The AMF announces new measures to facilitate access to listing

In a context where listing is become less attractive, the Autorité des Marchés Financiers (AMF) is continuing its initiatives to facilitate stock exchange access for companies wishing to raise capital. The new measures announced take into account both best practices observed elsewhere in Europe and investor concerns.

Following the announcement in 2015 of initial measures aimed at optimising and securing the preparation and conduct of initial public offerings (IPOs), last year the AMF amended its General Regulation to make the tranche offered to retail investors optional when carrying out an IPO on the Euronext Paris regulated market. This change has made it possible to speed up and simplify these operations when certain market conditions so require. In the context of the gradual entry into application of the European Listing Act, which aims to make it more attractive for companies to access stock markets by reducing compliance costs, and the law of 13 June 2024, aimed at increasing corporate financing and the attractiveness of France, the AMF announces a new development in its doctrine.

To inform its thinking, the AMF called upon the IPO Forum, a working group created in 2022 under the aegis of Paris Europlace and which brings together bankers, financial advisors, lawyers, investors and representatives of public authorities. On 9 July of this year, it published its final report, entitled: "Recommendations on possible developments in IPO practices in France."

The measures taken by the AMF deal with:

the market's attention to the choice of prospectus format;
the information disclosed prior to the operation;
the specific mechanisms designed to make the information about the company and the operation more reliable;
the information about the price of the securities offered at the launch of the operation;
the choice of prospectus language;
the possibility of organising a market meeting at the launch of the operation.

The market's attention to the choice of prospectus format

The AMF accepts any format authorised by the European regulations. It notes, however, that the so-called "tripartite" prospectus meets the needs of both issuers and investors. The tripartite prospectus combine three separate documents: the registration document, which is subject to AMF approval, includes information about the company (financial statements, activities, risk factors, etc.) and is published prior to the operation; the securities note, which contains information about the shares that will be listed on the stock exchange and is published at a later date; and a summary published at the same time as the securities note. This format makes it possible to make the information made available to the market about the company seeking listing more reliable at an earlier stage.

The possibility of providing information about the planned IPO in advance regardless of the prospectus format

In the case of a tripartite prospectus, the company publishes a press release announcing its project and the availability of the registration document. From now on, the AMF allows the issuer to freely set the period for which the registration document will be available, in order to allow investors to be properly informed.

For listing candidates who opt for a prospectus in the form of a single document, the approval of which occurs later in the operation preparation schedule, an initial press release announcing the project may be published beforehand. This communication, which is a well-established practice in other European countries, as well as in the US, will make it possible to provide, without delay, information about the company and the planned operation.

Two specific mechanisms designed to make the information about the company and the operation more reliable

In relation to the single prospectus, the AMF offers companies the possibility of requesting confirmation from the AMF of the end of the examination, subject to any new event, of the sections of the draft prospectus corresponding to the content of the registration document. Such a request may also be made at a later stage in the preparation of the documentation, at the time of the launch of the placement with qualified investors, for those companies that opt for prospectus approval at the time of setting the final terms of the offer. These mechanisms are designed to make the information describing the issuer and the operation more reliable.

Relaxation of requirements regarding information on the price of the securities offered

The AMF is relaxing its doctrine and now leaves the company, in compliance with the framework set by the European Prospectus Regulation, the freedom to propose an indicative price range for the securities offered or to indicate, as required by the regulation, at least the maximum price, insofar as this is available.

Greater latitude in choosing the prospectus language

In compliance with the framework set by the European Prospectus Regulation, the AMF also leaves the company free in its choice of prospectus language, including when it wishes to mobilise retail investors as part of its offer, who will in any event have a summary in French.

Free choice to organise a market's meeting on the IPO launch

The AMF now allows companies applying for listing to organise a meeting at the launch of the operation, notably under the aegis of the Société Française des Analystes Financiers (SFAF).

About the AMF
The AMF is an independent public authority responsible for ensuring that savings invested in financial products are protected and that investors are provided with adequate information. The AMF also supervises the orderly operations of markets. Visit our website: https://www.amf-france.org/en