.

      In all cases, a copy of the reply document must be sent free of charge to any person who requests it, and an electronic version must be sent to the AMF for posting on its website.

  4. The approved offer and reply documents published and made available to the public shall always be identical to the original versions approved by the AMF.

Section 8 - Other information

I.- Disclosures about the legal, financial, accounting and other characteristics of the offeror and the target company, which must meet the content requirements specified in an AMF instruction, shall be filed with the AMF and made available to the public no later than the day before the offer opens, in accordance with the procedures referred to in points 2° and 3° of Article 231-27.

The reports by the statutory auditors of the offeror and the target company must also be filed with the AMF under the same conditions.

II. - Foreign offerors shall appoint, with the assent of the AMF, a statutory auditor to verify the translation of the financial statements and notes, as well as the relevance of any supplements and adaptations thereto. The statutory auditor shall send a letter to the offeror when it completes its work on the translation of these elements and shall state its observations, if any. The offeror shall forward a copy of the completion letter to the AMF. These provisions shall also apply to foreign target companies.

III. - For the application of waiver provided for in Article 1, paragraphs (4) f) and (5)e of Regulation (EU) n° 2017/1129, the statutory auditors shall declare that any pro forma has been properly prepared in accordance with the indicated basis and that the accounting basis complies with the offeror's accounting policies.

The offeror's statutory auditors shall examine all the information from the offeror referred to in Paragraph I and any updates or corrections thereto. This overall examination and any special verifications shall be carried out in accordance with a standard that is applicable to statutory auditors.

They shall draw up a completion letter for their work, in which they inform the offeror about any reports issued. Upon completion of their overall examination and any special verifications that may have been made in accordance with the aforementioned professional standard, they shall state their observations, if any.

The offeror shall forward a copy of the completion letter to the AMF.

IV. - No later than the day before the offer opens, the offeror, the target company and at least one of the sponsoring institutions shall file a declaration certifying that all the information required under this article has been filed and has or will be disseminated within the timeframe stipulated in paragraph I.

If the AMF finds an omission or a material inaccuracy in the content of the information mentioned in Article 231-28, it shall inform the offeror or the target company, as appropriate, of this fact. The offeror or target company is then required to amend the information and file the corrections with the AMF.

Any omission or inaccuracy, with regard to this General Regulation or to AMF instructions, that could manifestly distort an investor's assessment of the proposed transaction shall be considered as material.

These corrections shall be made available to the public as soon as possible, in accordance with Points 2° and 3° of Article 231-27.

The AMF may postpone the closing date of the offer to give holders of securities at least five trading days to respond following publication of the information mentioned in Article 231-29.

Section 9 - Offer timetable

The offer timetable is set based on the distribution date of the joint offer document of the offeror and the target company or the reply document of the target company.

The offer opens on the trading day after the latest of the following events:

  1. Distribution of the approved offer document prepared by the offeror (where applicable, jointly with the target company) or, in the cases provided for by Article 261-1, distribution of the reply document prepared by the target company;

  2. Distribution of the information mentioned in Article 231-28;

  3. Where applicable, receipt by the AMF of any prior authorisations required by law.

The AMF publishes the opening and closing dates of the offer and the release date of the outcome of the offer.

Persons wishing to tender their securities to the offer must send their orders to an authorised provider during the offer period.

At any time during the offer period, the AMF may postpone the closing date of the offer.

The AMF publishes the results of the tender offer, which are transmitted to it by the market operator concerned or by the sponsoring institution, as the case may be.

Section 10 - Obligations of officers and directors, persons concerned by the offer and their advisers

The parties concerned by the offer, their officers and directors and their advisers shall demonstrate particular vigilance in their statements.

Any advertisement, regardless of its form and method of dissemination, shall be communicated to the AMF before being disseminated.

Such advertisements shall:

  1. State that an offer document or reply document has been or will be published and indicate where investors are or will be able to obtain it;

  2. Be clearly recognisable as advertisements;

  3. Contain no information that could mislead the public or discredit the offeror or the target company;

  4. Be consistent with the information contained in the news releases, the offer document and the reply document;

  5. Where applicable and at the request of the AMF, contain a warning about certain exceptional characteristics of the offeror, the target company, or the financial instruments concerned by the offer.

The provisions of this article shall also apply during the pre-offer period.

Any additional information not included in the offer document approved by the AMF must be made public in a news release. The author of the release shall ensure that it is distributed in accordance with Article 221-3.

Section 11 - Trading in the securities concerned by the public offer
Sub-section 1 - Trading by the offeror and persons acting in concert with it

I. - The restrictions on trading in the securities concerned by a public offer do not apply to acquisitions resulting from a voluntary agreement entered into after the beginning of the offer period or the pre-offer period, as applicable.

II. - During the pre-offer period, the offeror and persons acting in concert with it shall not acquire any of the securities of the target company.

III. - During the offer period, the offeror and persons acting in concert with it may not acquire any securities of the target company if the offer is subject to one of the conditions mentioned in Articles 231-10 and 231-11.

IV. - Without prejudice to the provisions of Article 231-41 and of III of this article, the offeror and persons acting in concert with it may acquire the securities of the target company after the start of the offer period and until the opening of the offer.

In the case of a public offer under the terms of Chapter II of this title, such acquisitions shall be made without making the offeror, either alone or in concert, cross the thresholds set out in Articles 234-2 and 234-5.

In the case of a public offer under the terms of Chapters III and VI of this title, such acquisitions shall be limited to 30% of the existing securities targeted by the offer, for each category of shares targeted.

V. - Without prejudice to the provisions of Article 231-41 and of III of this article, the offeror and persons acting in concert with it may acquire the securities of the target company from the opening of the offer until the publication of the outcome.

In the case of a public offer under the terms of Chapter II of this title, such acquisitions shall be made without making the offeror, either alone or in concert, cross the thresholds set out in Articles 234-2 and 234-5.

During the reopening of the offer, the offeror may carry out its offer by acquiring the securities targeted, if the offer is fully settled in cash and provided that at the close of the initial offer period it holds more than 50% of the share capital and voting rights of the target company.

VI - From the closing of the offer until the publication of the outcome, the offeror and the persons acting in concert with it may not sell any securities of the target company.

I. - In the case of a public offer under the terms of Chapter II of this title, if the offeror and the persons acting in concert with it proceed to acquire securities of the target company, any acquisition made at a price higher than the offer price shall automatically cause this price to be raised to at least 102% of the stipulated price and, beyond that, to the price actually paid, regardless of the quantities of securities acquired, and regardless of the price at which they were acquired, and the offeror shall not be able to amend the other terms of the offer.

After the deadline set out in Article 232-6 for submitting an improved offer and until the publication of the outcome of the offer, the offeror and the persons acting in concert with it may not acquire securities of the target company at a price higher than the offer price.

II. - In the case of a public offer under the terms of Chapters III and VI of this title, or the case of the reopening of a public offer under the terms of Chapter II, any trading in the securities of the target company by the offeror and the persons acting in concert with it shall be carried out:

  1. Based on an order drawn up at the offer price, in the case of a market acquisition, or at the offer price and only at that price, in the case of an off-market acquisition, from the beginning of the offer period until the opening of the offer;

  2. At the offer price and only at that price, from the opening of the offer until the publication of the outcome.

Sub-section 2 - Trading by the target company and persons acting in concert with it

I. - During the offer period, the target company, when it is applying the provisions of Article L. 233-33 I or II of the Commercial Code and such provisions are not ruled out pursuant to Article L. 233-33 III of the same Code, and the persons acting in concert with it may not trade in the company's equity securities or securities providing access to the company's equity or financial instruments linked to these securities.

II. - If an offer falls under the terms of Chapter II of this title and is fully settled in cash, the target company when it is applying the provisions of Article L. 233-33 I or II of the Commercial Code may continue to execute a share buy-back programme during the offer period, provided that the general meeting resolution that authorised the programme expressly provided for it and, if it is a measure that may cause the offer to fail, provided that its implementation is subject to approval or confirmation by the general meeting.

III. - The provisions of this article also apply during the pre-offer period.

Sub-section 3 - Trading by persons concerned by a public exchange offer or a public cash and exchange offer

If all or part of the offer is to be settled in securities, the persons concerned by the offer may not, during the offer period, trade in:

  1. The equity securities or securities giving access to the equity of the target company or financial instruments linked to these securities;

  2. The equity securities or securities giving access to the equity of the company issuing the securities offered in exchange or financial instruments linked to these securities.

However, a company issuing the equity securities to pay for a public offer may continue to trade in its own securities as part of a share buy-back programme implemented in accordance with the provisions of Article L. 225-209 of the Commercial Code and of Regulation (EC) 2273/2003 of the European Commission of 22 December 2003, or of an equivalent foreign regulation.

The provisions of this article shall also apply during the pre-offer period.

Sub-section 4 - Trading by the service providers concerned

The provisions of Articles 231-38 to 231-41 shall apply to proprietary trading by any services provider concerned as well as by any company belonging to the same group.

The service providers concerned shall monitor compliance with these restrictions on a daily basis. They shall make the results of their diligence and oversight available to the AMF. In particular, they shall answer any question from the AMF about the trades that they make during an offer period and they shall be capable of demonstrating that they comply with the provisions of this title.

The provisions of this article shall also apply during the pre-offer period.

I. - By way of derogation from the provisions of the first paragraph of Article 231-42, the services provider concerned and any company belonging to the same group are authorised to trade in the securities concerned by the offer or derivatives linked to these securities in transactions for their own account or on behalf of their group under the following conditions:

  1. The trading involves staff members with resources, objectives and responsibilities that are distinct from those involved in the offer and that they are separated by an "information barrier";

  2. The trading is in line with usual practices with regard to risk hedging linked to customer transactions or market making;

  3. The positions and changes in liabilities resulting from proprietary trading do not deviate significantly from the usual pattern;

  4. The service provider has taken all necessary steps to make a prior assessment of the effects of any proprietary trading to avoid influencing the outcome of the offer and unduly influencing the prices of the securities concerned;

  5. The trading complies with the principles set out in Article 231-3.

II. - The service provider concerned shall adapt its internal procedures to the specific characteristics of each offer and to the features of the market for the securities of the target company and, where appropriate, the securities offered in exchange in order to ensure compliance with the provisions of this article. It shall set the requirements for proprietary trading in the financial instruments concerned, if it allows such trading.

III. - The provisions of this article shall also apply if the service provider concerned or a company in its group is the offeror or the target company in a public offer.

Section 12 - Oversight of public offers

The provisions of this section shall apply from the beginning of the pre-offer period until the end of the offer period.

The provisions of Sub-section 1 apply to any person or entity, including the persons concerned by the offer. Investment services providers are subject to the provisions of Sub-section 2.

The fractions of 1%, 2% and 5% referred to in this section are determined in accordance with the assimilation methods provided for by Article L. 233-9 of the Commercial Code, except those provided for in Point 3° of Section II of this article.

Sub-section 1 - General provisions

The offeror shall immediately notify the AMF of the identity of the investment services provider(s) responsible for presenting the draft offer.

The persons concerned by the offer shall immediately notify the AMF of the identity of the investment services providers or institutions advising them.

Any changes in the information referred to in the preceding paragraphs shall be notified to the AMF immediately.

I. - The following persons and entities must report daily to the AMF on the transactions they have carried out resulting in or likely to result in a transfer of ownership in the securities or voting rights targeted by the offer, including any transactions involving financial instruments or agreements that have a similar economic effect to that of owning said securities:

  1. The persons concerned by the offer;

  2. Persons or entities that hold on their own or in concert at least 5% of the share capital or voting rights in the target company;

  3. Persons or entities that hold on their own or in concert at least 5% of the securities other than shares targeted by the offer;

  4. Members of the Boards of Directors, Supervisory Boards or Executive Boards of the persons concerned by the offer;

  5. Persons or entities that have on their own or in concert increased their holding to 1% or more of the equity of the target company, or 1% or more of the total securities other than shares targeted, since the beginning of the offer period or, where appropriate, the pre-offer period, for as long as they hold such a quantity of securities.

The transactions that must be declared include in particular:

  1. The acquisition, sale, subscription, lending or borrowing of the securities targeted by the offer;

  2. The acquisition or sale of any financial instrument or the conclusion of any agreement that has a similar economic effect to that of owning the securities targeted by the offer, regardless of how it is settled;

  3. The exercise of the share allocation right attached to the said financial instruments or the execution of the said agreements.

II. - The reports must specify:

  1. The identity of the person filing the report and the person or entity that controls it within the meaning of the relevant provisions;

  2. The trade date;

  3. The trade execution venue;

  4. The number of securities traded and the trade price;

  5. The number of securities and voting rights held after the trade by the person reporting, acting alone or in concert.

The reports must be filed with the AMF by the next trading day using the form defined in an AMF Instruction. The AMF shall be entitled to ask the reporting entity for any details or further information that it deems necessary.

III. - In the case of a public offer involving settlement in the securities of the offeror, trades in the securities of both the offeror and the target company must be reported under the same conditions and according to the same procedures.

A person or entity required to report transactions relating to one or other of the companies must report its transactions in the securities of both companies.

Without prejudice to Articles L. 233-7 and following of the Commercial Code, any person or entity, with the exception of the offeror, that has increased its holding of shares on its own or in concert by 2% or more of the share capital of the target company or that has increased its holding of shares if it holds over 5% of the share capital and voting rights, since the beginning of the offer period or, as appropriate, the beginning of the pre-offer period, shall be required to report the objectives that it intends to pursue with regard to the ongoing offer to the AMF immediately.

The provisions of the first paragraph shall also apply to securities other than shares targeted by the offer. The report shall stipulate:

  1. whether the person or entity having increased its interest is acting alone or in concert;

  2. the objectives of this person or entity with regard to the offer, especially if it intends to continue making acquisitions and, if the offer has been filed, whether it intends to contribute the securities acquired to the offer.

The AMF shall be entitled to ask the reporting entity for any details or further information that it deems necessary.

The AMF shall publish the reports filed with it under the terms of Articles 231-46 and 231-47.

Exceptionally, the AMF may adapt the format of the publication of the declarations made to it pursuant to Articles 231-46 and 231-47 if the declarant proves that the publication may cause it harm, particularly in the sense that it would give rise to a market risk.

Sub-section 2 - Special provisions for investment services providers

Any investment services provider or custody account keeper involved in transmitting orders shall draw the attention of customers that cross one of the thresholds set in Articles 231-46 and 231-47 to the reporting requirements applying to them.

Without prejudice to the provisions of Article L. 621-18-4 of the Monetary and Financial Code, if the financial instruments of the offeror are not admitted for trading on a regulated market, the service providers concerned shall draw up and keep an up-to-date list of the persons that have been given access to inside information relating to the offer.

The list shall include:

  1. The name or business name of each of the persons;

  2. The reason for their appearing on the list;

  3. The date of their inclusion on the list.

I. - The service providers concerned shall report their position in the securities targeted by the offer to the AMF on a daily basis if they have increased their holding to 1% or more of the share capital of the target company, or 1% or more of the total securities other than shares targeted, since the beginning of the offer period, or the beginning of the pre-offer period, where appropriate, for as long as they hold that quantity of securities.

II. - The reports must specify:

  1. The identity of the person filing the report and the person or entity that controls it within the meaning of the relevant provisions;

  2. The number of securities held by the person reporting;

  3. The number of securities that the service provider concerned shall hold under the terms of any financial instrument or agreement that has a similar economic effect to that of owning the securities targeted by the offer.

The reports must be filed with the AMF by the next trading day using the form defined in an AMF Instruction. The AMF shall be entitled to ask the reporting entity for any details or further information that it deems necessary.

The provisions of Articles 231-46 to 231-48 shall apply to investment services providers other than the service providers concerned, unless:

  1. Their trading is in line with usual practices with regard to arbitrage or hedging of risks associated with customer transactions or market making;

  2. The positions and changes in liabilities resulting from proprietary trading do not deviate significantly from the usual pattern.

In the cases referred to in 1° and 2° above, the provisions of Article 231-51 shall apply.

The criteria set forth in this article are assumed not to be met once the investment services provider comes to hold more than 5% of the capital or voting rights of the target company.

Section 14 - Suspending the effects of restrictions on the exercise of voting rights and extraordinary powers to appoint and dismiss directors, members of the supervisory board, members of the management board, chief executive officers and deputy chief executive officers

The effects of statutory restrictions on the number of votes held by individual shareholders at general meetings, mentioned in the first paragraph of Article L. 225-125 of the Commercial Code, shall be suspended during the first general meeting following the close of the offer where the offeror, acting alone or in concert, has acquired more than two-thirds of the shares or voting rights of the target company.

Where provided for by the articles of association, the effects of statutory restrictions on the exercise of voting rights attached to the equities of the company, and the effects of clauses in agreements concluded after 21 April 2004 providing for restrictions on the exercise of voting rights attached to the equities of the company, shall be suspended during the first general meeting following the close of the offer where the offeror, acting alone or in concert, has acquired more than one-half of the shares or voting rights of the target company.

Where provided for by the articles of association, the extraordinary powers held by certain shareholders to appoint and dismiss directors, members of the Supervisory Board, members of the Management Board, Chief Executive Officers and Deputy Chief Executive Officers shall be suspended during the first general meeting following the close of the offer where the offeror, acting alone or in concert, has acquired more than one-half of the shares or voting rights of the target company.

Chapter II - Standard procedure

Section 1 - General provisions

Where the offeror, acting alone or in concert, holds less than one-half of the shares or voting rights of the target company, only the standard offer procedure shall apply.

The term of the offer is twenty-five trading days. If the draft reply document is filed after the compliance ruling is published, the period starting on the day after the dissemination of reply document and ending with the closing of the offer shall be twenty-five trading days, without exceeding thirty-five trading days from the opening of the offer.

Exceptionally, when the offeror asserts the provisions of Article 231-11, the closing date and timetable of the offer are set after the AMF has received the documents supporting the authorization by the competition authorities mentioned in the first point of Article 231-11.

In agreement with the AMF, the market operator concerned announces the conditions and deadlines for account-keeping institutions to deposit securities tendered to the offer and for delivery and settlement in securities or cash, as well as the date on which the outcome of the offer will be available.

Orders of persons wishing to tender their securities to the offer may be cancelled at any time up to and including the closing date of the offer.

In principle, the outcome of the offer is published no later than nine trading days after the closing date.

If the AMF determines that the offer has succeeded, the market operator announces the terms of settlement and delivery for the securities acquired by the offeror. If the AMF determines that the offer has not succeeded, the market operator announces the date on which the target securities will be returned to the account-keeping institutions.

If the offer is subject to an acceptance threshold or a withdrawal threshold, the AMF publishes a provisional result as soon as the market operator notifies it of the total number of securities tendered for centralisation by authorised intermediaries.

Unless it is unsuccessful, any offer made following the normal procedure shall be re-opened within ten trading days of publication of the final outcome.

The guarantee of the irrevocability of the offeror's commitments referred to in Article 231-13, shall also concern the re-opening of the offer.

The AMF shall publish the timetable for the re-opened offer, which must last ten or more trading days.

However, if the offeror proceeds directly to a squeeze-out in accordance with Articles 237-1 and seq., the initial offer need not be re-opened, on condition that a squeeze-out was mentioned in the offeror's statement of intentions and that it is filed no later than ten trading days after publication of the outcome of the offer.

Section 2 - Competing and improved offers

At any time after the opening of the offer but no later than five trading days before it closes, a competing proposed offer on the securities of the target company or one of the target companies may be filed with the AMF.

An offeror may improve upon the terms of its original offer or the most recent competing offer until no later than five trading days before the offer closes.

To be declared compliant, a competing public cash offer or an improved cash offer must be at least 2% higher than the price stated in the public cash offer or the previous improved cash offer.

In all other cases, the AMF declares compliant any competing draft offer or improved offer which, assessed in the light of Articles 231-21 and 231-22, significantly improves upon the terms offered to holders of the target securities.

However, a competing or improved offer may be declared compliant if, without modifying the terms of its previous offer, the offeror removes or lowers the acceptance threshold below which the offer will not be declared successful.

Where the AMF declares an improved offer to be compliant, it determines whether to postpone the closing date of the offer(s) and to void orders tendering securities to the earlier offer(s).

Except when the terms of its offer are raised automatically, an offeror that raises its preceding offer must prepare an additional document to supplement the offer document submitted for AMF review in accordance with Article 231-20.

This supplemental document specifies how the terms of the new offer are improved relative to those of the preceding offer, indicating the changes of the various items required by Article 231-18.

The opinion and reasons therefor of the Board of Directors or Supervisory Board or, in the case of a foreign company, the competent governing body of the target company, including the information specified in Article 231-19, are communicated to the AMF. This information is made public as specified in Article 231-37.

A competing offer is opened in accordance with the provisions of Article 231-32. Where the AMF determines the timetable for the competing offer, it aligns the closing dates of all competing bids on the furthermost date, without prejudice to the provisions of Article 231-34.

Where a competing offer is opened, all orders to tender securities to the earlier offer shall be null and void.

The offeror may withdraw its offer within five trading days of publication of the timetable for a competing offer or improved competing offer. If it does so, it must inform the AMF of its decision, which is made public.

The offeror may also withdraw an offer if it is frustrated or if the target company adopts measures that modify its substance, either during the offer or in the event that the offer is successful, or if the measures taken by the company make the offer more costly for the offeror. He can only use this option with the prior authorization of the AMF, which shall rule on the basis of the principles set forth in Article 231-3.

When a period of more than ten weeks has elapsed since the public announcement of the opening of an offer, the AMF may, with a view to expediting comparison of competing offers and with due observance of the order of their filing, set deadlines for filing each successive improved offer.

The AMF announces its decision and specifies the implementation procedures. The deadline may not be less than three trading days from the publication of the AMF's decision on each improved offer.

When a period of more than ten weeks has elapsed since the opening of an offer, the AMF may, with a view to hastening the outcome of the outstanding offers, decide to use a cut-off bid procedure.

The AMF sets a date by which each of the offerors must either inform the AMF that its offer is maintained on the same terms or file a final improved offer.

Where applicable, the AMF rules on the compliance of the improved offer(s) and sets the final offer closing date.

In such case, notwithstanding Article 232-6, no improved offer may be filed unless a new competing offer has been filed, declared compliant and opened.

Chapter III - Simplified procedure

The simplified offer procedure may be used in the following cases:

  1. an offer by a shareholder that already holds directly or indirectly, alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, one-half or more of the target company's equity and voting rights;

  2. an offer by a shareholder that, following an acquisition, holds directly or indirectly, alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, one-half or more of the target company's equity and voting rights;

  3. an offer for no more than 10% of the voting equity securities or voting rights of the target company, taking into account the voting equity securities and voting rights that the offeror already holds, directly or indirectly;

  4. an offer by a person, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, for preference shares, investment certificates or voting rights certificates;

  5. an offer by a company to buy back its own shares, pursuant to Article 225-207 of the Commercial Code;

  6. an offer by a company to buy back its own shares, pursuant to Article 225-209 of the Commercial Code;

  7. an offer by the issuing company for securities giving access to its equity;

  8. an offer by the issuing company to exchange debt securities that do not give access to capital for equity securities or securities that do give access to its capital.

The simplified public cash offer shall be carried out by purchasing securities on the terms and following the procedures stipulated at the opening of the offer.

In the case of a limited offer referred to in points 3°, 5° and 6° of Article 233-1 and in Articles 233-4 and 233-5, or in the case of simplified exchange offer, or if the circumstances and the procedures of the transaction warrant it, the offer shall be centralised by the market undertaking concerned or by the sponsor institution under the supervision of the market undertaking.

The offer period for a simplified offer may be limited to ten trading days in the case of a cash offer and to fifteen trading days in other cases, with the exception of a buyback offer pursuant to Article L. 225-207 of the Commercial Code.

In the case of a cash offer under the terms of Point 1° of Article 233-1 and subject to the provisions of Articles 231-21 and 231- 22, the price stipulated by the offeror may not, unless the AMF gives its consent, be lower than the price determined by calculating the average stock market prices, weighted by trading volume for sixty trading days prior to the publication of the notice referred to in the first paragraph of Articles 223-34 or, failing that, prior to publication of the notice of filing of the draft offer referred to in Article 231-14.

For the purposes of this calculation, the prices and volumes used shall be the ones on the regulated market where the shares of the target company are most liquid.

In the case of an offer for investment certificates or voting rights certificates, the offeror may limit itself to acquiring a quantity of voting rights certificates or investment certificates equivalent to the number of such investment certificates or voting rights certificates, respectively, that it already holds.

If the person making a simplified offer has been authorised to reserve the right to scale down the sale or exchange orders made in response to its offer, the scaling-down is done on a proportional basis, subject to any necessary adjustments.

Orders made in response to a buyback offer filed pursuant to Point 5° of Article 233-1 are scaled down in accordance with the provisions of the Commercial Code.

In such cases, the offeror may not trade in the securities concerned.

Chapter IV - Mandatory filing of a draft offer

For the purposes of this Chapter, equity securities shall mean voting securities if a company's equity capital consists partly of non-voting securities.

The fractions of capital or voting rights referred to in this Chapter are determined in accordance with the threshold calculation methods set by Articles L. 233-7 and L. 233-9 of the Commercial Code.

The agreements and instruments referred to in Points 4° and 4° bis of Section I of Article L. 233-9 of the Commercial Code are not taken into account when determining the fractions of capital or voting rights referred to in this Chapter

The financial instruments to be taken into account pursuant to point 4° of section I of Article L. 233-9 of the Commercial Code are:

  1. Bonds exchangeable for shares;

  2. Futures;

  3. Options, whether exercisable immediately or at a future date, regardless of the level of the share price relative to the exercise price of the option; where the option can be exercised only on condition that the share price reaches a level specified in the contract, it is counted as a share once that level is reached.

The agreements to be taken into account are those referred to in point 4° of section I of Article L. 233-9 of the Commercial Code; where the agreement can be exercised only on condition that the share price reaches a level specified in the contract, the shares covered by the agreement are counted once that level is reached.

Where a natural or legal person, acting alone or in concert within the meaning of Article 233-10 of the Commercial Code, comes to hold more than 30% of a company's equity securities or voting rights, such person is required, on its own initiative, to inform the AMF immediately thereof and to file a proposed offer for all the company's equity securities, as well as any securities giving access to its capital or voting rights, on terms that can be declared compliant by the AMF.

The provisions of Chapter I and, as appropriate, Chapters II or III of this Title are applicable to mandatory tender offers.

Natural or legal persons acting alone or in concert within the meaning of Article 233-10 of the Commercial Code are subject to the requirements of the first paragraph when, as a result of a merger or an asset contribution, they come to hold more than 30% of a company's capital or voting rights.

Where an offer under the terms of this chapter has become null and void pursuant to Article 231-9 I, the offeror is deprived of the voting rights attached to the shares it holds in the target company on the terms set out in Part II of Article L. 433-1-2 of the Monetary and Financial Code.

The AMF may authorise, under terms that are made public, a temporary breach of the thresholds referred to in Articles 234-2 and 234-5 if the breach results from a transaction that is not intended to gain or increase control of the company, within the meaning of Article L. 233-2 of the Commercial Code, and if it lasts no longer than six months. The person(s) concerned shall undertake not to exercise the corresponding voting rights during the period of resale of the securities.

The provisions of Article 234-2 apply to natural or legal persons, acting alone or in concert, who directly or indirectly hold between 30% and one-half of the total number of equity securities or voting rights of a company and who, within a period of less than twelve consecutive months, increase such holding by at least 1% of the company's total equity securities or voting rights.

The provisions of Article 234-2 apply to natural or legal persons, acting alone or in concert, who directly or indirectly hold between 30% and one-half of the total number of equity securities or voting rights of a company, whose offer has become null and void pursuant to Article 231-9 I and who increase this holding in the share capital or voting rights.

Persons who, alone or in concert, hold directly or indirectly between 30% and one-half of a company's capital or voting rights must keep the AMF informed of any change in such holdings. The AMF shall make these disclosures public.

When a proposed offer is filed pursuant to Articles 234-2 and 234-5, the proposed price must be at least equivalent to the highest price paid by the offeror, acting alone or in concert within the meaning of Article 233-10 of the Commercial Code, in the twelve-month period preceding the event that gave rise to the obligation to file a proposed offer.

The AMF may request or authorise a price modification if this is warranted by a manifest change in the characteristics of the target company or in the market for its securities, and notably in the following cases:

  1. if events liable to materially alter the value of the securities concerned occurred in the twelve-month period before the draft offer was filed;

  2. if the target company is in recognised financial difficulty;

  3. if the price mentioned in the first paragraph results from a transaction that includes related items involving the offeror, acting alone or in concert, and the seller of the securities acquired by the offeror over the last twelve months.

In these cases, or in the absence of transactions by the offeror, acting alone or in concert, in the securities of the target company over the twelve-month period referred to in the first paragraph, the price is determined based on generally accepted objective valuation criteria, the characteristics of the target company and the market for its securities.

The AMF may determine that there is no requirement to file a proposed offer if the thresholds referred to in Articles 234-2 and 234-5 are breached by one or more persons as a result of their having declared themselves to be acting in concert with:

  1. one or more shareholders who already held, alone or in concert, the majority of a company's equity or voting rights, provided such shareholders remain predominant;

  2. One or more shareholders that already held, alone or in concert, between 30% and one-half of a company's equity or voting rights, provided that such shareholders maintain a larger holding and that, upon the formation of this concert party, they do not exceed one of the thresholds referred to in Articles 234-2 and 234-5.

Where more than 30% of the capital or voting rights of a company whose equity securities are admitted to trading on a regulated market in a Member State of the European Union or a State party to the EEA agreement, including France, is held by another company and constitutes one of its essential assets, the AMF may determine that a proposed public offer need not be filed when a group of persons acting in concert acquires control of that other company, within the meaning of laws and regulations applicable to it, provided that one or more members of the concert party already had such control and remain predominant.

In all the above cases, as long as the balance of shareholdings within a concert party is not altered significantly relative to the situation at the time of the initial declaration, there is no need to make a public offer.

The AMF may waive the mandatory filing of a tender offer if the person(s) concerned demonstrate to it that one of the conditions listed in Article 234-9 is met.

The AMF rules after examining the circumstances in which the threshold(s) have been or will be breached, the structure of ownership of the equity and voting rights and, where applicable, the conditions on which the transaction has been or will be approved by a general meeting of the target company's shareholders.

The cases in which the AMF may grant a waiver are as follows:

1° Transmission by way of gift between natural persons, or distribution of assets by a legal person in proportion to the rights of its members.

2° Subscription to a capital increase by a company in recognised financial difficulty, subject to the approval of a general meeting of its shareholders.

3° Merger or asset contribution subject to the approval of a general meeting of shareholders.

4° Merger or asset contribution subject to the approval of a general meeting of shareholders, combined with an agreement between shareholders of the companies concerned establishing a concert party.

5° Reduction in the total number of equity securities or voting rights in the target company.

6° Holding of a majority of the company's voting rights by the applicant or by a third party, acting alone or in concert.

bis Holding of a majority of the company's share capital by the applicant or by a third party, acting alone or in concert, further to an offer made following the normal procedure referred to in Chapter II of this Title.

7° Resale or other comparable disposal of equity securities or voting rights between companies or persons belonging to the same group.

8° Without prejudice to section III of Article L. 433-3 of the Monetary and Financial Code, acquisition of control, within the meaning of applicable laws and regulations, of a company which directly or indirectly holds more than 30% of the capital or voting rights of another company whose equity securities are admitted to trading on a regulated market in a Member State of the European Union or a State party to the EEA agreement, including France, and which does not constitute an essential asset of the company over which control has been acquired.

9° Merger or contribution of a company which directly or indirectly holds more than 30% of the capital or voting rights of a company under French law whose equity securities are admitted to trading on a regulated market in a Member State of the European Union or a State party to the EEA agreement, including France, and which does not constitute an essential asset of the merged or contributed company.

10° Allocation of double voting rights between 3 April 2014 and 31 December 2018 under the conditions set out in Article 7, V of Act 2014-384 of 29 March 2014, as amended by Article 194 of Act 2015-990 of 6 August 2015.

In the case of transactions subject to the approval of the target company's shareholders, the AMF may rule on a waiver application before a general meeting is held, provided it has precise information about the intended transaction.

In the other cases mentioned in Article 234-9 and in the situations referred to in Articles 234-4 and 234-7, the AMF may make its ruling before the relevant transaction is carried out, based on the nature, circumstances and timetable of the transaction as well as the supporting documents provided by the person(s) concerned.

The AMF is to be kept informed of the course of events and, if the transaction is not carried out according to the initial terms, may declare its previous decision to be null and void.

Where it grants a waiver or determines that there is no requirement to file an offer, the AMF publishes its decision on its website and discloses any commitments made by the applicant(s).

For the application of the provisions of this chapter, the one-third threshold that applied before 1 February 2011 to holdings of capital and voting rights shall apply in place of the 30% threshold to any person, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, who on 1 January 2010 directly or indirectly held between 30% and one-third of the capital or voting rights, and shall continue to apply as long as the holding remains between these two thresholds.

The same applies to any person, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, who, after 1 January 2010, directly or indirectly held between 30% and one-third of the capital or voting rights as a result of a binding commitment entered into before 1 January 2010, and shall continue to apply as long as the holding remains between these two thresholds.

Persons acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code who on 1 February 2011 directly or indirectly held between 30% and one-third of the capital or voting rights and who are not covered by the foregoing paragraphs must reduce their holding below 30% of the capital and voting rights before 1 February 2012. If they fail to do so, they will be subject to the provisions of Articles 234-1 to 234-10.

All natural or legal persons concerned by these provisions shall report their holdings of capital and voting rights to the AMF without delay. The AMF publishes the list of persons who have made such declarations.

Chapter V - Public offers for financial instruments admitted to trading on an organised multilateral trading facility

Without prejudice to the provisions of Article 231-1 (4°), the provisions of this chapter apply exclusively to companies whose equity securities are admitted to trading on an organised multilateral trading facility within the meaning of Article 524-1.

The provisions of Articles 234-5, 234-7 (2°), 234-7, paragraph 4, and 234-11 are not applicable.

The provisions of Chapter IV, with the exception of those mentioned above, apply with a threshold of 50% instead of 30%. The provisions of Articles 236-5 and 236-6 are not applicable.

In addition to the cases referred to in Article 234-9, the AMF may also grant a waiver from the obligation to file a draft public offer in the following cases:

  1. Subscription to a reserved capital increase, subject to the approval of the general meeting of shareholders;

  2. Exercise of the share allocation right attached to securities giving access to the share capital if the reserved issue of such securities has previously been subjected to the approval of the general meeting of shareholders.

Chapter VI - Buyout offers with squeeze-out

Where the majority shareholder(s) hold, in concert within the meaning of Article L. 233-10 of the Commercial Code, 90% or more of the shares or voting rights in a company whose shares are or were admitted to trading on a regulated market in a Member State of the European Union or in a State party to the EEA Agreement, including France, any holder of voting equity securities who is not part of the majority group may apply to the AMF to require the majority shareholder(s) to file a draft buyout offer.

Once it has made the necessary verifications, the AMF rules on such application in the light of, inter alia, the state of the market for the securities concerned and the information provided by the applicant.

If the AMF declares the application to be acceptable, it notifies the majority shareholder(s), which must then file a draft buyout offer, within a time limit set by the AMF and drawn up in terms that can be deemed compliant by it.

Where the majority shareholder(s) hold, in concert within the meaning of Article L. 233-10 of the Commercial Code, 90% or more of capital or the voting rights in a company whose investment certificates and, if applicable, voting rights certificates, are or were admitted to trading on a regulated market in a Member State of the European Union or in a State party to the EEA Agreement, including France, any holder of such certificates who is not part of the majority group may apply to the AMF to require the majority shareholder(s) to file a buyout offer for those securities.

Once it has made the necessary verifications, the AMF rules on such application in the light of, inter alia, the state of the market for the securities concerned and the information provided by the applicant.

If the AMF declares the application to be acceptable, it notifies the majority shareholder(s), which must then file a draft buyout offer, within a time limit set by the AMF and drawn up in terms that can be deemed compliant by it.

The majority shareholder(s) holding, in concert within the meaning of Article L. 233-10 of the Commercial Code, 90% or more of the shares or voting rights in a company whose shares are or were admitted to trading on a regulated market in a Member State of the European Union or in a State party to the EEA Agreement, including France, may file with the AMF a draft buyout offer for the equity securities, and any other securities giving access to the capital or voting rights in the company, that they do not already hold.

The majority shareholder(s) holding, in concert within the meaning of L. 233-10 of the Commercial Code, 90% or more of the shares or voting rights in a company whose investment certificates and, if applicable, voting rights certificates are or were admitted to trading on a regulated market in a Member State of the European Union or in a State party to the EEA Agreement, including France, may file with the AMF a draft buyout offer for those securities.

Where a public limited company (société anonyme) whose equity securities are admitted to trading on a regulated market is converted to a limited partnership with shares (société en commandite par actions), the person(s) that controlled it prior to conversion, or the active partners in the limited partnership with shares, are required to file a draft buyout offer once a resolution regarding the conversion has been adopted at a general meeting of shareholders. The draft offer cannot include a minimum acceptance condition and must be drawn up in terms that can be declared compliant by the AMF.

The offeror informs the AMF whether it reserves the right, depending on the result of the offer, to request that all equity securities and securities giving access to the capital and voting rights of the company be delisted from the regulated market on which they are traded.

The natural or legal persons that control a company within the meaning of Article L. 233-3 of the Commercial Code must inform the AMF:

  1. When they intend to ask an extraordinary general meeting of shareholders to approve one or more significant amendments to the company's articles or bylaws, in particular the provisions concerning the company's legal form or disposal and transfer of equity securities or the rights pertaining thereto;

  2. When they decide in principle to proceed with the merger of that company into the company that controls it or with another company controlled by the latter; to sell or contribute all or most of the company's assets to another company; to reorient the company's business; or to suspend dividends for a period of several financial years.

The AMF evaluates the consequences of the proposed changes in the light of the rights and interests of the holders of the company's equity securities or voting rights and decides whether a buyout offer should be made.

The draft offer cannot include a minimum acceptance condition and must be drawn up in terms that can be declared compliant by the AMF.

In the case set out in point 1° of Article 233-1, the provisions relating to the offer price in Article 233-3 apply.

The public buyout offer shall be carried out by purchasing securities on the terms and following the procedures stipulated at the opening of the offer during ten or more trading days, or if the circumstances and the procedures of the transaction warrant it, the offer shall be centralised by the market undertaking concerned or by the sponsor institution under the supervision of the market undertaking.

If the public buyout offer includes a securities settled leg and a cash settled leg, with no reduction in orders, the offeror may acquire the securities targeted under the terms and conditions stipulated in the cash settled leg, by way of derogation from the provisions of Article 231-41.

Chapter VII - Squeeze-outs

Following any public offering and within three months of the close of the offer, securities not tendered by minority shareholders may be transferred to the offeror, provided that they represent not more than 10% of the shares and voting rights, in return for compensation.

Similarly, securities that give or could give access to capital may be transferred to the offeror, provided that the equity securities that could potentially be created, through conversion, subscription, exchange, redemption or any other means, from untendered securities that give or could give access to the company's capital, plus existing but untendered equity securities, do not represent more than 10% of all the equity securities that exist and that could be created.

Implementation of the squeeze-out procedure provided for in this article is subject to the following provisions.

Where a buyout offer is filed, the offeror informs the AMF whether it intends, depending on the result of the offer, to implement a squeeze-out.

I. - The AMF rules on whether the proposed squeeze-out is compliant, in accordance with Articles 231-21 and 231-22, except when the squeeze-out includes the cash settlement proposed in the last offer and one of the two following conditions is met :

  1. The squeeze-out follows a public offering subject to the provisions of Chapter II;

  2. The squeeze-out follows a public offering for which the AMF has the valuation mentioned in Part II-2 of Article L. 433-4 of the Monetary and Financial Code and the report by the independent appraiser mentioned in Article 261-1.

II. - When the AMF rules on whether the proposed squeeze-out is compliant, the offeror provides, in support of its proposed squeeze-out, the valuation mentioned in part II-2 of Article L. 433-4 of the Monetary and Financial Code The AMF also has the report of the independent appraiser mentioned in Article 261-1.

Where a squeeze-out is to be implemented, the parties concerned must draw up a draft squeeze-out document in accordance with the conditions and procedures set out in Articles 231-16 to 231-20. The squeeze-out document(s) are submitted to the AMF for approval in accordance with Articles 231-16 to 231-20. and disclosed to the public in accordance with Article 231-27.

Disclosures providing information on the legal, financial, accounting and other characteristics of the target company are filed with the AMF and made publicly available in accordance with the conditions and procedures set out in Articles 231-28 to 231-30. Content requirements for these disclosures are stipulated in an AMF instruction.

III. - Where the AMF does not rule on whether the squeeze-out is compliant, the offeror informs the AMF of its intention to implement the squeeze-out. The AMF publishes the implementation date for the squeeze-out. The offeror publishes a news release in accordance with Article 221-3 and is responsible for its distribution. Content requirements for these news releases are stipulated in an AMF instruction.

The offeror designates a custody account-keeper to take charge of centralising the compensation payments (hereinafter "the centraliser").

The offeror requesting the squeeze-out deposits the amount corresponding to the compensation for securities not tendered in the public offering in a reserved account with the centraliser.

Compensation is calculated net of all expenses

Where the AMF declares a draft squeeze-out to be compliant or where the AMF does not rule on whether the squeeze-out is compliant when the majority shareholder or group informs the AMF of its intention to proceed with a squeeze-out, the shareholder or group shall place a notice informing the public of the squeeze-out in a newspaper carrying legal notices published in the vicinity of its registered office.

The statement of compliance shall specify the date on which it becomes enforceable. The time period between the release and the enforcement of the statement cannot be less than the time period referred to in Article R. R. 621-44 of the Monetary and Financial Code.

The statement shall result in the delisting of the relevant securities from the regulated market where they are traded. The freezing of funds and crediting of compensation to holders that have not tendered their securities to the public offering takes place at the date on which the AMF's statement becomes enforceable.

Where the AMF does not rule on whether the squeeze-out is compliant, the provisions of the preceding paragraph shall apply as from implementation of the squeeze-out.

Custody account-keeping institutions transfer any securities not tendered to the last offer into the name of the offeror, who pays the corresponding compensation into a reserved account opened for this purpose in accordance with the provisions of Article 237-4.

As soon as the statement of compliance becomes enforceable, or, if the AMF does not rule on compliance, as soon as the squeeze-out is implemented, the relevant securities shall be delisted from the regulated market(s) where they were traded and, where appropriate, from the multilateral trading facilities where they were traded. At the same date, the custody account-keeping institutions transfer any securities not tendered to the buyout offer into the name of the offeror, who pays the corresponding compensation into a reserved account opened for this purpose.

Where the offeror requested a squeeze-out at the time the proposed buyout offer was filed, the funds are frozen the day after the offer closes.

At the date the funds are frozen, the custody account-keeper credits the accounts of securities holders affected by the squeeze- out with the compensation that is due them

The centraliser, acting on behalf of the offeror and throughout the entire period during which it holds the funds, places an annual notice in a newspaper of national circulation inviting former shareholders who have not been compensated to exercise their rights.

Where the centraliser has paid out all frozen funds corresponding to compensation payable to securities holders that did not respond to the public offer, it places an appropriate announcement in a newspaper of national circulation. It is then no longer required to place the annual notice mentioned above.

Unallocated funds are held by the centraliser for ten years and paid to the Caisse des Dépôts et Consignations at the end of this period. These funds are at the disposal of the legal beneficiaries, but revert to the French State after thirty years.

During the period of a public buyout offer prior to a squeeze-out, where the offeror holds at least 90% of the shares and voting rights in the target, only the investment service provider(s) designated by the offeror is(are) authorised to acquire the securities concerned on the offeror's behalf.

Persons seeking to acquire securities subject to an offer referred to in the previous paragraph must obtain them solely from the investment service provider(s) designated by the offeror.

The sole beneficiaries of the facility whereby the offeror covers brokerage commissions up to an amount set by it, including, where applicable, stock exchange tax, shall be those sellers whose securities were registered on their account prior to the opening of a simplified tender offer in which the offeror has explicitly declared its intention, if the conditions allow it after the offer, to request the implementation of a squeeze-out;

To this end, except in the case referred to in the first paragraph of Article 237-9, the market operator concerned puts in place a procedure for centralising orders placed in response to such offer.

Requests for refunds must be accompanied by documentary evidence of the sellers' rights.

Chapter VIII - Disclosure and procedure for orderly acquisition of debt securities that do not give access to equity

This chapter applies to the acquisition of debt securities that do not give access to equity and are admitted to trading on a French regulated market or an organised multilateral trading facility.

Section 1 - Disclosure of acquisitions of debt securities that do not give access to equity

Where an issuer has acquired more than 10% of the securities representing a single bond issue on or off the market in one or more transactions, it shall so notify the market within four trading days by means of a news release to be disseminated in accordance with the procedures stipulated in Article 221-4. Further acquisitions of the same bond issue are subject to the same disclosure requirement for each additional 10% of the securities acquired in one or more transactions. The 10% threshold shall be calculated on the basis of the number of securities issued, including any subsequent issues granting identical rights to the holders. The number of securities used for calculating whether a threshold has been crossed is the number of securities bought less the number of securities sold.

Issuers of debt securities that have bought back securities during the past half-year shall, within ten trading days after the close of the half-yearly or annual accounts, publish the number of securities remaining in circulation and the number of securities they hold in accordance with Article L. 213-1 A of the Monetary and Financial Code, for each of their bond issues. This information is to be posted on their website or disseminated in accordance with section II of Article 221-4.

Section 2 - Procedure for orderly acquisition of debt securities that do not give access to equity

The orderly acquisition procedure shall be defined as an initiative by the issuer, its agent or a third party to set up a centralised facility that enables the issuer to offer all holders of a single issue the option of selling or exchanging some or all of the debt securities that they hold, while ensuring equal treatment of all holders.

The procedure for orderly acquisition of debt securities shall be announced by means of a news release disseminated in accordance with the procedures stipulated in Article 221-4 and shall comply with the relevant market abuse rules defined by the market abuse directive (regulation no. 596/2014/ EU).

An AMF Instruction shall stipulate the information to be included in the news release referred to in Article 238-4 when the orderly acquisition procedure involves debt securities having been offered to the public in France, except for those mentioned in points 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or Article L. 411-2-1 of said code.

Title IV - Buyback programmes for shares and transaction reporting

Section 1 - General provisions

Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures

The provisions of this title shall apply to companies whose equity securities are listed on a regulated market or are the subject of a request for admission to a regulated market and to companies whose equity securities are traded on a multilateral trading facility or are the subject of a request for admission to a multilateral trading facility, and that carry out share buybacks in accordance with Articles L. 225-209, L. 225-209-2 and L. 225-217 of the Commercial Code.

They shall also apply to all issuers of securities equivalent to those mentioned above, issued under foreign law and either listed on a regulated market or on an organised multilateral trading facility or the subject of a request for admission to a regulated market or to a multilateral trading facility.

I. - Before the beginning of operations in a share buyback programme, issuers must publish, in accordance with the procedures set out in Article 221-3, a description of the programme in accordance with the provisions of Delegated Regulation (EU) 2016/1052 of 8 March 2016.

II. - During the term of the share buyback programme, any change to any of the information listed in the description must be made public as soon as possible in accordance with the procedures set out in Article 221-3.

The issuer shall not be required to publish the programme description if the annual financial report referred to in paragraph I of Article L. 451-1-2 of the Monetary and Financial Code, the registration document, the universal registration document or the base document includes all of the information that must appear in the programme description pursuant to Article 241-2.

In accordance with Article 221-3, the issuer shall distribute a statement explaining the way it intends to make this description available.

I.- Any issuer carrying out transactions in its own shares in the context of a buyback programme under the terms of Article 5 of the market abuse regulation (regulation no. 596/2014/EU) shall declare such transactions to the AMF electronically and according to the procedure defined in an AMF instruction. These declarations shall be disseminated fully and effectively in accordance with Article 221-3.

II.- Any issuer carrying out transactions in its own shares in the context of a buyback programme shall declare such transactions monthly to the AMF electronically and according to the procedure and format defined in an AMF instruction.

Persons holding more than 10% of the issuer's share capital, as well as the issuer's directors, must report the number of securities that they have sold to the issuer.

Section 2 - Provisions complementing accepted market practices

To benefit from the exemption provided for by Article 13 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, any issuer using an accepted market practice shall comply with the requirements set out in the AMF decision that established this accepted market practice in application of the above-mentioned Regulation.

By derogation from paragraph I of Article 241-4, any issuer carrying out transactions in its own shares in the context of a market practice accepted by the AMF shall declare such transactions to the AMF and publish them within the terms of the accepted market practice concerned and according to the procedure and format defined in an AMF instruction.

Title V - Marketing in France of financial instruments traded on a recognised foreign market or a regulated market of the European Economic Area (EEA)

Information provided to the public, regardless of the medium, with a view to trading in financial instruments on a recognised foreign market or regulated market of the European Economic Area must be accurate, precise and truthful. It must contain no false or deceptive statement that could mislead the client.

Products proposed through an act of solicitation shall be suitable to the members of the public being solicited.

If there is no adequate assurance that clients are being informed of the associated risks, the AMF may order the interested party or any other person taking part in the distribution of such products, in any way, to halt the marketing or trading thereof.

Before any transaction on a recognised foreign market in financial instruments, the market operator that runs that market shall draw up a disclosure document in the market itself and the various financial instruments that it proposes. This disclosure document, in French, must be made available to financial intermediaries by the market operator. It shall state or describe the following:

  1. the foreign market is recognised by the Minister for the Economy, under the terms of Article D. 423-1 of the Monetary and Financial Code.

  2. The various ways in which orders are placed and executed, when these have consequences for the person initiating the order.

  3. The legal nature of the products, the technical characteristics thereof and, if applicable, the evidence supporting the advertised risks and returns.

  4. The validity date of the aforementioned information.

This disclosure document must be provided by the financial intermediary to each prospective client, or transmitted to him electronically, before the placing of the client's first order to buy or sell a financial instrument admitted to trading on the recognised foreign market.

For transactions on a market in derivative financial instruments, if the client does not trade on that market in the ordinary course of business, this document must be sent by registered letter with return receipt, or via the Internet, with the financial intermediary recording the date on which the client viewed or downloaded it.

No one may receive, directly or indirectly, orders or funds from the client until seven days after the date that the disclosure document was delivered, viewed onscreen or downloaded, or before the financial intermediary has received a certification

bearing the handwritten or electronic signature of the client and stating, "I have read the disclosure document relating to {name of the recognised market}, transactions on that market, and the commitments that I will take on by virtue of my participation in such transactions." This waiting period applies only to the first order, however.

Before any transaction on a regulated market in derivative financial instruments in the European Economic Area, and in compliance with the obligations of Section 3 of Chapter I of Title 2 of Book III, the financial intermediary shall provide or transmit electronically to each client the following information:

  1. A statement that the regulated market in derivative financial instruments appears on the list of regulated markets of the European Economic Area published in the Official Journal of the European Union.

  2. The various ways in which orders are placed and executed, when these have consequences for the client.

  3. The legal nature of the products, the technical characteristics thereof and, if applicable, the evidence supporting the announced risks and returns.

If the client does not trade in the market in question in the ordinary course of business, no one may receive orders or funds from him, directly or indirectly, before the financial intermediary has received a certification bearing his signature and stating, "I have read the disclosure document relating to {name of the EEA regulated market in derivative financial instruments}, transactions on that market, and the commitments that I will take on by virtue of my participation in such transactions." This certification is needed only for the first order.

Any advertisement or message disseminated by the foreign market must include the information that it has been recognised by the Minister for the Economy, under the terms of Article D. 423-1 of the Monetary and Financial Code, or that it is on the list of regulated markets in the European Economic Area published in the Official Journal of the European Union.

All advertisements or messages disseminated by the financial intermediary with a view to trading in financial instruments on a recognised foreign market must contain the following information:

  1. Name, address, legal form of the person referred to in Article D. 423-3 of the Monetary and Financial Code, making a public offering;

  2. Name and address of that person's correspondent in France, if applicable.

  3. The identity of the foreign authority that has authorised that person to conduct a financial activity.

  4. A statement that the foreign market has been recognised by the economy minister of France pursuant to Article 1 of the aforementioned Decree.

  5. The minimum term, if any, of the recommended investments.

  6. The law that will apply in the event of a dispute, and the courts competent to hear such dispute.

  7. The availability of an arbitration procedure, if applicable.

All advertisements or messages disseminated by the financial intermediary with a view to trading on a regulated market in derivative financial instruments of the European Economic Area must mention that the market appears on the list of such markets published in the Official Journal of the European Union.

The AMF:

  1. Shall receive, for information, the disclosure document drawn up by the market operator that runs the recognised foreign market.

  2. Shall request that all recognised foreign markets keep it informed of any substantial changes in the way they operate and send it data on their activities in French territory, as specified in an AMF instruction.

  3. May require the market operator that runs a recognised foreign market to make available to the AMF all information needed to support the claims or statements appearing in the disclosure document provided for in Article 251-3 and, if need be, may request modification thereof.

  4. May require any person referred to in Article D. 423-3 of the Monetary and Financial Code to produce any elements likely to support the claims or representations made in the advertisements or messages referred to in Article 251-4, and to require their amendment, as needed.

Only Articles 251-1, 251-2, 251-4 and 251-5 apply to recognised markets in derivative financial instruments on commodities in the European Economic Area, when such market is operated by a market operator that also runs a regulated market in the derivative financial instruments appearing on the list of such markets published in the Official Journal of the European Union.

Title VI - Fairness opinions

Chapter I - Appointing an independent appraiser

I. - The target company of a takeover bid shall appoint an independent appraiser if the transaction is likely to cause conflicts of interest within its Board of Directors, Supervisory Board or competent governing body that could impair the objectivity of the reasoned opinion mentioned in Article 231-19 or jeopardise the fair treatment of shareholders or bearers of the financial instruments targeted by the bid.

The situations described below, in particular, constitute such cases:

  1. If the target company is already controlled by the offeror, within the meaning of Article L. 233-3 of the Commercial Code, before the bid is launched;

  2. If the senior managers of the target company or the persons that control it, within the meaning of Article L. 233-3 of the Commercial Code, have entered into an agreement with the offeror that could compromise their independence;

  3. If the controlling shareholder, within the meaning of Article L. 233-3 of the Commercial Code, does not tender its securities to a buyback offer launched by the company for its own securities;

  4. If the offer is related to one or more transactions that could have a significant impact on the price or exchange ratio of the proposed offer;

  5. If the offer pertains to financial instruments in multiple categories and is priced in a way that could jeopardise the fair treatment of shareholders or bearers of the financial instruments targeted by the bid;

  6. If the non-equity financial instruments mentioned in point 1° of Part II of Article L. 211-1 of the Monetary and Financial Code that give or could give direct or indirect access to the shares or voting rights of the offeror or of a company belonging to the offeror's group are provided as consideration for the takeover of the target company.

II. - The target company shall also appoint an independent appraiser before implementing a squeeze-out, subject to the provisions of Article 237-3.

III. - The independent appraiser shall be appointed, in the conditions set out in an AMF instruction, by the competent corporate body of the target company, on the proposal of an ad hoc committee composed of at least three members and comprising a majority of independent members. This committee shall conduct the follow-up of the appraiser's work and prepare a reasoned draft opinion.

I. - Where the target company is not able to set up the ad hoc committee referred to in paragraph III of Article 261-1, it shall submit to the AMF, in the conditions specified in an AMF instruction, the identity of the independent appraiser it is considering appointing.

II. - Where the AMF notes that the appraisal report contains material shortcomings, it may ask the target company to appoint a new independent expert at its own expense for the purpose of issuing a new fairness opinion in the conditions set out in Paragraph I of Article 262-1. The same applies whenever the report does not disclose a conflict of interest or when it contains material inconsistencies or gaps.

In the case provided for in the previous paragraph, the target company shall submit to the AMF, in the conditions specified in an AMF instruction, the identity of the independent appraiser it intends to appoint.

III. - In the cases referred to in paragraphs I and II of this article, the AMF may, where applicable, oppose the appointment of the independent appraiser proposed by the target company, within a period of ten trading days, when it has reasonable grounds for considering that the appraiser does not provide sufficient skills and guarantees, notably of independence, to carry out their assignment. Where the AMF requests clarifications or further information from the target company, this time period shall be suspended until such information is received.

Any issuer that carries out a reserved capital increase at a discount to the market price greater than the maximum discount authorised for capital increases without pre-emptive subscription rights and giving a shareholder, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, control over the issuer within the meaning of Article L. 233-3 of the aforementioned code, shall appoint an independent appraiser who will apply the provisions of this title.

Any issuer or offeror carrying out a takeover bid may appoint, in the conditions set out in Paragraph III of Article 261-1, an independent appraiser who will apply the provisions of this title.

I. - The independent appraiser must not be placed in a conflict of interest in relation to the parties concerned by the public offer or transaction and their advisors. An AMF instruction shall describe situations in which the independent appraiser is considered to be placed in a conflict of interest, although this shall not constitute an exhaustive list.

The independent appraiser shall not work repeatedly with the same sponsoring institution(s) or within the same group if the regular nature of such work could compromise his independence.

II. - The appraiser shall prepare a statement certifying that there are no known past, present or future ties between him and the parties concerned by the offer or transaction and their advisors that could compromise his independence or impair the objectivity of his assessment when carrying out the appraisal.

If there is the risk of a conflict of interest but the appraiser deems this unlikely to compromise his independence or impair the objectivity of his assessment, he shall mention this risk in his statement, including relevant supporting information.

Chapter II - Appraisal report

I. - The independent appraiser draws up a report on the financial terms of the offer or transaction. The content of said report is specified in an AMF instruction. In particular, the report contains the statement of independence mentioned in Paragraph II of Article 261-4, a description of the verifications performed and a valuation of the company in question. The report's conclusion takes the form of a fairness opinion.

No other type of opinion shall count as a fairness opinion.

II. - Once appointed, the appraiser must have sufficient time to prepare the report mentioned in Paragraph I, taking into account the complexity of the transaction and the quality of the information provided to them. That period of time may not be less than twenty trading days. Without prejudice to the period of time mentioned previously, in the case provided by point 3° of Paragraph I of Article 231-26, the appraiser may not submit his report before expiry of the period of fifteen trading days mentioned in that article.

If the appraiser should be given a new assignment following on from the first one, he is not required to comply with a further additional time period of twenty trading days. In his report, he shall provide justification of the time used to carry out his assignment, as extended.

III. - Where the expert considers that he has not had sufficient time to prepare their report, given the developments in his assignment or any delays in the necessary documents and information being made available for him to carry out that assignment, he submits a report without a fairness opinion and explains the reasons for that.

I. - In the cases provided for in Article 261-2, the issuer shall distribute the report by the independent appraiser at least ten trading days before the general meeting convened to authorise the transaction, or, where the meeting has exercised its powers of delegation, as soon as possible after the decision by the Board of Directors or Management Board. The report shall be distributed by:

  1. making it available free of charge at the issuer's registered office;

  2. publishing a news release in accordance with Article 221-3;

  3. publishing it on the issuer's website.

II. - An issuer that appoints an independent appraiser pursuant to Article 261-3 shall follow the procedures set forth in Part I when publishing the appraiser's report.

Chapter III - Recognition of professional associations

Section 1 - Requirements for AMF recognition

A professional association of independent appraisers may be recognised, at its request, by the AMF.

I.- The professional association shall draw up a code of conduct setting out the basic principles with which its members must comply.

Members of the association may adapt these principles to reflect their size and organisation. II. - The code of conduct shall set out, inter alia:

  1. the principles governing the independence of appraisers;

  2. the expertise and resources that appraisers must have;

  3. the rules of confidentiality to which they are subject;

  4. procedures for taking on and carrying out appraisals and quality controls to verify work done by association members.

III. The code of conduct shall detail the disciplinary action applicable in the event of breaches.

IV. - The code of conduct may be consulted at any time at the association's registered office by any person who so requests. The code shall also be published on the association's website provided the association has such a site.

The association must have the staff and technical resources needed to carry out its mission on an ongoing basis.

The technical resources shall include, inter alia, a data storage facility for the retention of documents, in particular reports by independent appraisers belonging to the association, for at least five years.

Section 2 - Recognition procedure

Recognition of a professional association shall be subject to prior filing of an application with the AMF containing:

  1. the articles (statuts) of the association;

  2. a curriculum vitae and an extract from the judicial record (casier judiciaire) for each of the association's legal representatives;

  3. a three-year projected budget for the association;

  4. a draft code of conduct;

  5. a description of the human and technical resources that will enable the association to meet its obligations under this chapter.

In deciding whether to recognise an association, the AMF shall review the application mentioned in Article 263-4 to assess whether the association, based on its filing, fulfils the conditions set forth in Articles 263-2 and 263-3. The AMF may ask the association to provide any further information it considers necessary to reach its decision.

Section 3 - Reporting to the AMF

The association shall inform the AMF promptly of any changes in key items in the initial application for recognition, notably concerning its senior management, organisation or supervision.

The association shall inform the AMF promptly of disciplinary action taken against any of its members and shall make available to the AMF the minutes of meetings by the management bodies and general meetings of shareholders.

I. - The AMF may revoke its recognition of an association if said association no longer meets the conditions of its initial recognition.

When the AMF is considering revocation, it shall so inform the association and shall tell it the reasons therefor. The association shall have one month from receipt of such notification to submit any observations it may have.

II. - When the AMF decides to revoke its recognition, the association shall be notified of this by registered letter with return receipt. The AMF shall inform the public of the revocation by means of a news release posted on its website.

The decision shall specify the timetable and method for implementing the revocation. The association must inform its members that its authorisation has been revoked.

Book III - Service providers

Title I - Investment services providers

In this Book III, “financial instrument” means financial instruments as defined by Article L. 211-1 of the Monetary and Financial Code and the units referred to in Article L. 229-7 of the Environmental Code.

Unless otherwise provided, the present Title is applicable:

I.- To investment services providers.

For the purposes of this Title, the term "investment service provider" shall designate investment services providers other than asset management companies.

II. - To the branches of a person that is authorised in a country that is party to the Agreement on the European Economic Area other than France to provide the investment services referred to in Article L. 532-18-1 of the Monetary and Financial Code, in accordance with sub-paragraph 2 of Article L. 532-18-1 and Article L. 532-18-2 of the said Code;

III. - To the branches of companies of third countries that are authorised to provide the investment services referred to in Article L. 532-48 of the Monetary and Financial Code, or to the branches of credit institutions referred to in I of Article L. 511-10 of said Code when they provide investment services, in accordance with II of Article L. 532-50;

IV. - To the relevant persons defined in paragraph 1 of Article 2 of Commission Delegated Regulation (EU) No. 2017/565 of 25 April 2016 for the provisions of Chapters II, III, IV and V of the present Title. For the above-mentioned persons, these constitute a professional obligation.

The provisions of Chapters IV and V of this Title shall apply under the same conditions to the relevant persons referred to in IV within the branches referred to II and III above.

Chapter I - Procedures for authorisation and programme of operations

Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive

Commission Delegated Regulation (EU) 2017/592 of 1 December 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the criteria to establish when an activity is considered to be ancillary to the main business

Commission Delegated Regulation (EU) 2017/1018 of 29 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards specifying information to be notified by investment firms, market operators and credit institutions

Commission Delegated Regulation (EU) 2017/1943 of 14 July 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards on information and requirements for the authorisation of investment firms

Commission Delegated Regulation (EU) 2017/1946 of 11 July 2017 supplementing Directives 2004/39/EC and 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for an exhaustive list of information to be included by proposed acquirers in the notification of a proposed acquisition of a qualifying holding in an investment firm

Commission Implementing Regulation (EU) 2017/1945 of 19 June 2017 laying down implementing technical standards with regard to notifications by and to applicant and authorised investment firms according to Directive 2014/65/EU of the European Parliament and of the Council

Section single - Approval of the programme of operations

I. – When the applicant plans to provide an investment service or an activity referred to in Article R. 532-2 of the Monetary and Financial Code, its programme of operations shall be presented in accordance with Article R. 532-1 of said Code.

II.- When an investment services provider plans to modify its authorisation relating to an investment service or activity referred to in Article R. 532-2 of the Monetary and Financial Code in accordance with Article L. 532-3-1 of said Code, the AMF will notify its decision regarding the programme of operations within the time period indicated in II of Article R. 532-6 of this same Code.

III. – As part of the procedure for authorisation of the branches of investment companies of third countries referred to in III of Article 311-1 by the French Prudential Supervision and Resolution Authority (Autorité de contrôle prudentiel et de résolution), set out in Article L. 532-48 of the Monetary and Financial Code, and prior to the granting of this authorisation, the AMF will notify its decision regarding the programme of operations of the applicant in accordance with Article R. 532-4 of said Code.

If the AMF finds that an investment services provider no longer meets the conditions for the approval of its programme of operations, it shall so inform the Prudential Supervision and Resolution Authority.

Chapter II - Organisational rules

Règlement (UE) 2017/565 de la Commission du 25 avril 2016 complétant la Directive MIF 2 en ce qui concerne les exigences organisationnelles et les conditions d'exercice applicables aux entreprises d'investissement et la définition de certains termes aux fins de ladite directive ;

Règlement délégué (UE) 2017/578 de la Commission du 13 juin 2016 complétant la Directive MIF 2 par des normes techniques de réglementation précisant les exigences relatives aux accords et aux systèmes de tenue de marché ;

Règlement délégué (UE) 2017/589 de la Commission du 19 juillet 2016 complétant la Directive MIF 2 par des normes techniques de réglementation précisant les exigences organisationnelles applicables aux entreprises d'investissement recourant au trading algorithmique.

Section 1 - Compliance system

To ensure compliance with all of the professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code, the investment services provider shall implement the compliance policy and the procedures relative to the responsibilities of the management body laid down in Articles 22 and 25 of Commission Delegated Regulation 2017/565 of 25 April 2016.

The compliance officer referred to in Paragraph 3 of Article 22 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 shall hold a professional license issued under the conditions defined in Section 4 of this Chapter.

Senior management shall apprise the investment services provider's board of directors, its supervisory board or, failing that, its body responsible for supervision, if such a body exists, of the appointment of the compliance officer.

Section 2 - Verification of the knowledge of specified persons

I.- The investment services provider shall ensure that natural persons acting on its behalf have the minimum qualification as well as a sufficient level of knowledge.

II. - It verifies that the persons carrying out one of the following functions can prove they have the minimum level of knowledge set forth in Point 1° of II of Article 312-5:

a) asset manager, within the meaning of Article 312-4;

b) head of financial instrument clearing, within the meaning of Article 312-4;

c) head of post trade services, within the meaning of Article 312-4;

d) persons referred to in Article 312-21.

III. - The investment services provider shall not carry out the verification provided for in II with regard to persons employed as at 1 July 2010. Persons having passed one of the examinations referred to in Point 3° of II of Article 312-5 shall be deemed to have the minimum knowledge required to perform their duties.

IV. - To conduct the verification referred to in II, the investment services provider has six months from the date on which the employee starts to perform one of the above functions. However, where the employee has been taken on under a work/study contract, as provided in Articles L. 6222-1 and L. 6325-1 of the labour code, the investment services provider may not conduct such verification. If it decides to hire the employee when his or her training period finishes, the investment services provider shall ensure that he or she has the minimum qualification as well as a sufficient level of knowledge as referred to in I, at the latest by the end of the contract training period.

The investment services provider shall ensure that any employee whose minimum knowledge has not yet been verified is appropriately supervised.

  1. An asset manager is any person authorised to take investment decisions in connection with an individual investment mandate;

  2. A head of financial instrument clearing is a natural person representing the clearing member before the clearing house with respect to transaction registration, risk organisation and supervision, and the related financial instrument clearing functions;

  3. A head of post-trade services is a person who assumes direct responsibility for custody account keeping, settlement, depositary functions, securities administration or securities services for issuers.

I. - The AMF has formed a Financial Skills Certification Board.

  1. the Financial Skills Certification Board issues opinions at the request of the AMF concerning certification of the professional knowledge of natural persons acting under the authority or on behalf of an investment services provider and performing one of the functions referred to in Articles 312-3 (II), 314-9 and 314-10 ;

  2. when rendering opinions, the Financial Skills Certification Board considers the possibility of establishing equivalencies with similar schemes abroad.

II. - Further to an opinion of the Financial Skills Certification Board, the AMF:

  1. Determines the content of the minimum knowledge to be acquired by natural persons acting under the authority or on behalf of an investment services provider and performing one of the functions referred to in Articles 312-3 (II), 314-9 and 314-10. It shall publish that content:

  2. sees to it that the minimum knowledge content is updated;

  3. determines and verifies the arrangements for the examinations that validate acquisition of the minimum knowledge;

  4. certifies examinations for a two-year period within four months of the filing of applications. This deadline shall be extended as necessary until requests for further information are met. This certification can be renewed for a three-year period.

  5. the AMF shall charge an application fee when applications for certification are filed.

III. The Financial Skills Certification Board has at least seven members:

  1. one person appointed from among its own members by the AMF Board;

  2. at least four members named by the AMF on the basis of their professional skills, after consulting with the main professional associations representing investment services providers;

  3. two independent persons named by the AMF and skilled in the fields of education or vocational training in finance.

The member of the AMF Board chairs the Financial Skills Certification Board. However, in the event of a temporary absence of the chairperson lasting no more than six months, the Financial Skills Certification Board shall choose another of its members to chair its meetings. In the event of an absence of more than six months or if the chairperson is permanently unable to fulfil their duties, the Board shall appoint another of its members as its chairperson, for the remainder of the chairperson's term of office.

The members of the Financial Skills Certification Board are appointed for a renewable three-year term. The chairperson of the Financial Skills Certification Board will continue in office until the end of their term, regardless, if the case arises, of the expiry in the meantime of their term as a member of the Board. The AMF publishes a list of members.

IV. - The Financial Skills Certification Board shall draw up bylaws and present them to the AMF Board.

V. - Members of the Financial Skills Certification Board receive no remuneration for their duties. The chair of the Financial Skills Certification Board shall be compensated in accordance with the conditions set out in the AMF's internal rules.

Section 3 - Safeguarding client assets

The investment services provider shall comply with the following obligations to safeguard its clients' rights in relation to the financial instruments belonging to them:

  1. It must keep such records and accounts as are necessary to enable them at any time and immediately to distinguish assets held for one client from assets held for other clients, and from its own financial instruments.

  2. It must maintain its records and accounts in a way that ensures their accuracy, and in particular, their correspondence to the financial instruments held by clients, and that enables them to be used as an audit trail;

  3. It must conduct periodic reconciliations between its internal accounts and records and those of the third parties with whom the clients' financial instruments are held.

  4. It must take the necessary steps to ensure that any client financial instruments deposited with a third party can be identified separately from the financial instruments belonging to the third party and from the financial instruments belonging to the investment services provider by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection;

    If the law applicable in the territory in which the third party holds the financial instruments prevents that party from complying with the previous subparagraph, the third party shall inform affected clients that they are not covered by this protection.

  5. It must introduce adequate organisational arrangements to minimise the risk of loss or diminution of clients' assets or of rights in connection with those financial instruments resulting from misuse of the financial instruments, fraud, poor administration, incorrect record-keeping or negligence.

The investment services provider shall ensure that the statutory auditor makes a report at least every year to the AMF on the adequacy of the arrangements made by the service provider, pursuant to points of Article II 7° and 9° L. 533-10 of the Monetary and Financial Code and this sub-section.

The investment services provider using a third party to hold its clients' financial instruments shall exercise all due skill, care and diligence in the selection, appointment and periodic review of the third party and of the arrangements made by said party for the holding of those financial instruments.

The investment services provider shall take into account the expertise and market reputation of the third party, as well as any legal or regulatory requirements or market practices related to the holding of those financial instruments that could adversely affect clients' rights.

If the investment services provider propose to use a third party to hold its clients' financial instruments then this investment services provider shall choose a third party that is located in a country that has specific regulations and supervision regarding the holding of financial instruments on behalf of a client, and shall select that third party from among those subject to the specific regulations and supervision and do so in accordance with the provisions of Article 312-8.

The investment services provider may not use a third party to hold its clients' financial instruments if that third party is located in a State that is not party to the European Economic Area agreement and that does not regulate the holding of financial instruments on behalf of another person, unless one of the following conditions is met:

  1. The nature of the financial instruments or of the investment services connected with those instruments requires them to be deposited with a third party in the State that is not party to the European Economic Area agreement.

  2. If the financial instruments are held on behalf of a professional client, that client makes a written request to the investment services provider to have them held with a third party in the State that is not party to the European Economic Area agreement.

The requirements set forth in Articles 312-9 and 312-10 shall also apply if the third party uses another third party to perform one of its functions in the areas of holding or custody of financial instruments.

I.- The investment services provider may not enter into securities financing transactions in respect of financial instruments held by it on behalf of a client or otherwise use such financial instruments for its own account, for the account of another person or for the account of one of its other clients, unless the client has given his prior express consent for the use of the instruments on specified terms, as evidenced by his signature or an equivalent alternative mechanism.

The use of that client's financial instruments must be restricted to the specified terms to which the client has consented.

II. - The investment services provider may not enter into securities financing transactions in respect of financial instruments held by it on behalf of a client in an omnibus account maintained by a third party, or otherwise use financial instruments held in such an account for its own account or for the account of another person unless at least one of the following conditions is met:

  1. Each client whose financial instruments are held on an omnibus account must have given consent in accordance with I.

  2. The investment services provider must have systems and controls to ensure that only financial instruments belonging to clients who have given prior consent in accordance with I are so used.

The investment services provider' records shall include data on the client on whose instructions the financial instruments have been used and on the number of financial instruments used belonging to each client who has given his consent, so as to enable the correct allocation of any loss of financial instruments.

III. – A “securities financing transaction” means a transaction as defined by Article 3 (11) of Regulation (EU) 2015/2365 of 25 November 2005 on transparency of securities financing transactions and of reuse.

Security interests, liens or rights of set-off over client financial instruments enabling a third party to dispose of client's financial instruments in order to recover debts that do not relate to the client or provision of services to the client are not permitted except where this is required by applicable law in a third country jurisdiction in which the client financial instruments are held.

If the investment services provider is obliged to create such security interests, liens or rights of set-off, it must disclose that information to its clients indicating to them the risks associated with those arrangements.

Where security interests, liens or rights of set-off are established by the service provider in respect of client financial instruments, or where the service provider has been informed that they are established, they shall be recorded in client contracts and the service provider's own accounts to ensure that these financial instruments are clearly identified as belonging to the client, particularly in the event of an insolvency.

I.- The investment services provider shall make information pertaining to clients' financial instruments readily available to the following persons or entities:

  1. the AMF;

  2. the mandataire judiciaire, administrateur judiciaire, liquidateur and commissaire à l'exécution du plan referred to in Annex B of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings;

  3. the Resolution College of the Autorité de contrôle prudentiel et de résolution.

II.- The information to be made available shall include:

  1. related internal accounts and records that readily identify the balances of financial instruments held for each client;

  2. the place where financial instruments are held by the service provider as well as details on the accounts opened with third parties and on agreements entered into with such entities;

  3. details of any outsourced tasks relating to the holding of financial instruments and details of third parties carrying out such tasks;

  4. key individuals of the service provider involved in related processes, including those responsible for oversight of the service provider's requirements in relation to the safeguarding of client financial instruments; and

  5. agreements making it possible to establish client ownership over financial instruments.

The investment services provider shall take appropriate measures to prevent the unauthorised use of client financial instruments for its own account or the account of any other person, such as:

  1. the conclusion of agreements with clients on measures to be taken by the investment services provider in case the client does not have provision on its account at the settlement date, such as the borrowing of the corresponding financial instruments on behalf of the client or unwinding the position;

  2. the close monitoring by the service provider of its projected ability to deliver on the settlement date and the putting in place of remedial measures if this cannot be done; and

  3. the close monitoring and prompt requesting of undelivered financial instruments outstanding on the settlement day.

Where the investment services provider has taken part in a securities financing transaction, it shall adopt specific arrangements for every client to ensure that, in the event that a client loans financial securities, the borrower provides appropriate collateral. The service provider shall monitor the continued appropriateness of such collateral and take the necessary steps to maintain the balance with the value of client financial instruments.

The investment services provider shall not enter into arrangements which are prohibited under Article L. 533-10 (II) (9) of the Monetary and Financial Code.

I.- The investment services provider should consider the appropriateness of title transfer collateral arrangements used with professional clients and eligible counterparties with regard to the relationship between the client's obligations to the provider and the client financial instruments and funds subject to the abovementioned arrangements.

At the request of the AMF, the service provider must be able to demonstrate, by any means, that it has undertaken these steps.

II.- When considering the appropriateness of using title transfer collateral arrangements pursuant to I, the investment services provider shall take into account all of the following factors:

  1. there is a sufficiently strong present or future connection between the client's obligations towards the service provider and the use of title transfer collateral arrangements;

  2. the amount of financial instruments and funds subject to the title transfer collateral arrangement does not substantially exceed the client's obligations, or is not unlimited, and whether the client has an obligation of any kind towards the service provider; and

  3. if all client financial instruments and funds are subject to title transfer collateral arrangements, irrespective of the respective obligations of each client towards the service provider.

III.- When using title transfer collateral arrangements pursuant to I, the investment services provider should warn professional clients and eligible counterparties about the risks incurred and about the effects of title transfer collateral arrangements on the client's financial instruments and funds.

The investment services provider should appoint a single officer who shall possess the requisite skills and authority and be placed specifically in charge of issues relating to the service provider's compliance with its obligations in terms of safeguarding client financial instruments and funds.

The investment services provider may decide, while taking care to ensure compliance with this sub-section, whether the single officer shall be devoted solely to this assignment or whether the officer can discharge these duties effectively while also carrying out other duties.

Section 4 - Professional licences
Sub-section 1 - General provisions

The following relevant persons must hold a professional license issued by the AMF or the investment services provider under the terms of Articles 312-29 and 312-36:

  1. Traders of financial instruments;

  2. Clearers of financial instruments;

  3. Compliance officers for investment services;

  4. Investment analysts.

1° Traders of financial instruments are natural persons empowered to commit the person under whose responsibility or on whose behalf they are acting in transactions in financial instruments for its own account or for a third party.

2° Clearers of financial instruments are natural persons empowered to commit a clearing-house member vis-à-vis the clearing house.

3° Compliance officers for investment services are the persons referred to in Article 312-2.

4° Investment analysts are the relevant persons defined in Paragraph 2 of Article 2 of Regulation (EU) 2017/565 of 25 April 2016.

A natural person may perform one of the functions referred to in Article 312-20 on a trial basis or temporarily, without holding the required professional licence, for a maximum period of six months that can be renewed once.

Use of this exception by an investment services provider for traders, clearers and investment analysts shall require the prior consent of the compliance officer for investment services.

The function of compliance officer for investment services may only be performed on a trial basis or temporarily with the prior consent of the AMF.

Issuance of a professional license shall require the applicant to compile an request for authorisation, which shall be submitted to the investment services provider issuing the license or to the AMF.

The request for authorisation shall include the items stipulated in an AMF instruction.

The request for authorisation shall be retained by the investment services provider that issues the licence or by the AMF for ten years after the licensee has ceased to perform the functions that gave rise to the issuance of the professional licence.

Where a person provisionally ceases to perform the activity that required a professional licence, such interruption shall not result in withdrawal of the licence.

The person shall be deemed to have permanently ceased engaging in the activity that gave rise to the issuance of the license when the interruption lasts longer than one year, unless the AMF grants an exception.

When a person definitively ceases to perform the function for which a professional licence was issued, the licence shall be withdrawn. The license shall be withdrawn by the investment services provider that issued it or by the AMF, as the case may be.

If a professional license has been issued by the AMF, the investment services provider on whose behalf the license-holder is acting shall notify the AMF immediately upon the definitive cessation of activity referred to in the preceding paragraph.

Whenever an investment services provider takes disciplinary measures against a person holding a professional licence because of a breach of the professional obligations, it shall so notify the AMF within one month.

The AMF shall keep a register of professional licences.

For this purpose, the person issuing or revoking the professional license referred to in 1°, 2°, 3° and 4° of Article 312 20 shall notify the AMF of the identities of the persons whose licenses are issued or revoked within one month.

The AMF shall be notified of the appointments of the compliance officers referred to in 3° of Article 312-20.

The information in the register of professional licences shall be retained for ten years after licences have been revoked.

Sub-section 2 - Professional licences issued by the AMF

The AMF shall issue the professional licenses of the persons performing the functions of compliance officers for investment services. For this purpose, the AMF shall organise a professional examination under the terms referred to in Articles 312-33 to 312-35.

However, where investment services providers appoint one of their senior managers to the function of compliance officer, that person shall hold the relevant professional license. He shall not be required to pass the examination provided for in the first paragraph.

Before issuing the professional license, the AMF shall verify:

  1. that the relevant natural person is fit and proper, that he is familiar with the professional requirements and capable of performing the functions of a compliance officer for investment services.

  2. that pursuant to II of Article 312-3, the investment services provider has conducted an internal verification or an examination as stipulated in 3° of II of Article 312-5 to ensure that the relevant person has the minimum knowledge mentioned in 1° of II of Article 312-5.

  3. that the investment services provider complies with the provisions of Paragraph 3 of Article 22 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

The AMF may waive the examination requirement for a person who has performed comparable functions with another investment services provider with equivalent business activities and organisational structures, provided that person has already passed the examination and the investment services provider planning to appoint him has already presented a candidate who passed the examination.

If an investment services provider requires professional licenses for several compliance officers for investment services, the AMF shall ensure that the number of license holders is proportionate to the nature and the risks of the investment services provider's business activities, scale and organisational structure.

Investment services providers shall provide precise written definitions of the attributions of each professional license holder.

The examination shall consist of interviews of professional license applicants by a jury. The applicants shall be presented by the investment services providers on whose behalf they are to perform their functions.

The AMF shall hold the examinations at least twice a year. It shall decide who sits on the jury, set the examination dates and determine the amount of examination fees. This information shall be made known to investment services providers.

The AMF shall collect the examination fees from the investment services providers presenting applicants.

The members of the jury referred to in the first paragraph of Article 312-33 shall be:

  1. An active compliance officer, chair;

  2. The head of an operational function with an investment services provider;

  3. A member of the AMF's staff.

If an applicant feels that a member of the jury has a conflict of interest with regard to him, he may ask the AMF to be examined by another jury.

If it deems that the conditions referred to in Article 312-30 have been met, the jury shall propose that the AMF issue a professional license.

However, if the jury deems that the applicant has the necessary qualities to perform the function of compliance officer for investment services but that the investment services provider does not grant him proper independence or does not provide him with adequate resources, the jury may propose that the issuance of a professional license be subject to the condition that the investment services provider remedies the situation and notifies the AMF of the measures taken for this purpose.

If outsourcing of the function of compliance officer for investment services is planned, the jury may be asked for its opinion.

Sub-section 3 - Professional licenses issued by investment services providers

Professional licences referred to in 1°, 2° and 4° of Article 312-20 shall be issued by the investment services providers under whose authority or on whose behalf the professional license holders are acting.

Before any of the professional licences referred to in Article 312-36 are issued, the compliance officer for investment services shall ensure that the applicant is fit and proper, that it has met the procedural requirements established by the investment services provider to ascertain that applicants are cognisant of their professional obligations, and that it meets the conditions set forth in Article 312-3.

The compliance officer may obtain from AMF, upon request made by registered or hand-delivered letter with acknowledgment of receipt, a record of any disciplinary actions that the AMF has taken against the applicant during the previous five years.

Investment services providers shall notify the AMF of the issuance of the professional licenses referred to in 1°, 2°, 3° and 4° of Article 312-20 within one month.

The AMF may ask the investment services provider to forward a copy of the license application.

Any person to whom a professional licence is issued shall be personally informed of that fact.

Section 5 - Record keeping

If the investment services provider's authorisation is revoked, the AMF may require said provider to retain all the relevant records for the five-year period stipulated in Article L. 533-10 (III) of the Monetary and Financial Code.

The AMF may, in exceptional circumstances, require investment services providers to retain any or all those records for the seven year period stipulated in Article L. 533-10 (III) of the Monetary and Financial Code, to the extent justified by the nature of the instrument or transaction, if that is necessary to enable it to exercise its supervisory functions.

The purpose of recording telephone conversations shall be to facilitate monitoring to ensure that transactions are lawful and that they comply with clients' instructions.

The compliance officer may listen to the recordings of telephone conversations made pursuant to Article 76 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016. If the compliance officer does not himself listen to the recording, it may not be listened to without his agreement or the agreement of a person designated by him.

Investment services providers shall retain information about the monitoring and assessments referred to in Point a) of Paragraph 2 of Article 76 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 in accordance with the requirements referred to in Article 76 of the same Regulation.

Section 6 - Annual data sheet

Within four-and-a-half months of the end of the financial year, the investment services provider providing portfolio management services for third parties shall send the AMF the information specified on the annual data sheet.

Section 7 - Third-party risk management

The provisions of this section shall apply to investment service providers who provide the investment service mentioned in 4 of Article L. 321-1 of the Monetary and Financial Code.

The following terms shall have the following meanings for the purposes of this Section:

  • “counterparty risk” means the risk of loss for the individual portfolio resulting from the fact that the counterparty to the transaction or to a contract may default on its obligations prior to the final settlement of the transaction's cash flow;

  • “liquidity risk” means the risk that a position in the portfolio cannot be sold, liquidated or closed out at limited cost in an adequately short time frame and that the ability of the investment service provider to liquidate positions in an individual portfolio in accordance with the contractual requirements of the portfolio management mandate, is thereby compromised;

  • “market risk” means the risk of loss for the individual portfolio resulting from a fluctuation in the market value of positions in the portfolio attributable to changes in market variables, such as interest rates, foreign exchange rates, equity and commodity prices, or an issuer's creditworthiness;

  • “operational risk” means the risk of loss for the individual portfolio resulting from inadequate internal processes and failures in relation to people and systems of the investment service provider or from external events, and includes legal and documentation risk and risk resulting from the trading, settlement and valuation procedures operated on behalf of the individual portfolio;

  • “board of directors” means the board of directors, executive board or any equivalent body of the investment service provider.

Sub-section 1 - Risk management policy and risk measurement

I - The investment service provider shall establish and maintain a permanent risk management function.

II.- The permanent risk management function shall be hierarchically and functionally independent from operating units.

However, the investment service provider may derogate from this obligation where the derogation is appropriate and proportionate in view of the nature, scale, diversity and complexity of its business and of the individual portfolios it manages.

The investment service provider shall be able to demonstrate that appropriate safeguards against conflicts of interest have been adopted so as to allow an independent performance of risk management activities, and that its risk management process satisfies the requirements of Article L. 533-10-1 of the Monetary and Financial Code.

III.-The permanent risk management function shall:

a) Implement the risk management policy and procedures;

b) Ensure compliance with the system for limiting the risks of individual portfolios;

c) Provide advice to the board of directors as regards the identification of the risk profile of each individual portfolio managed;

d) Provide regular reports to the board of directors and, where it exists, the supervisory function, on:

  • the consistency between the current levels of risk incurred by each individual portfolio managed and the risk profile agreed for that portfolio;

  • the compliance of each individual portfolio managed with relevant risk limiting systems;

  • the adequacy and effectiveness of the risk management process, indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies;

e) Provide regular reports to the senior management outlining the current level of risk incurred by each individual portfolio managed and any actual or foreseeable breaches of their limits, so as to ensure that prompt and appropriate action can be taken.

Where appropriate in view of the nature, scale and complexity of its business and of the individual portfolios it manages, the investment service provider may apply the obligations of c, d and e for each type or profile of individual portfolio managed.

IV.-The permanent risk management function shall have the necessary authority and access to all relevant information necessary to fulfil the tasks set out in III.

I.- The investment service provider shall establish, implement and maintain an adequate and documented risk management policy which identifies the risks to which the individual portfolios it manages are or might be exposed to.

II.- The risk management policy shall comprise such procedures as are necessary to enable the investment service provider to assess, for each individual portfolio it manages, the exposure of said portfolio to market, liquidity and counterparty risks, and the exposure of the individual portfolios to any other risks, including operational risks, which may be material for the individual portfolios it manages.

III.- The risk management policy shall address at least the following:

a) The techniques, tools and arrangements that enable them to comply with the obligations set out in Article 312-48;

b) The allocation of responsibilities within the investment service provider pertaining to risk management.

IV.- The investment service provider shall ensure that the risk management policy referred to in I states the terms, contents and frequency of reporting of the risk management function referred to in Article 312-45 to the board of directors and to senior management and, where appropriate, to the supervisory function.

V.- For the purposes of this article, investment service providers shall take into account the nature, scale and complexity of their business and the individual portfolios they manage.

The investment service provider shall assess, monitor and periodically review:

a) The adequacy and effectiveness of the risk management policy and procedures, and of the arrangements, processes and techniques referred to in Article 312-48;

b) The level of compliance by the investment service provider and the relevant persons referred to in Article 2 of Delegated Regulation 2017/565 of the Commission of 25 April 2016 with the risk management policy and with the arrangements, processes and techniques referred to in Article 312-48;

c) The adequacy and effectiveness of measures taken to address any deficiencies in the performance of the risk management process or shortcomings in these arrangements and procedures, including any failure by the relevant persons to comply with the requirements of these arrangements or procedures.

Sub-section 2 - Risk management processes, counterparty risk exposure and issuer concentration

I.- Investment service providers shall adopt adequate and effective arrangements, processes and techniques to measure and manage at any time the risks which the individual portfolios they manage are or might be exposed to.

Those arrangements, processes and techniques shall be proportionate to the nature, scale and complexity of the business of the investment service providers and of the individual portfolios they manage, and be consistent with the risk profile of the individual portfolios managed.

II.- For the purposes of I, investment service providers shall take the following actions for each individual portfolio they manage:

a) put in place such risk measurement arrangements, processes and techniques as are necessary to ensure that the risks of taken positions and their contribution to the overall risk profile are accurately measured on the basis of sound and reliable data and that the risk measurement arrangements, processes and techniques are adequately documented;

b) conduct, where appropriate, periodic back-tests in order to review the validity of risk measurement arrangements which include model-based forecasts and estimates;

c) conduct, where appropriate, periodic stress tests and scenario analyses to address risks arising from potential changes in market conditions that might adversely impact the individual portfolios they manage;

d) establish, implement and maintain a documented system of internal limits concerning the measures used to manage and control the relevant risks for each individual portfolio taking into account all risks which may be material to the individual portfolio as referred to in Article 312-44 and ensuring consistency with the risk profile of the individual portfolios;

e) ensure that the current level of risk complies with the risk limiting system as set out in d) for each individual portfolio;

f) establish, implement and maintain adequate procedures that, in the event of actual or anticipated breaches of the risk limiting system for the individual portfolio, result in timely remedial actions in the best interests of its clients.

III.-Investment service providers shall use an appropriate liquidity risk management process for each individual portfolio they manage.

This procedure shall, in particular, ensure that the investment service provider's ability to liquidate positions in an individual portfolio in accordance with the contractual requirements of the portfolio management mandate.

Chapter III - Financial instrument governance requirements

In this Chapter, any person or entity referred to in Article L. 533-24 of the Monetary and Financial Code that designs or manufactures a financial instrument, which encompasses the creation, development, issuance and design of financial instruments, shall be, as the case may be:

I.- A person or entity referred to in Article 311-1 (I to III).

II.- A person or entity authorised to provide one or several investment services in a State party to the European Economic Area agreement other than France, equivalent to that referred to in I.

III.- A person other than those referred to in I or II above.

Unless otherwise specified, in this Chapter, “manufacturer” means the persons and entities referred to in I.

The provisions of section 2 of this Chapter are applicable to the distributors referred to in Article L. 533-24-1 of the Monetary and Financial Code and Article 311-1 (I to III).

Section 1 - Financial instrument governance obligations for manufacturers

The manufacturer shall comply with the provisions of this section when it manufactures financial instruments.

It shall comply, in a way that is appropriate and proportionate, with the provisions of Articles 313-4 to 313-17, taking into account the nature of the financial instrument, the investment service and the target market for the financial instrument.

The manufacturer shall establish, implement and maintain procedures and measures to ensure the manufacturing of financial instruments complies with the provisions on proper management of conflicts of interest, including remuneration.

In particular, the manufacturer shall ensure that the manufacturing of the financial instrument, including its features, does not adversely affect end clients or does not lead to problems with market integrity by enabling it to mitigate or transfer its own risks or exposure to any underlying assets of the financial instrument that it already holds on own account.

The manufacturer must analyse potential conflicts of interest each time a financial instrument is manufactured.

In particular, it shall assess whether the financial instrument creates a situation where end clients may be adversely affected if they take, by investing in, buying, selling or establishing such an instrument:

  1. an exposure opposite to the one held by the manufacturer before investing in, purchasing or establishing the financial instrument; or

  2. an exposure opposite to the one that the manufacturer wants to hold after investing in, selling or establishing the financial instrument.

The manufacturer should consider whether the financial instrument may represent a threat to the orderly functioning or to the stability of financial markets before deciding to proceed with the launch of the financial instrument.

The manufacturer shall ensure that relevant staff involved in the manufacturing of financial instruments possess the necessary expertise to understand the characteristics and risks of these financial instruments.

The manufacturer shall ensure that senior managers mentioned as applicable in points 1° and 2° of Articles L. 533-25 and L. 511 51 of the Monetary and Financial Code or in Article R. 123-40 of the Commercial Code have effective control over the financial instrument governance process.

It shall ensure that compliance reports to the senior managers mentioned in the previous subparagraph include information about the financial instruments manufactured by it, including information on the distribution strategy for these instruments.

It shall make the reports available to the AMF on request.

The manufacturer shall ensure that the compliance function checks and monitors the development and periodic review of financial instrument governance arrangements in order to detect any risk of failure by it to comply with the obligations set out in this section.

Where several manufacturers or one or several manufacturers and one or several other persons referred to in Article 313-1 (II) or (III) collaborate to develop, issue or design a financial instrument, these persons shall outline their mutual responsibilities under this collaboration in a written agreement.

The manufacturer shall identify at a sufficiently granular level the potential target market for each financial instrument and specify the type(s) of client for whose needs, characteristics and objectives the financial instrument is compatible.

As part of this process, it shall identify any group(s) of clients for whose needs, characteristics and objectives the financial instrument is not compatible.

Where manufacturers or one manufacturer and one or several other persons referred to in Article 313-1 (II) collaborate to manufacture a financial instrument, only one target market needs to be identified.

Where the manufacturer is not also the distributor of a financial instrument, and where the financial instrument is distributed through one or several distributors, the manufacturer shall determine the financial instrument's compatibility with the needs and characteristics of clients based on:

  1. their theoretical knowledge of and past experience with:

    1. the financial instrument or similar financial instruments; and

    2. financial markets; and

  2. the needs, characteristics and objectives of potential end clients.

I.- The manufacturer shall undertake an analysis for each financial instrument that it manufactures to assess:

  1. the risks of poor outcomes for end clients posed by the financial instrument; and

  2. in which circumstances these outcomes may occur.

II.- It shall assess the financial instrument under negative conditions covering what would happen if, for example:

  1. the market environment deteriorates;

  2. the manufacturer or a third party involved in manufacturing and or functioning of the financial instrument experiences financial difficulties or other counterparty risk materialises for the manufacturer or the third party;

  3. the financial instrument fails to become commercially viable; or

  4. demand for the financial instrument is much higher than anticipated, compromising its financial position or disrupting the market of the underlying assets.

The manufacturer shall determine whether a financial instrument meets the identified needs, characteristics and objectives of the target market, including by examining the following elements:

  1. the financial instrument's risk/reward profile is consistent with the target market; and

  2. financial instrument design is driven by features that are in the client's interest and not by a business model that relies on poor client outcomes if the instrument is to be profitable for the manufacturer.

The manufacturer shall consider the charging structure proposed for the financial instrument, including by examining the following:

  1. financial instrument's costs and charges are compatible with the needs, objectives and characteristics of the target market;

  2. costs and charges do not undermine the financial instrument's return expectations, such as where the costs or charges equal, exceed or remove almost all the expected tax advantages linked to a financial instrument; and

  3. the charging structure of the financial instrument is appropriately transparent for the target market, and does not disguise charges or make them too complex to understand.

The manufacturer shall ensure that the provision of information to distributors includes information about the appropriate channels for distribution of the financial instrument, the financial instrument approval process and the target market assessment and is of an adequate standard to enable distributors to understand and recommend or sell the financial instrument properly.

The manufacturer shall review the financial instruments it manufactures on a regular basis, taking into account any event that could materially affect the potential risk to the identified target market.

It shall consider if the financial instrument remains consistent with the needs, characteristics and objectives of the target market and if it is being distributed to the target market, or is reaching clients for whose needs, characteristics and objectives the financial instrument is not compatible.

I.- The manufacturer shall:

  1. review, if it is aware of any event that could materially affect the potential risk to investors, any financial instrument prior to:

    1. any further issue of financial instruments with similar characteristics;

    2. any issue of a financial instrument that is fungible with a previously issued financial instrument; or

    3. any new financial contract; and

  2. conduct reviews at regular intervals to assess whether the financial instrument functions as intended.

II.- It shall determine how regularly to review manufactured financial instruments based on relevant factors, including factors linked to the complexity or the innovative nature of the investment strategies pursued.

III.- It shall also identify crucial events that would affect the potential risk or return expectations of the financial instrument, such as:

  1. the crossing of a threshold that will affect the return profile of the financial instrument; or

  2. the solvency of certain issuers whose securities or guarantees may impact the performance of the financial instrument.

IV.- When such events occur, it shall take appropriate action which may consist in:

  1. providing relevant information on the event and its consequences on the financial instrument to the clients or the distributors of the financial instrument if the manufacturer does not offer or sell the financial instrument directly;

  2. changing the financial instrument approval process;

  3. stopping further issuance of the financial instrument;

  4. changing the financial instrument's contractual stipulations to avoid any unfair terms;

  5. considering whether the sales channels through which the financial instruments are distributed are appropriate where it becomes aware that the financial instrument is not being sold as envisaged;

  6. contacting the distributor to discuss a modification of the distribution process;

  7. terminating the relationship with the distributor; or

  8. informing the AMF.

Section 2 - Financial instrument governance obligations for distributors

The distributor, when deciding the range of financial instruments manufactured by itself or other persons and services it intends to offer or recommend to clients, shall comply, in a way that is appropriate and proportionate, with the requirements laid down in Articles 313-19 to 313-27, taking into account the nature of the financial instrument, the investment service and the target market for the financial instrument.

Distributors shall also comply with the provisions of this section when offering or recommending financial instruments manufactured by a manufacturer referred to in Article 313-1 (III).

It shall have in place effective arrangements to ensure that it obtains sufficient information about these financial instruments from the person mentioned in the previous subparagraph.

It shall determine the target market for each financial instrument, even if the target market was not defined by the manufacturer referred to in Article 313-1 (I to III).

The distributor shall have in place adequate financial instrument governance arrangements to ensure that financial instruments and services it intends to offer or recommend are compatible with the needs, characteristics, and objectives of an identified target market and that the intended distribution strategy is consistent with the identified target market.

It shall identify and assess the circumstances and needs of the clients it intends to focus on, so as to ensure that clients' interests are not compromised as a result of commercial or funding pressures.

As part of this process, it shall identify any group(s) of clients for whose needs, characteristics and objectives the financial instrument or service is not compatible.

The distributor shall obtain from the manufacturer or the person referred to in Article 313-1 (II) information to gain the necessary understanding and knowledge of the financial instruments its intend to recommend or sell in order to ensure that these instruments will be distributed in accordance with the needs, characteristics and objectives of the identified target market.

The distributor shall also take all reasonable steps to ensure it also obtains adequate and reliable information from any person referred to in Article 313-1 (III) to ensure that financial instruments will be distributed in accordance with the characteristics, objectives and needs of the target market.

Where relevant information is not publicly available, the distributor shall take the necessary steps to obtain such relevant information from the person referred to in Article 313-1 (III) or from anyone acting on that person's behalf.

Acceptable publicly available information is information which is clear, reliable and produced to meet legal or regulatory requirements, such as investor disclosure requirements under Directive 2003/71/EC of 4 November 2003 or Directive 2004/109/EC of 15 December 2004.

This obligation applies to products sold on primary and secondary markets and shall apply in a proportionate manner, depending on the degree to which publicly available information is obtainable and the complexity of the product.

The distributor shall use the information obtained from the persons referred to Article 313-1 (I to III) and information on its own clients to identify the target market and distribution strategy.

When a distributor acts both as a manufacturer and a distributor, only one target market assessment shall be required.

When deciding the range of instruments and services that it offers or recommends and the respective target markets, the distributor shall establish and maintain procedures and measures to ensure compliance with all applicable provisions under Directive 2014/65/EU of 15 May 2014 including those relating to client disclosure, assessment of suitability or appropriateness of the financial instrument for the client, inducements and proper management of conflicts of interest.

Particular care shall be taken when it intends to offer or recommend new financial instruments or there are variations to the services it provides.

The distributor shall periodically review and update its financial instrument governance arrangements in order to ensure that they remain robust and fit for their purpose, and take appropriate actions where necessary.

The distributor shall review the financial instruments it distributes and the services it provides on a regular basis, taking into account any event that could materially affect the potential risk to the identified target market.

It shall assess whether the instrument or service remains consistent with the needs, characteristics and objectives of the identified target market and whether the intended distribution strategy remains appropriate.

It shall modify the identified target market and if necessary update the product governance arrangements if it becomes aware that it has wrongly identified the target market for a specific financial instrument or service or that the instrument or service no longer meets the expectations of the identified target market, and notably if the financial instrument becomes illiquid or very volatile due to market changes.

The distributor shall ensure that its compliance function checks the conditions and procedures for the development and periodic review of financial instrument governance arrangements in order to detect any risk of failure to comply with the obligations set out in this section.

The distributor shall ensure that relevant persons possess the necessary expertise to understand the characteristics and risks of the financial instruments that it intends to distribute and the services provided as well as the needs, characteristics and objectives of the identified target market.

The distributor shall ensure that senior managers mentioned as applicable in points 1° and 2° of Articles L. 533-25 and L. 511-51 of the Monetary and Financial Code or in Article R. 123-40 of the Commercial Code or the management body of an asset management company have effective control over the financial instrument governance process to determine the range of financial instruments that it distributes and the services provided to the target markets.

It shall ensure that the compliance reports referred to in Article 22(2)(c) of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 provided to the senior managers mentioned in the previous subparagraph include information about the financial instruments distributed and the services provided. The compliance reports shall be made available to the AMF on request.

The distributor shall provide to the relevant manufacturer or person referred to in Article 313-1 (II) with information on sales and, where appropriate, information on the reviews that it has conducted pursuant to Articles 313-21 to 313-23 to support the manufacturer or person referred to in Article 313-1 (II) when it carries out the reviews referred to in Articles 313-9, 313-16 and 313 17.

Where different distributors work together in the distribution of a financial instrument or service, any distributor with a direct client relationship has ultimate responsibility to meet the product governance obligations set out in this section.

A distributor acting as an intermediary shall:

  1. ensure that relevant information about the financial instrument obtained from the manufacturer or person referred to in Article 313-1 (II) is passed to the final distributor in the chain;

  2. take the necessary measures to enable the manufacturer or the person referred to in Article 313-1 (II) who requests information on sales of a financial instrument to obtain that information in order to comply with their own financial instrument governance obligations; and

  3. apply the financial instrument governance obligations for manufacturers, as relevant, within the framework of the services that it provides.

Chapter IV - Conduct of business rules

Commission delegated regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive

Section 1 - General provisions

The provisions of this Chapter shall not apply to branches established in other States party to the European Economic Area agreement by investment services providers authorised in France.

Investment services providers shall ensure that relevant persons are reminded that they are bound by the obligation of professional confidentiality, subject to the terms and penalties prescribed by law.

For the purposes of this Chapter, the term "client" shall designate existing and potential clients.

Sub-section 1 - Approval of codes of conduct

Where a professional organisation draws up a code of conduct applicable to investment services, the AMF shall verify whether the code's provisions are consistent with this General Regulation.

The professional organisation may ask the AMF to approve all or part of the code as professional standards.

If, having sought the opinion of the Association Française des Etablissements de Crédit et des Entreprises d'Investissement (AFECEI), the AMF considers that some or all the provisions of such code should be recommended to investment services providers, the AMF shall announce its decision by publishing it on its website.

Sub-section 2 - Primacy of the client's interest and market integrity

Investment services providers shall act honestly, fairly and professionally, with due skill, care and diligence, in the best interests of clients and the integrity of the market. More specifically, they shall comply with all the rules pertaining to the organisation and operation of trading platforms that they use.

Sub-section 3 - Client categories

[Removed by Decree of 10 april 2020]

Section 2 - Information to customers
Sub-section 1 - Information media

A durable medium is any instrument which enables a client to store information addressed personally to that client in a way that affords easy access for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

Sub-section 2 - Marketing communications

The AMF may require investment services providers to submit to it their marketing communications for the investment services that they provide and the financial instruments that they offer prior to publication, distribution or broadcast.

It may require changes to the presentation or the content to ensure that the information is accurate, clear and not misleading.

Article L. 533-12-7 of the Monetary and Financial Code applies to categories of financial contracts with any of the following characteristics:

  • depending on whether a condition specified in the contract is met or not, they give rise upon the contract's expiry either to the payment of a predetermined gain or the partial or total loss of the amount invested;

  • they give rise to the payment of a positive or negative differential between the price of an underlying asset or basket of assets at the time the contract has been entered into and the price at which the position is closed out, and can oblige the client to pay an amount greater than the amount invested at the time the contract has been entered into;

  • their underlying asset is a currency or basket of currencies.

Section 3 - Assessment of the suitability and appropriateness of the service to be provided

For the purposes of 2° of III of Article L. 533-13 of the Monetary and Financial Code, a service may be deemed to have been provided at the client's initiative if the client requests it following any communication containing a promotion or offer of financial instruments made by any means and which is nature a general communication addressed to the public or a broader group or category of clients.

A service may not be deemed to have been provided at the client's initiative if the client requests it following a personalised communication addressed to him by the investment services provider or in its name that invites the client, or attempts to invite the client, to take an interest in a given financial instrument or transaction.

Section 4 - Verification of the level of knowledge and assessment of the knowledge and skills of the persons providing investment advice or information

I.- The investment services provider shall ensure that natural persons acting on its behalf as sales personnel have the minimum qualification as well as a sufficient level of knowledge.

Sales personnel shall mean any natural person responsible for providing investment advices or informations on financial instruments, investment or ancillary services, to the clients of the investment services provider on whose behalf he is acting;

II. - It verifies that the sales personnel can prove they have the minimum level of knowledge set forth in Point 1° of II of Article 312-5:

III. - The investment services provider shall not carry out the verification provided for in II with regard to persons employed as at 1 July 2010. Persons having passed one of the examinations referred to in Point 3° of II of Article 312-5 shall be deemed to have the minimum knowledge required to perform their duties.

IV. - To conduct the verification referred to in II, the investment services provider has six months from the date on which the employee starts to perform one of the above functions. However, where the employee has been taken on under a work/study contract, as provided in Articles L. 6222-1 and L. 6325-1 of the labour code, the investment services provider may not conduct such verification. If it decides to hire the employee when his or her training period finishes, the investment services provider shall ensure that he or she has the minimum qualification as well as a sufficient level of knowledge as referred to in I, at the latest by the end of the contract training period.

The investment services provider shall ensure that any employee whose minimum knowledge has not yet been verified is appropriately supervised.

When an investment services provider ensures that the persons who provide investment advice or information on financial instruments, investment services or ancillary services to clients, on its behalf, possess the necessary knowledge and competence in accordance with Article L. 533-12-6 of the Monetary and Financial Code, it may consider that it has fulfilled its obligations in terms of the verification of the minimum knowledge levels provided for in II of Article 314-9, subject to the regular update of their skills and knowledge.

An investment services provider shall ensure that the persons referred to in the first paragraph, when they do not yet possess an appropriate level of knowledge and competence, acquire them within a period of six months full-time equivalent from the date on which they took on their functions. During this period, these persons shall be supervised by one or more member(s) of the staff of the investment services provider who possess the adequate qualifications and experience.

Section 5 - Clients agreements
Sub-section 1 - Changes to agreements entered into before 3 January 2018

Without prejudice to the provisions of Article 314-26, investment services providers that concluded agreements with clients before 3 January 2018 shall inform such clients before that date of any changes made to comply with client disclosure obligations introduced by the provisions of the Monetary and Financial Code implementing Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and the European regulations completing this Directive and the provisions introduced by the present Book.

If no objection has been expressed by the client within a period of two months following this communication, this implies acceptance of said changes.

Sub-section 2 - Agreements entered into retail clients

Without prejudice to the provisions of Article 58 of the Commission Delegated Regulation 2017/565 of 25 April 2016, agreements concluded between the investment services provider and non-professional clients shall contain specific stipulations concerning the detailed information to these clients about the characteristics and modalities of the investment service provided and on the rights and obligations of the parties.

Section 6 - Order handling and execution when providing the portfolio management service

Commission delegated regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive

Commission delegated regulation (EU) 2017/575 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards concerning the data to be published by execution venues on the quality of execution of transactions

Commission delegated regulation (EU) 2017/576 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the annual publication by investment firms of information on the identity of execution venues and on the quality of execution

Investment services providers providing portfolio management services shall define the planned allocation of the orders they give beforehand. As soon as they learn that they orders have been executed, they shall transmit to the account keeper exact instructions for the allocation of the orders executed to the beneficiaries. This allocation shall be final.

Section 7 - Inducements and fees
Sub-section 1 - General provisions relating to inducements

Where the investment services provider pays or is paid any fee or commission or provides or is provided with any non-monetary benefit in connection with the provision of an investment service or ancillary service to the client, it shall ensure that all the conditions set out in Article L. 533-12-4 of the Monetary and Financial Code and the requirements set out in Articles 314-14 to 314-17 are met at all times.

A fee, commission or non-monetary benefit shall be considered to be designed to enhance the quality of the relevant service to the client if all of the following conditions are met:

  1. it is justified by the provision of an additional or higher level service to the relevant client, proportional to the level of inducements received, such as:

    1. the provision of non-independent investment advice on and access to a wide range of suitable financial instruments including an appropriate number of instruments from third party product manufacturers having no close links with the service provider;

    2. the provision of non-independent investment advice combined with either:

      • an offer to the client, at least on an annual basis, to assess the continuing suitability of the financial instruments in which the client has invested; or

      • another ongoing service that is likely to be of value to the client such as advice about the suggested optimal asset allocation of the client;

    3. the provision of access, at a competitive price, to a wide range of financial instruments that are likely to meet the needs of the client, including an appropriate number of instruments from third party manufacturers having no close links with the service provider, together with:

      • either the provision of added-value tools, such as objective information tools helping the relevant client to take investment decisions or enabling the relevant client to monitor, model and adjust the range of financial instruments in which it has invested; or

      • the provision of periodic reports of the performance and costs and charges associated with the financial instruments;

  2. it does not directly benefit the recipient service provider, its shareholders or employees without tangible benefit to the relevant client;

  3. it is justified by the provision of an ongoing benefit to the relevant client in relation to an ongoing inducement.

A fee, commission, or non-monetary benefit shall not be considered acceptable if the provision of relevant services to the client is biased or distorted as a result of the fee, commission or non-monetary benefit.

The investment services provider shall fulfil the obligations set out in Article 314-14 as long as it continues to pay or receive the fee, commission or non-monetary benefit.

The investment services provider shall hold evidence that any fees, commissions or non-monetary benefits paid or received by it are designed to enhance the quality of the relevant service to the client:

  1. by keeping an internal list of all fees, commissions and non-monetary benefits received from a third party in relation to the provision of investment or ancillary services; and

  2. by recording:

    1. how the fees, commissions and non-monetary benefits paid or received by it, or that it intends to use, enhance the quality of the services provided to the relevant clients; and

    2. the steps taken in order to comply with its duty to act honestly, fairly and professionally in accordance with the best interests of the client.

As regards any payment or benefit received from or paid or provided to third parties, the investment services provider shall disclose the following information to the client:

  1. prior to the provision of the relevant investment or ancillary service, it shall disclose to the client information on the payment or benefit concerned in accordance with the second subparagraph of Article L. 533-12-4 of the Monetary and Financial Code.

    Minor non-monetary benefits may be described in a generic way.

    Other non-monetary benefits provided or received in connection with the investment service provided to the client shall be priced and disclosed separately.

  2. prior to the provision of an investment or ancillary service to a client, where it has been unable to ascertain the amount of any payment or benefit to be received or paid, it shall disclose to the client the method for calculating that amount. In this case, after providing the service, it shall provide its client with information on the exact amount of the abovementioned payment or benefit received or paid; and

  3. at least once a year, as long as ongoing fees, commissions or benefits are received by it in relation to the investment or ancillary services provided to the relevant clients, it shall inform its clients on an individual basis about the actual amount of payments or benefits received, paid or provided.

Minor non-monetary benefits may be described in a generic way.

Where the investment services provider implements the obligations mentioned in this article, it shall take into account the provisions on costs and charges set out in point 3° of Article D. 533-15 of the Monetary and Financial Code and in Article 50 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

Where more firms are involved in a distribution channel, each investment services provider providing an investment or ancillary service shall comply with its disclosure obligations to its own clients.

Pursuant to the second subparagraph of Article L. 533-12-4 of the Monetary and Financial Code, the dissemination by the issuer of the prospectus required pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 fulfils the obligation to disclose, to professional clients, the information that may be required by Article 314-17 on the investment commission charged by the investment services provider when the latter provides an investment service to an investor client. This article does not apply when the investment services provider provides investment advice to its clients.

Sub-section 2 - Inducements in respect of investment advice on an independent basis or portfolio management services for third parties

Where the investment services provider provides investment advice on an independent basis or portfolio management services for third parties, it shall return to its client any fees, commissions or any monetary benefits paid or provided by a third party or anyone acting on behalf of a third party in relation to the services provided to that client as soon as reasonably possible after receipt.

All fees, commissions or monetary benefits received from third parties in relation to the provision of independent investment advice or portfolio management services for third parties shall be transferred in full to the client.

It shall set up and implement a policy to ensure that any fees, commissions or any monetary benefits paid or provided by a third party or anyone acting on behalf of a third party in relation to the provision of independent investment advice or portfolio management services for third parties are allocated and transferred to each individual client.

It shall inform clients about the fees, commissions or any monetary benefits transferred to it, such as through the periodic reporting statements provided to the client.

Where the investment services provider provides investment advice on an independent basis or portfolio management services for third parties, it shall not accept non-monetary benefits that do not qualify as acceptable minor non-monetary benefits in accordance with Article 314-20.

Only the following benefits shall qualify as acceptable minor non-monetary benefits:

  1. information or documentation relating to a financial instrument or an investment service, which is generic in nature or personalised to reflect the circumstances of an individual client;

  2. written material from a third party:

    a) that is commissioned and paid for by a corporate issuer or potential issuer to promote a new issuance by the company; or

    b) where the third party firm is contractually engaged and paid by the issuer to produce such material on an ongoing basis;

    provided that the material:

    a) clearly discloses the relationship between the issuer and the third party; and

    b) is made available at the same time to any investment services provider wishing to receive it or to the general public;

  3. participation in conferences, seminars and other training or information events on the benefits and features of a specific financial instrument or an investment service;

  4. hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training or information events mentioned under point 3° of this article; and

  5. other minor non-monetary benefits which the AMF deems:

    a) capable of enhancing the quality of service provided to a client; and

    b) having regard to the total level of benefits provided by one entity or group of entities, to be of a scale and nature that are unlikely to impair compliance with the service provider's duty to act in the best interest of the client.

    Acceptable minor non-monetary benefits shall be reasonable and proportionate and of such a scale that they are unlikely to influence the service provider's behaviour in any way that is detrimental to the interests of the relevant client.

    Disclosure of minor non-monetary benefits shall be made prior to the provision of the relevant investment or ancillary services to clients.

    In accordance with Article 314-17(1), minor non-monetary benefits may be described in a generic way.

Sub-section 3 - Provisions concerning inducements in relation to research

In this paragraph, “research” means research material or services concerning:

  1. one or several financial instruments or other assets; or

  2. the issuers or potential issuers of financial instruments; or

  3. a specific industry or market;

such that it informs views on financial instruments, assets or issuers within that sector or market.

That type of material or services:

  1. explicitly or implicitly recommends or suggests an investment strategy and provides a substantiated opinion as to the present or future value or price of such instruments or assets; or

  2. contains analysis and original insights and reaches conclusions based on new or existing information that could be used to inform an investment strategy and be relevant and capable of adding value to the decisions by the investment services provider on behalf of clients being charged for that research.

I.- The provision of research by third parties to investment services providers other than asset management companies that provide portfolio management or other investment or ancillary services to clients shall not be regarded as an inducement if it is received in return for either of the following:

  1. Direct payments by the service provider out of its own resources;

  2. Payments from a separate research payment account controlled by the investment service provider, provided the following conditions relating to the operation of the account are met:

    1. the research payment account is funded by a specific research charge to the client;

    2. as part of establishing a research payment account and agreeing the research charge with clients, the investment service provider shall set and regularly assess a research budget as an internal administrative measure;

    3. the investment service provider is held responsible for the research payment account;

    4. the investment service provider regularly assesses the quality of the research purchased based on robust quality criteria and its ability to contribute to better investment decisions.

II.- Where an investment services provider makes use of the research payment account, it shall provide the following information to clients:

  1. before the provision of an investment service to clients, information about the budgeted amount for research and the amount of the estimated research charge for each of them;

  2. annual information on the total costs that each of them has incurred for third party research.

The investment services provider that operates a research payment account shall also be required, upon request by its clients or by the AMF, to provide a document indicating:

  1. the providers paid from this account;

  2. the total amount they were paid over a defined period;

  3. the benefits and services received by it; and

  4. how the total amount spent from the account compares to the budget set by the service provider for that period, noting any rebate or carry-over if residual funds remain in the account.

For the purposes of Article 314-22 (I)(2)(a), the specific research charge shall:

  1. only be based on a research budget set by the investment service provider based on the need for third party research estimated to be necessary in order to provide investment services to clients; and

  2. not be linked to the volume or value of transactions executed on behalf of the clients.

If research charges are included alongside a transaction commission and cannot be collected separately, the operational arrangement for the collection of client research charges shall enable these research charges to be separately identified and must comply with the conditions set out in Article 314-22 (I)(2) and (II).

The total amount of research charges received may not exceed the research budget.

The investment services provider shall agree with clients, in the portfolio management agreement or general terms of the service delivery contract:

  1. the research charge set out in its estimated budget; and

  2. the frequency with which the specific research charge will be charged to the budget over the period.

Clients shall be informed clearly and in advance of any increase in the estimated research budget.

If there is a surplus in the research payment account at the end of a period, the investment service provider should implement arrangements to rebate those funds to the client or to allocate them to the research budget for the following period.

After the client has been informed and given the opportunity to express its disagreement, where applicable, the client agreement referred to in the first subparagraph shall be deemed to be obtained where:

  1. the planned research charge budget for a given period does not result in an increase in the total charges paid by the client compared with the previous equivalent period; and

  2. the frequency with which the investment service provider plans to charge specific research charges to the client over a given period is equivalent to that planned for the previous period for other charges.

For the purposes of applying Article 314-22 (I)(2)(b), the research budget shall be managed solely by the investment service provider.

This budget shall be based on a reasonable assessment of the need for third party research.

The allocation of the research budget to purchase third party research shall be subject to appropriate controls and oversight by the management body to ensure it is managed and used in the best interests of the investment service provider's clients.

Those controls include a clear audit trail of payments made to research providers and may be used to check that the amounts paid were determined with reference to the quality criteria referred to in Article 314-22 (I)(2)(d).

The investment services provider shall not use the research budget and research payment account to fund internal research.

For the purposes of applying Article 314-22 (I)(2)(c), the investment services provider may delegate the administration of the research payment account to a third party, provided that the arrangement facilitates the purchase of third party research and payments to research providers in the name of the service provider without any undue delay in accordance with the investment services provider's instruction.

For the purposes of applying Article 314-22 (I)(2)(d), the investment services provider shall establish a written policy and provide it to its clients.

This policy shall also identify situations in which the investment service provider considers that research purchased through the research payment account may benefit clients' portfolios, including, where relevant, by taking into account investment strategies applicable to various types of portfolios, and the approach the investment services provider will take to allocate such costs fairly to the various clients' portfolios.

Where the investment services provider provides execution services, it shall identify separate charges for these services that only reflect the cost of executing the transaction.

Charges relating to the provision of any other benefit or service by an investment services provider to another investment services provider established in a State party to the European Economic Area agreement shall be separately identified.

The supply of benefits or services and charges for those benefits or services shall not be influenced or conditioned by levels of payment for execution services.

Sub-section 4 - Portfolio management services' trading costs

All fees and commissions paid by clients for transactions in portfolios under management, with the exception of subscription and redemption transactions relating to collective investment schemes or investment funds of third countries, shall be trading costs. They include:

  1. Intermediation costs, taxes and duties included, charged directly or indirectly by third parties that provide:

    1. Order reception and transmission services and order execution services on behalf of third parties referred to in Article L. 321-1 of the Monetary and Financial Code;

    2. Services referred to in Article L. 321-2 (4) of the Monetary and Financial Code charged under the conditions set out in Article 314-24 and order execution services specified in an AMF Instruction;

  2. If applicable, a turnover commission.

Section 8 - Obligations in the case of offers of financial securities or minibons via a website

I. - Investment services providers making offers of financial securities or minibons referred to in Article L. 223-6 of the Monetary and Financial Code via a website on the terms set out in Article 325-48 must, for each project and prior to any subscription, provide the client with the information supplied by the issuer pursuant to Article 217-1 unless a prospectus has been drafted and approved by the AMF. In the latter case, the prospectus is sent to the client and paragraphs II and III above do not apply.

II. This information shall be completed by information on:

  1. the procedures for collecting subscription applications and transmitting them to the issuer, and the rules applied in the event of oversubscription;

  2. detail of the fees charged to the investor and the possibility of obtaining, on request, a description of the services provided to the issuer of the securities to which subscription is being considered, and the related fees;

  3. the risks inherent to the project and, in particular, the risk of total or partial loss of the capital, illiquidity risk and the risk of an absence of valuation.

If the issuer is not the company carrying out the project, the investment services providers must provide the client, via their website and prior to any subscription, with the information referred to in Article 217-1 pertaining to the company carrying out the project and, where applicable, to those companies intervening between the company carrying out the project and that making the offer. Information must be provided on any contractual agreements between the abovementioned companies, whenever such agreements exist.

Investment services providers are responsible for checking the consistency, clarity and balance of this information.

To make this information easily accessible, all these items must be written in non-technical language.

III. – All advertisements must contain prominent and easily-accessible reference to the risks inherent to the proposed investments and, in particular, the risk of total or partial loss of capital and illiquidity risk.

IV. – The investment services provider shall ensure that the articles of the company carrying out the project presented to investors comply with the laws and regulations on companies making offers that are not subject to publication of a prospectus and are made via a website.

This provision is applicable to those companies intervening between the company carrying out the project and that making the offer.

V. – The provisions of point 3° of Article 325-51, of the final subparagraph of Article 325-52 and of the second to last subparagraph of Article 325-57 shall apply to investment services providers offering minibons referred to in Article L. 223-6 of the Monetary and Financial Code via a website, under the conditions set out in Article 325-48.

Chapter V - Other provisions

Commission delegated regulation (EU) 2017/567 of 18 May 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to definitions, transparency, portfolio compression and supervisory measures on product intervention and positions

Commission delegated regulation (EU) 2017/582 of 29 June 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards specifying the obligation to clear derivatives traded on regulated markets and timing of acceptance for clearing

Commission delegated regulation (EU) 2017/591 of 1 December 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the application of position limits to commodity derivatives

Commission implementing regulation (EU) 2017/1093 of 20 June 2017 laying down implementing technical standards with regard to the format of position reports by investment firms and market operators

Commission implementing regulation (EU) 2017/953 of 6 June 2017 laying down implementing technical standards with regard to the format and the timing of position reports by investment firms and market operators of trading venues pursuant to Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments.

Commission delegated regulation (EU) 2017/2417 of 17 November 2017 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on the trading obligation for certain derivatives.

Section 1 - Management of inside information and restrictions to be applied within authorised investment services providers

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

Sub-section 1 - Rules to prevent undue circulation of inside information

Investment services providers shall establish and maintain effective and adequate procedures to control the circulation and use of inside information, as defined in Article 7 of Regulation (EU) n° 596/2014 of the European Parliament and of the Council of 16 April 2014, with the exception of paragraph 1.c of that same Article, taking into account the activities conducted (same Regulation) by the group to which the investment services provider belongs and the organisation adopted by that group. These procedures, called "information barriers", shall provide for:

  1. Identification of business segments, divisions, departments or any other entities likely to possess inside information;

  2. Organisation, in particular physical organisation, so as to separate entities within which the relevant persons referred to in Paragraph 1 of Article 2 of Delegated Regulation (EU) n° 2017/565 are likely to possess inside information;

  3. Prohibition of disclosure of inside information by the persons possessing it to other persons, except as provided for in Article 10 of Regulation (EU) n° 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and after informing the compliance officer;

  4. The conditions in which the investment service provider may authorise a relevant person assigned to a given entity to provide assistance to another entity, whenever one of the two entities is likely to possess inside information. The compliance officer shall be informed whenever the relevant person assists the entity possessing inside information;

  5. The manner in which the relevant person benefiting from the authorisation provided for in 4° is informed of the temporary consequences thereof on the performance of his regular duties.

The compliance officer shall be informed when this person returns to his regular duties.

Sub-section 2 - Watch list

To ensure compliance with the abstention requirement set forth in Articles 8, 10 and 14 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, investment services providers shall establish and maintain an appropriate procedure for monitoring the issuers and financial instruments on which they have inside information. This monitoring shall be proportionate to the risks identified and will concern, where applicable:

  1. transactions in financial instruments by the investment services provider for its own account;

  2. personal transactions, as defined in Article 29 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016, made by or on behalf of the relevant persons mentioned in the same Regulation;

  3. investment research as defined in Article 36.1 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

To this end, the investment services provider shall draw up a watch list of the issuers on which it has inside information.

The relevant entities shall inform the compliance officer at once when they believe they possess inside information.

In such case, the issuer shall be put on the watch list, under the supervision of the compliance officer.

The relevant entities shall inform the compliance officer when they believe that information they had previously reported pursuant to the sixth subparagraph has ceased to be inside information. The contents of the watch list are confidential.

Dissemination of items on the watch list is restricted to the persons designated by name in the procedures referred to in the first subparagraph of 315-1.

The investment services provider shall exercise supervision in accordance with the procedures set forth in Article 315-2. It shall take appropriate measures if it detects an anomaly.

The investment services provider shall keep a record on a durable medium of the measures it has taken in the event of an anomaly or, if it takes no measures, of the reasons for so doing.

Sub-section 3 - Restricted list

I. - Investment services providers shall establish and maintain an appropriate procedure for monitoring compliance with any restrictions that apply to:

  1. transactions in financial instruments by the investment services provider for its own account;

  2. personal transactions, as defined in Article 28 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016, made by or on behalf of the relevant persons referred to in Paragraph 1 of Article 29 of the same Regulation;

  3. investment research as defined in Article 36.1 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

II. - To this end, the investment services provider shall establish a restricted list. This list includes those issuers in which the investment services provider must restrict its activities, or the activities of relevant persons, because of:

  1. legal or regulatory provisions to which the investment services provider is subject other than those resulting from the abstention requirements set forth in Articles 8, 10 and 14 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014;

  2. the application of undertakings given on the occasion of a financial transaction.

When an investment services provider deems it necessary to prohibit or restrict the performance of an investment service, an investment activity or an ancillary service in respect of certain issuers or financial instruments, those issuers and/or financial instruments shall also be included on the restricted list.

Investment services providers shall determine, based on the restricted list, which entities are subject to the restrictions referred to in Article 315-4 and how those restrictions shall apply.

They shall inform the relevant persons affected by the restrictions of the list and the nature of the restrictions.

Sub-section 4 - Listing of a company's securities on a regulated market in financial instruments

In allotting securities, the lead manager, in cooperation with the company concerned, ensures that the various categories of investors, other than those connected with the issuer (e.g. suppliers, clients, shareholders, senior managers, employees or third parties whom such persons are authorised to represent), are treated fairly. When several allotment procedures intended specifically for individual investors are applied concurrently, the lead manager shall ensure that the allotment percentages resulting therefrom are substantially equivalent.

The lead manager shall make its best efforts to satisfy demand for the securities from individual investors to a meaningful extent. This objective is deemed to have been met when there is a procedure, centralised by the market operator and characterised by an allotment proportional to applications submitted, under which at least 10% of the overall offering amount is put on the market and made accessible to individual investors.

The lead manager shall endeavour to avoid an obvious imbalance, to the detriment of individual investors, between the allotment for such investors and the allotment for institutional investors. Thus, when a placing procedure intended specifically for institutional investors coexists with one or more procedures intended specifically for individual investors, the lead manager shall endeavour to provide for a transfer mechanism to avoid an imbalance of the kind mentioned above.

Section 2 - Derogations to the publication of transactions

Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation

Commission Delegated Regulation (EU) 2017/583 of 14 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on transparency requirements for trading venues and investment firms in respect of bonds, structured finance products, emission allowances and derivatives

Commission Delegated Regulation (EU) 2017/590 of 28 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities

Commission Delegated Regulation (EU) 2017/587 of 14 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on transparency requirements for trading venues and investment firms in respect of shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments and on transaction execution obligations in respect of certain shares on a trading venue or by a systematic internaliser

The AMF may authorise an investment services provider to defer the publication of transactions in the financial instruments referred to in paragraph 1 of Article 21 of Regulation (EU) No 600/2014 of 15 May 2014 in the cases described in paragraph 4 of this same Article.

Section 3 - Obligations of investment services providers relating to the prevention of money laundering and terrorist financing

Investment services providers shall have organisational structures and procedures that enable them to comply with the vigilance and disclosure requirements provided for in Title VI of Book V of the Monetary and Financial Code relating to the fight against money laundering and terrorist financing.

Section 4 - Handling and monitoring of subscription applications and book entry

When it makes offers of financial securities via a website on the terms set out in Article 325-48, the investment services provider may provide a subscription application handling and monitoring service that includes the registration of financial securities in a securities account.

This service shall be formalised in an agreement between the investment services provider and the mandating issuer setting out in particular the obligations of the investment services provider and the fees charged. For this purpose, it shall collect notably the personal data of subscribers and transmit it to the issuer for registration in the records of the latter.

The investment services provider shall implement a procedure setting out:

1° The terms for handling and monitoring subscription applications, notably in the event of oversubscription.

2°The procedure for registering financial securities in a securities account.

This procedure shall provide for time stamping of the subscription applications on receipt.

The investment services provider shall act with diligence and professionalism when processing subscription applications and registering financial securities in a securities account.

It shall keep a record of the service provided on a durable medium.

If the offer is cancelled, it shall inform the client promptly.

Section 5 - Accepted market practices

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Commission Delegated Regulation (EU) 2016/908 of 26 February 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council laying down regulatory technical standards on the criteria, the procedure and the requirements for establishing an accepted market practice and the requirements for maintaining it, terminating it or modifying the conditions for its acceptance

To benefit from the exemption provided for by Article 13 of Regulation (EU) no.596/2014 of the European Parliament and of the Council of 16 April  2014 on market abuse, any investment services provider using an accepted market practice shall comply with the requirements set out in the AMF decision that established said accepted market practice in application of the above-mentioned Regulation.

Section 6 - Provisions for orders with instructions for deferred settlement and delivery and derivatives markets
Sub-section 1 - Orders with instructions for deferred settlement and delivery

The provisions of Articles 315-12 to 315-22 shall apply to authorised investment services providers receiving orders for deferred settlement and delivery as well as to custody account keepers.

Where the market rules provide for the possibility referred to in the first paragraph of Article 516-1, an investment services provider who receives an order for deferred settlement or delivery shall not accept it unless the investor remits a margin deposit, either in the provider's books or in the books of the custody account keeper if the provider does not perform that function.

An investment services provider who does not keep his client's account cannot consent to transmit or execute an order for deferred settlement and delivery unless it is able, under an agreement with the client's custody account keeper, to ascertain that the necessary margin has been duly deposited with the custody account keeper before it transmits or executes that order.

The investment services provider who keeps the client's account shall be subject to the provisions of this section.

The investment services provider shall be subject to the rules governing the posting and composition of clients' mandatory margin deposits.

Margin is calculated as a percentage of the position and according to the type of assets pursuant to the following indications:

  1. cash (euros and other currencies in circulation in the European Union), Treasury bills, units or shares of “short-term money market” or “money market” UCITS: 20%;

  2. debt instruments admitted for trading on a regulated market of a State that is party to the Agreement on the European Economic Area, negotiable debt securities and other debt instruments of States party to the Agreement on the European Economic Area, units or shares of UCITS classified as “bonds and other debt securities in euros”, units or shares of UCITS classified as “international bonds and other debt securities”: 25%;

  3. equity instruments admitted for trading on a regulated market of a State that is party to the Agreement on the European Economic Area, units or shares of UCITS classified as “French equities”, units or shares of UCITS classified as “eurozone equities”, units or shares of UCITS classified as “equities of European Union countries”, units or shares of UCITS classified as “international equities”: 40%.

Should a client fail, within the required time period, to remit or top up the margin deposit or to fulfil the commitments arising from the order executed on his behalf, the investment services provider shall liquidate some or all of the client's commitments or positions.

The AMF can, where necessary, set more stringent margin deposit rules for a given financial instrument or market, either temporarily or permanently.

Where a margin deposit consists of financial instruments, the investment services provider can legally refuse any such instrument that:

  1. it considers he would be unable to realise at any time or on his own initiative;

  2. it deems will not provide adequate collateral, having regard to the type of position to be collateralised.

In any event, long positions in a given financial instrument cannot be collateralised with the same financial instrument.

Cheques cannot be accepted as margin until they have been cashed.

An investment services provider must be able to inform his client, upon request, of the value of the margin deposited under the three categories set forth in article 315-13 and, pursuant to the same article, of the position that may be taken or the increase in an existing position that may be realised.

The AMF can increase the minimum margin rates provided for in Article 315-13 for one or more designated financial instruments, as specified in that article. The new rates cannot come into force for at least two trading days after they have been published.

Initial margin deposits are readjusted, if need be, in view of the daily marking to market of the position and the assets accepted as collateral therefor, so that the deposits comply at all times with the minimum regulatory requirement.

The investment services provider shall order the client, by any and all means, to top up or restore its collateral within one trading day.

If the collateral is not topped up or restored in due time, the investment services provider shall take the necessary measures so that the client's position is once again collateralised. Unless the provider and the client have agreed on a different procedure, the investment services provider shall begin by reducing the position before realising some or all of the collateral.

Absent a contractual agreement, an investment services provider who wishes to increase the collateral on a client's position by higher rates than those provided for in article 315-13 shall warn the client of the new rates by registered letter with return receipt. That letter shall be sent at least eight calendar days before the effective date of the increase.

Where an investment services provider reduces a client's position or realises some or all of its collateral, pursuant to the third paragraph of Article 315-19, it shall send the corresponding trade confirmations and account statements to the client by registered letter with return receipt.

Notwithstanding the first paragraph of Article 315-12, a member of a regulated market who does not hold the account of a client is not required to ascertain that margin has been deposited if the order is sent to it by an investment services provider acting as an order receiver-transmitter.

Sub-section 2 - Derivatives markets

An investment services provider who receives an order for execution on a regulated market in derivative financial instruments shall not accept such order unless the client remits a margin deposit, either in the provider's books or in the books of the custody account keeper if the provider does not perform that function.

By way of derogation from the first paragraph, where the client is a professional client or an eligible counterparty within the meaning of Articles D. 533-11 and D. 533-13 of the Monetary and Financial Code, the investment services provider may grant it a period of time in which to remit the margin. Such period may not exceed the period granted by the clearing house to the clearing member with whom the positions are recorded.

The margin referred to in the first paragraph shall be equal to or greater than that required by the market rules, if called from market members, or that required by the clearing house rules, if called from clearing house members. Since the aforementioned margin levels are minimum requirements, the investment services provider may, upon receiving the orders and at any time, call additional margin from the client.

If, in light of market conditions, the margin posted by the client falls below the amount required under the third paragraph, additional margin shall be deposited in the same conditions and time limits as those specified in the second and third paragraphs.

Should a client fail to post margin or remit additional margin within the above time limits, the investment services provider shall liquidate some or all of the client's commitments or positions.

Chapter VI - Systematic internalisers

Regulation (EU) no 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012

Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive

Commission Delegated Regulation (EU) 2017/567 of 18 May 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to definitions, transparency, portfolio compression and supervisory measures on product intervention and positions

Commission Delegated Regulation (EU) 2017/575 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards concerning the data to be published by execution venues on the quality of execution of transactions

Commission Delegated Regulation (EU) 2017/576 of 8 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the annual publication by investment firms of information on the identity of execution venues and on the quality of execution

Commission Delegated Regulation (EU) 2017/583 of 14 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on transparency requirements for trading venues and investment firms in respect of bonds, structured finance products, emission allowances and derivatives

Commission Delegated Regulation (EU) 2017/585 of 14 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the data standards and formats for financial instrument reference data and technical measures in relation to arrangements to be made by the European Securities and Markets Authority and competent authorities

Commission Delegated Regulation (EU) 2017/587 of 14 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on transparency requirements for trading venues and investment firms in respect of shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments and on transaction execution obligations in respect of certain shares on a trading venue or by a systematic internaliser

Commission Delegated Regulation (EU) 2017/590 of 28 July 2016 supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities

Section 1 - Informing the AMF

A systematic internaliser within the meaning of Article L. 533-32 of the Monetary and Financial Code shall inform the AMF when it acts as a systematic internaliser for one of the categories of financial instruments mentioned in paragraph 1 of Articles 14 and 18 of Regulation (EU) No. 600/2014 of 15 May 2014 and when it ceases to act as a systematic internaliser for this category.

Section 2 - Derogations to the publication of transactions

A systematic internaliser may, in accordance with paragraph 2 of Article 18 of Regulation (EU) No 600/2014, be waived from pre-trade disclosure requirements in the cases described in paragraph 1 of Article 9 of said Regulation, following notification to the AMF of its request(s) for a waiver for each financial instrument concerned.

The AMF may authorise systematic internalisers to defer publication of transactions in the financial instruments referred to in Article 21, paragraph 1 of Regulation (EU) No 600/2014 of 15 May 2014 in the cases described in paragraph 4 of said Article.

Title I bis - Asset management companies of AIFs

For the application of this Title:

  1. The term "asset management company" shall mean a French asset management company;

  2. The term "management company" shall mean a company established in another Member State of the European Union;

  3. The term "manager" shall mean a manager established in a third country.

I. - This Title is applicable:

  1. To asset management companies managing AIFs whose assets exceed the thresholds set out in Article R. 532-12-1 of the Monetary and Financial Code;

  2. To asset management companies managing the "Other AIFs" referred to in Article L. 214-24, III, 1 of the Monetary and Financial Code;

  3. To asset management companies or legal entities managing AIFs whose assets are below the thresholds set out in Article R. 532-12-1 of the Monetary and Financial Code or the "Other AIFs" referred to in Article L. 214-24, III, 2 and 3 of the Monetary and Financial Code or, in the case referred to in the last paragraph of the same Article L. 214-24, III, when these asset management companies or legal entities have chosen to submit these AIFs or "Other AIFs" to the present title.

II. - Unless otherwise provided, asset management companies authorised under Directive 2009/65/EC of the European Parliament and Council of 13 July 2009 and authorised under Directive 2011/61/EU of the European Parliament and Council of 8 June 2011 must apply Titles Ib and Ia of the present Book cumulatively.

III. - An asset management company may apply for authorisation to provide investment services comprising the reception and transmission of orders on behalf of a third party, portfolio management or investment advice referred to in 1, 4 and 5 of Article L. 321-1 of the Monetary and Financial Code.

IV. - When an asset management company is authorised to provide one or more of the investment services referred to in III or when it markets units or shares of AIFs or UCITS in France in accordance with Article 421-26 and Article 411-129, to perform these activities it shall comply with the provisions of this Title as well as the provisions applicable to investment services providers contained in Title I.

V. - When an asset management company markets financial instruments in France in accordance with Article L. 533-24-1 of the Monetary and Financial Code, it shall comply with section 2 of Chapter III of Title I.

VI. For the purposes of applying the present title, references to Member States of the European Union and to the European Union must be understood to include States parties to the Agreement on the European Economic Area.

Chapter I - Procedures for authorisation, programme of operations and passport

Commission Implementing Regulation (EU) No 447/2013 of 15 May 2013 establishing the procedure for AIFMs which choose to opt in under Directive 2011/61/EU of the European Parliament and of the Council

Section 1 - Authorisation and programme of operations
Sub-section 1 - Authorisation

The authorisation of asset management companies referred to in Article L. 532-9 of the Monetary and Financial Code requires submission to the AMF of an application specifying the scope of the authorisation, together with a file complying with the model provided for in Article R. 532-10 of the said Code.

The application file must contain the following information:

  1. Information on the persons who effectively manage the activities of the asset management company;

  2. Information on the identity of the shareholders or members, either direct or indirect, of the asset management company who have qualifying holdings, and the amounts of such holdings;

  3. A programme of operations for each of the services that the asset management company intends to provide, specifying the conditions in which it expects to provide those services and indicating the type of transactions envisaged and its organisational structure. This programme of operations is completed, as appropriate, by any additional information corresponding to the assets used by the asset management company;

  4. Information about remuneration policies and practices;

  5. Information on the terms it has defined for delegating or sub-delegating its asset management company functions to third parties;

  6. Information about each AIF it manages or intends to manage;

  7. The rules or instruments of incorporation of each AIF it intends to manage;

  8. Information on the arrangements made for the appointment of the depositary for each AIF it intends to manage;

  9. All or any addition information provided for in the third paragraph of Article L. 214-24-19 of the Monetary and Financial Code for each AIF it manages or intends to manage.

If the asset management company is already authorised by the AMF under Directive 2009/65/ CE of the European Parliament and Council of 13 July 2009, it is not required to provide the AMF again with the information or documents it already supplied to it in its authorisation application under the said directive, provided that this information and these documents are up to date.

The AMF shall issue an acknowledgement of receipt when it receives this file.

In deciding whether to grant authorisation to an asset management company, the AMF shall review the items in the file referred to in Article 316-3, along with the items set out in Chapter II of this Title. The AMF may require the applicant to produce any additional information it needs to make its decision.

It may restrict the scope of the authorisation, notably relating to the investment strategies of the AIFs the applicant shall be authorised to manage.

The AMF rules on the authorisation application within a period of three months as of submission of the full file.

It may extend this period by up to an additional three months if it deems necessary on account of the specific circumstances of the case at hand and after informing the applicant to this effect.

For the purposes of the present article, an application is deemed to be complete when the applicant's file contains at least the information referred to in points 1 to 4 and 6 of Article 316-3.

The applicant may commence its AIF management activity as soon as it receives its authorisation, but no earlier than one month after submitting all the missing information referred to in points 5 and 7 to 9 of Article 316-3.

The procedure and the terms and conditions of authorisation are set out in an AMF instruction.

The AMF informs the European Authority on a quarterly basis of the authorisations it has granted under the terms of the present Chapter.

Any changes to the information contained in the authorisation file of the asset management company shall require, as applicable, a declaration, a notification or an application for prior approval to be made to the AMF.

On receiving the declaration, notification or application for prior approval from the asset management company, the AMF shall issue a receipt.

Pursuant to Article L. 532-9-1, II of the Monetary and Financial Code, when the asset management company submits an application for prior approval of a material change to the information contained in its authorisation file, the AMF shall have one month to inform it of its refusal or of any restrictions placed upon its application.

The AMF may, if the particular circumstances of the case at hand so justify, inform the asset management company of an extension of this deadline by a period of as much as one month.

The changes are implemented after the one-month assessment period as extended, if appropriate.

Sub-section 2 - Withdrawal of authorisation and deregistration

Except in cases where the company requests withdrawal, the AMF, whenever it envisages withdrawing an asset management company's authorisation pursuant to Article L. 532-10 of the Monetary and Financial Code, shall so inform the company, specifying the reasons for which such decision is envisaged. The company shall have one month from receipt of such notification to submit any observations it may have.

When the asset management company requests the AMF to withdraw its authorisation, the company must comply with 1 to 3 and the last paragraph of Article L. 532-10 of the Monetary and Financial Code.

When the AMF decides of its own accord to withdraw an authorisation, the company concerned shall be notified of the AMF's decision by registered letter with acknowledgement of receipt. The AMF shall inform the public of the withdrawal by inserting notices in newspapers or other publications of its choosing.

This decision shall specify the timetable and method for implementing the withdrawal.

During this period:

a) The company shall be put under the supervision of an administrator appointed by the AMF on the basis of his or her skills. The administrator shall be bound by professional secrecy rules. The administrator appointment decision shall specify the terms of their monthly compensation, allowing, in particular, for the nature and importance of the work and the position of the appointed administrator. If he manages another company, said company may not acquire the clientele directly or indirectly;

b) The administrator shall choose another asset management company to manage the collective investments. For employee investment undertakings, this choice shall be subject to ratification by the supervisory board of each fund. If the administrator does not find an asset management company, he shall invite the custodians to enter into proceedings for liquidation of the collective investments;

c) The company may make only such transactions as are strictly necessary to protect the interests of the unitholders or shareholders of the managed collective investments and its clients;

d) The company shall inform the custodians and unitholders or shareholders of the managed collective investments of the withdrawal of authorisation, as well as the custody account-keepers of the individual portfolios under discretionary management and its clients;

e) The company shall ask its clients in writing to request transfer of their accounts to another investment service provider, or to request liquidation of their portfolios, or to manage their portfolios themselves;

f) The company shall update its website notably by removing all references to its capacity of asset management company;

g) On the day the withdrawal of authorisation comes into effect, the company shall change its company name and its corporate object.

The AMF informs the European Securities and Markets Authority on a quarterly basis of the authorisations it has withdrawn under the terms of the present article.

When the AMF pronounces a deregistration pursuant to Article L. 532-12 of the Monetary and Financial Code, the AMF shall notify the company of its decision with the conditions stipulated in Article 316-7. The AMF shall inform the public by inserting notices in newspapers or other publications of its choosing.

Sub-section 3 - Resignations

When it is considering demanding the resignation of a company from its capacity as the asset management company of an AIF pursuant to Article L. 621-13-4 of the Monetary and Financial Code, the AMF informs the company to this effect, specifying the reasons for which such decision is envisaged. The company shall have one month from receipt of such notification to submit any observations it may have.

When it decides to demand the resignation of a company from its capacity as the asset management company of an AIF, the AMF shall inform the company of its decision by registered letter with acknowledgement of receipt. The AMF shall inform the public of its decision by inserting notices in newspapers or other publications of its choosing.

The decision shall specify the terms and implementation timeframe for the resignation.

During this period:

a) The company shall be put under the supervision of an administrator appointed by the AMF on the basis of his or her skills. The administrator shall be bound by professional secrecy rules. The administrator appointment decision shall specify the terms of their monthly compensation, allowing, in particular, for the nature and importance of the work and the position of the appointed administrator. If he manages another company, said company may not take over management of the relevant AIF directly or indirectly;

b) The administrator shall choose another asset management company to manage the relevant AIF. If the administrator does not find an asset management company, he shall invite the custodian to enter into proceedings for liquidation of the relevant AIF;

c) The company may make only such transactions as are strictly necessary to protect the interests of the unitholders or shareholders of the relevant AIF;

d) The company shall inform the custodian and the unitholders or shareholders of the relevant AIF of its resignation.

The units or shares in the AIF in question must no longer be marketed in France or, as applicable, in the other Member States of the European Union.

Where necessary, the AMF informs the competent authorities of the host Member States of the asset management company of its decision immediately.

Section 2 - Passport for asset management companies seeking to manage aifs or provide investment services in the other member states of the european union

An asset management company seeking to create and manage an AIF or provide investment services in another State of the European Union, under the freedom to provide services or under the right of establishment, shall notify the AMF of its plans in accordance with Articles R. 532-25-1 et R. 532-30 of the Monetary and Financial Code.

Section 3 - Specific rules on the authorisation of managers seeking to manage european union aifs or to market aifs of the european union or third countries under their management in the european union with a passport

Commission Implementing Regulation (EU) No 448/2013 of 15 May 2013 establishing a procedure for determining the Member State of reference of a non-EU AIFM pursuant to Directive 2011/61/EU of the European Parliament and of the Council

The date of entry into force of the present Section is set in accordance with the provisions of the European Commission delegated act provided for in Paragraph 6 of Article 67 of Directive 2011/61/EU of the European Parliament and Council of 8 June 2011.

Without prejudice to Article L. 532-9 of the Monetary and Financial Code, no authorisation shall be granted unless the following additional conditions are fulfilled:

  1. The manager appoints France as its reference Member States in accordance with the criteria set out in Article R. 532-31 of the same Code and the appointment is backed up by the disclosure of its marketing strategy;

  2. The manager has appointed a legal representative established in France;

  3. The legal representative is, with the manager, the contact point of the manager for holders of units or shares in the AIFs in question, for the European Securities and Markets Authority and for the AMF and the competent authorities concerning the activities for which the manager is authorised in the European Union and shall be equipped to perform its compliance function by virtue of the legislative and regulatory provisions applicable to asset management companies;

  4. There are appropriate cooperation arrangements in place between France, the competent authorities of the Member State of reference of the European Union AIFs concerned and the supervisory authorities of the third country where the manager is established in order to ensure an efficient exchange of information that allows the AMF and the competent authorities to carry out the duties incumbent upon them;

  5. The third country where the manager is established is not listed as a Non-Cooperative Country and Territory by FATF;

  6. The third country where the manager is established has signed an agreement with France, which fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and ensures an effective exchange of information in tax matters, including any multilateral tax agreements;

  7. The effective exercise by the AMF of its supervisory functions is neither prevented by the laws, regulations or administrative provisions of the third country governing the manager, nor by limitations in the supervisory and investigatory powers of that third country's supervisory authorities.

The authorisation of the AIF manager shall be granted in accordance with Article L. 532-36 of the Monetary and Financial Code, subject to the following criteria:

  1. The information referred to in Article L. 532-9 of the same code is supplemented by:

    1. A justification by the manager of its assessment regarding the Member State of reference in accordance with the criteria set out in Article R. 532-31 of the same code with information on the marketing strategy;

    2. A list of the legislative and regulatory provisions applicable to asset management companies of AIFs for which compliance by the manager is impossible, as compliance by the manager with those provisions is incompatible with compliance with a mandatory provision in the law to which the manager established in a third country or the third-country AIF marketed in the Union is subject;

    3. Written evidence based on the regulatory technical standards developed by ESMA that the relevant third-country law in question provides for a rule equivalent to the provisions for which compliance is impossible, which has the same regulatory purpose and offers the same level of protection to the investors of the relevant AIFs and that the manager complies with that equivalent rule. Such written evidence shall be supported by a legal opinion on the existence of the relevant incompatible mandatory provision in the law of the third country and including a description of the regulatory purpose and the nature of the investor protection pursued by it;

    4. The name of the legal representative of the manager and the place where it is established;

  2. The information referred to in Article 316-3, Points 1 to 6 may be limited to the EU AIFs the manager intends to manage and to those AIFs it manages and intends to market in the European Union with a passport;

  3. The second paragraph of Article L. 532-9, II of the Monetary and Financial Code is without prejudice to Article L. 532- 31 of the same code;

  4. Point 1 of Article L. 532-9, II of the Monetary and Financial Code is not applicable;

  5. The fifth paragraph of Article 316-4 shall be understood as including a reference to the "information referred to in Article L. 532-37 of the Monetary and Financial Code".

Chapter II - Authorisation requirements for aif asset management companies and for acquiring or increasing an equity interest in an aif asset management company

Section 1 - Authorisation requirements

Articles 12 to 15 of the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision

The asset management company shall have its registered office in France. It may be incorporated in any form, subject to a review of the compatibility of its instruments of incorporation with the laws and regulations applicable to it, and provided that its accounts are subject to a statutory audit.

I. - The share capital of asset management companies shall be equal to a minimum of EUR 125,000 and must be fully paid in cash at least to this minimum amount.

II. - When authorisation is granted and in subsequent financial years, the asset management company must be able to prove at any time that its level of own funds is at least equal to the higher of the two amounts referred to in Points 1 and 2 below:

  1. EUR 125,000 plus an amount equal to 0.02 % of the amount by which the assets under management by the asset management company exceeds EUR 250 million.

    The total own funds requirement shall not exceed EUR 10 million.

    The assets included in the calculation of the additional own funds requirement referred to in the third paragraph are:

    1. French or foreign AIFs in corporate form that have globally delegated management of their portfolio to the asset management company;

    2. French or foreign AIFs in fund form managed by the asset management company, including portfolios for which it has delegated management but excluding portfolios that it manages on a delegated basis.

      Up to 50% of the additional own funds requirement may be met by a guarantee given by a credit institution or insurance undertaking having its registered office in a State that is a party to the European Economic Area agreement, or in another State, provided the guarantor is subject to prudential rules considered by the AMF to be equivalent to those applicable to credit institutions and insurance undertakings having their registered offices in States that are parties to the European Economic Area agreement.

  2. One-quarter of general operating expenses for the previous financial year calculated in accordance with Articles 34 ter to 34 quinter of Commission Regulation (EU) No 241/2014 of 7 January 2014.

III. - The own funds requirement at the time of authorisation shall be calculated on the basis of forecast data.

For subsequent years, the amount of general operating expenses and the total value of portfolio assets used to determine the own funds requirement shall be calculated on the basis of the most recent of the following asset management company documents: financial statements for the previous financial year, interim statement of financial position certified by the statutory auditor or the data sheet referred to in Article 318-37.

IV. - To cover any potential professional liability risks resulting from AIF management activities, the asset management company must:

  1. Either have additional own funds of an amount sufficient to cover potential liability risks arising from professional negligence;

  2. Or hold a professional indemnity insurance against liability arising from professional negligence which is appropriate to the risks covered.

V. - When the asset management company is also authorised by the AMF by the terms of Directive 2009/65/EC of the European Parliament and Council of 13 July 2009, it is not subject to points I, II and III the present Article.

I. The asset management company's own funds, including any additional own funds, must be invested in liquid assets or assets that can easily be converted into cash in the short term and that do not include speculative positions.

II. However, if own funds exceed 130 % at least of the regulatory own funds mentioned in Article 317-2, the excess portion of this amount may be invested in assets that do not meet the requirements of I, provided that these assets do not create a material risk for the company's regulatory own funds.

The asset management company shall disclose the identities of legal entities or individuals who are direct or indirect shareholders with qualifying holdings as well as the amounts of their holdings. The AMF shall assess the quality of the company's shareholders having regard to the need for sound and prudent management and proper performance of its own supervisory responsibilities. It shall make the same assessment of partners and members in an economic interest grouping.

The asset management company shall be effectively directed by at least two persons of sufficiently good repute and sufficient experience for their duties, so as to ensure sound and prudent management.

The directors must, among other things, be sufficiently experienced as regards the investment strategies pursued by the AIFs managed by the asset management company.

At least one of these two persons must be a company officer with the power to represent the company in its dealings with third parties.

The other person may be the chairman of the board of directors or a person specifically empowered by the company's governing bodies or instruments of incorporation to direct the company and determine its policies.

The persons effectively managing the asset management company as defined in Article 317-5 undertake to inform the AMF promptly of any modification of their situation as declared at the time of their appointment.

Section 2 - Content of the programme of operations

The asset management company shall have a programme of operations in accordance with Chapter III.

The programme of operations also contains information on the remuneration policies and practices implemented pursuant to Article L. 533-22-2 of the Monetary and Financial Code, and information concerning the AIFs the asset management company intends to manage:

  1. Information about the investment strategies, including the types of underlying funds if the AIF is a fund of funds, and the manager's policy as regards the use of leverage, and the risk profiles and other characteristics of the AIFs it manages or intends to manage, including information about the Member States or third countries in which such AIFs are established or are expected to be established;

  2. Information on where the master AIF is established if the AIF is a feeder AIF;

  3. The rules or instruments of incorporation of each AIF the asset management company intends to manage;

  4. Information on the arrangements made for the appointment of the depositary for each AIF in question;

  5. For each AIF the asset management company manages or intends to manage, any additional information disclosed to investors pursuant to the third paragraph of Article L. 214-24-19 of the Monetary and Financial Code

The asset management company may also hold equity interests in companies set up for purposes that represent an extension of its own activities. These holdings must be compatible with the provisions the asset management company is required to implement to detect and prevent or manage any conflicts of interest likely to arise from these holdings.

[Removed by Decree of 10 april 2020]

Section 3 - Requirements for acquiring or increasing an equity interest in an asset management company

The AMF shall be notified of any transaction that enables a person acting alone or in concert with other persons, within the meaning of Article L. 233-10 of the Commercial Code, to acquire, increase or decrease or cease owning, directly or indirectly, a qualifying holding in an asset management company. The notice must be given to the AMF by the person or persons concerned before the transaction is executed, if one of the following conditions is met:

  1. The capital or voting rights held by the person(s) exceed or fall below one-tenth, one-fifth, one-third or one-half of the capital or voting rights;

  2. The asset management company becomes or stops being a subsidiary of the person(s) concerned;

  3. The person or persons gain or lose significant influence over management of the management company as a result of the transaction.

For the purposes of this Chapter:

  1. A “qualifying holding” means, pursuant to sub-paragraph h of Article 4(1) of Directive 2011/61/EU of 8 June 2011, “a direct or indirect holding in a management company which represents 10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the management company in which that holding subsists”;

  2. Voting rights are calculated in accordance with the provisions of Article L. 233-4, points I and IV of Article L. 233-7 and Article L. 233-9 of the Commercial Code;

  3. The capital holding is calculated by adding up, as applicable, the direct holding and any indirect holdings in the capital of the asset management company. Indirect holdings are calculated by multiplying together the fractions held in the capital of each intermediate entity and in the capital of the asset management company;

  4. The fraction of capital or voting rights held by investment firms or credit institutions as a result of 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, shall not be counted, as long as these rights are not exercised or used in any other way to influence the issuer's management and provided that they are sold within one year of acquisition;

  5. In the case of an indirect holding, any person likely to acquire, sell or lose a qualifying holding must notify the AMF of this.

However, without prejudice to the obligations of the direct holder, the final holder may make notifications for and on behalf of the entities under its control, provided it includes the relevant information on these entities.

Transactions to acquire or increase qualifying holdings are subject to prior authorisation by the AMF under the following conditions:

  1. within two trading days of receipt of the notice and all the documents required, the AMF shall provide the applicant with written acknowledgement of receipt.

    The AMF shall have up to sixty trading days, starting from the date of the written acknowledgement of receipt of the notice, in which to assess the transaction. The written acknowledgement of receipt shall specify the expiry date of the assessment period.

  2. During the assessment period and by the fiftieth trading day thereof at the latest, the AMF may request further information to complete the assessment. This request shall be made in writing and shall specify additional necessary information. Within two trading days of receipt of the further information, the AMF shall send the applicant a written acknowledgement of receipt.

    The assessment period shall be suspended from the date of the AMF's request for further information until the receipt of the applicant's response to this request. The suspension shall not last more than twenty trading days. The AMF may make further requests for more information or clarifications, but these requests shall not suspend the assessment period.

  3. The AMF may extend the suspension mentioned in the preceding paragraph to thirty trading days, if the applicant:

    a) is established outside the European Union or is governed by non-European Union regulations;

    b) or is a person who is not subject to monitoring under the terms of European Directives 2013/36/EU, 2009/65/EC, 2009/138/EC or 2014/65/EU.

  4. if the AMF decides to object to a planned acquisition after the assessment, it shall give written notice of its decision to the applicant within two trading days and before the end of the assessment period. The AMF shall give the grounds for its decision. The portfolio asset management company shall also be notified.

    At the request of the applicant, the AMF shall publish the grounds for its decision on the website mentioned in Article R. 532-15-2 of the Monetary and Financial Code.

  5. if the AMF has not made a written objection to the planned acquisition by the end of the assessment period, the acquisition shall be deemed to be approved.

  6. the AMF may set a deadline for completing the planned acquisition and may extend this deadline.

  7. if the AMF receives several notifications under the terms of Article L. 532-9-1 of the Monetary and Financial Code concerning the same asset management company, it shall examine them jointly in such a way as to ensure equal treatment of the applicants.

Notwithstanding the preceding provisions, the AMF shall be notified only of transactions that occur between companies directly or indirectly owned and controlled by the same company and that change the structure of ownership among the existing shareholders holding, prior to the transaction, a qualifying participating interest in the portfolio asset management company, unless such transactions result in the transfer of control or ownership of some or all of the above-mentioned rights to one or more persons that are not subject to the laws of a State party to the European Economic Area agreement.

When the number or distribution of voting rights is restricted in relation to the number or distribution of the relevant shares or units under the provisions of legislation or the instruments of incorporation, the percentages stipulated in this Chapter and in Article 317-11 shall be calculated and implemented in terms of shares or units respectively.

Transactions to acquire or increase qualifying holdings are subject to prior authorisation by the AMF under the following conditions:

  1. within two trading days of receipt of the notice and all the documents required, the AMF shall provide the applicant with written acknowledgement of receipt.

    The AMF shall have up to sixty trading days, starting from the date of the written acknowledgement of receipt of the notice, in which to assess the transaction. The written acknowledgement of receipt shall specify the expiry date of the assessment period.

  2. During the assessment period and by the fiftieth trading day thereof at the latest, the AMF may request further information to complete the assessment. This request shall be made in writing and shall specify additional necessary information. Within two trading days of receipt of the further information, the AMF shall send the applicant a written acknowledgement of receipt.

    The assessment period shall be suspended from the date of the AMF's request for further information until the receipt of the applicant's response to this request. The suspension shall not last more than twenty trading days. The AMF may make further requests for more information or clarifications, but these requests shall not suspend the assessment period.

  3. The AMF may extend the suspension mentioned in the preceding paragraph to thirty trading days, if the applicant:

    a) is established outside the European Union or is governed by non-European Union regulations;

    b) or is a person who is not subject to monitoring under the terms of European Directives 2013/36/EU, 2009/65/EC, 2009/138/EC or 2014/65/EU.

  4. if the AMF decides to object to a planned acquisition after the assessment, it shall give written notice of its decision to the applicant within two trading days and before the end of the assessment period. The AMF shall give the grounds for its decision. The portfolio asset management company shall also be notified.

    At the request of the applicant, the AMF shall publish the grounds for its decision on the website mentioned in Article R. 532-15-2 of the Monetary and Financial Code.

  5. if the AMF has not made a written objection to the planned acquisition by the end of the assessment period, the acquisition shall be deemed to be approved.

  6. the AMF may set a deadline for completing the planned acquisition and may extend this deadline.

  7. if the AMF receives several notifications under the terms of Article L. 532-9-1 of the Monetary and Financial Code concerning the same asset management company, it shall examine them jointly in such a way as to ensure equal treatment of the applicants.

Notwithstanding the preceding provisions, the AMF shall be notified only of transactions that occur between companies directly or indirectly owned and controlled by the same company and that change the structure of ownership among the existing shareholders holding, prior to the transaction, a qualifying participating interest in the portfolio asset management company, unless such transactions result in the transfer of control or ownership of some or all of the above-mentioned rights to one or more persons that are not subject to the laws of a State party to the European Economic Area agreement.

When the number or distribution of voting rights is restricted in relation to the number or distribution of the relevant shares or units under the provisions of legislation or the instruments of incorporation, the percentages stipulated in this Chapter and in Article 317-11 shall be calculated and implemented in terms of shares or units respectively.

Transactions involving the sale or decrease qualifying holdings in an asset management company mentioned in Article 317-10 shall entail a re-examination of the authorisation in view of the need to ensure sound and prudent management.

The AMF may ask asset management companies for the identity of partners or shareholders who report holdings of less than one twentieth, but more than 0.5%, or the relevant figure set by the instruments of incorporation for the purposes of Article L. 233-7 of the Commercial Code.

Chapter III - Organisational rules

The asset management company shall use, at all times, adequate and appropriate human and technical resources that are necessary for the proper management of AIFs.

Given the nature of the AIFs it manages, it shall have sound administrative and accounting procedures, control and safeguard arrangements for electronic data processing and adequate internal control mechanisms including, in particular, rules for personal transactions by its employees or for the holding or management of investments in order to invest on its own account and ensuring, at least, that each transaction involving the AIFs may be reconstructed according to its origin, the parties to it, its nature, and the time and place at which it was effected and that the assets of the AIFs managed by the AIFM are invested in accordance with the AIF rules or instruments of incorporation and the legal provisions in force.

The annual financial statements of the asset management company shall be certified by a statutory auditor. Within six months of the end of the financial year, asset management companies shall file copies of their balance sheet, income statement and the notes to the financial statements, along with their annual management reports and notes, the statutory auditors' general and special reports with the AMF. If applicable, the companies shall also produce consolidated financial statements.

Section 1 - Organisational rules

Articles 57 to 59 of the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision

Section 2 - Compliance system

Articles 61 and 62 of the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision

Asset management companies shall apply the compliance policy provided for in Article 61 of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 as well as the provisions relating to the responsibilities of the management body referred to in Article 60 of the same Regulation, to the professional obligations referred to in II of Article L. 621-15 of the Monetary and Financial Code that do not fall under the scope of application of the Articles of that Regulation.

The compliance officer referred to in Article 61, 3, b of Commission Delegated Regulation (EU) n° 231/2013 of 19 December 2012 shall hold a professional licence issued on the terms defined in Section 8 of this Chapter.

Section 3 - Responsibilities of senior management and supervisory bodies

In application of Article L. 621-8-4 of the Monetary and Financial Code, the effective managers within the meaning of Article L. 532-9, II, 4 of said Code shall immediately inform the AMF of any incidents that could lead to a loss or gain for the asset management company, a cost linked to its civil or criminal liability, an administrative sanction or reputational damage and resulting from non-compliance with Articles 57 to 59 of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012, of an amount that exceeds 5% of its regulatory capital. Under the same conditions, they shall inform the AMF of any event preventing the asset management company from meeting the requirements of its authorisation. They shall provide the AMF with an incident report indicating the nature of the incident, the measures implemented after it happened and the initiatives taken to prevent similar incidents from taking place in the future.

Section 4 - Verification of the knowledge of specified persons

I.- The asset management company shall ensure that natural persons acting on its behalf have the minimum qualification as well as a sufficient level of knowledge.

II. - It verifies that the persons carrying out one of the following functions can prove they have the minimum level of knowledge set forth in Point 1° of II of Article 318-9:

a) Asset manager within the meaning of Article 318-8;

b) Compliance and internal control officer within the meaning of Article 318-21.

III. - The asset management company shall not carry out the verification provided for in II with regard to persons employed at 1st July 2010. Persons having passed one of the examinations referred to in Article 38-9, II, 3° shall be deemed to have the minimum knowledge required to perform their duties.

IV. - To conduct the verification referred to in II, the asset management company shall have six months from the date on which the employee starts to perform one of the above functions.

However, when the employee has been taken on under a work/study contract, as provided in Articles L. 6222-1 and L. 6325-1 of the Labour Code, the asset management company may choose not to perform any such verification. If it decides to hire the employee when his or her training period finishes, the asset management company shall ensure that he or she has the minimum qualification as well as a sufficient level of kn