The AMF Enforcement Committee fines Prologue for failing to comply with the obligation to draw up a prospectus and Le Quotidien de Paris Editions
In its decision of 31 December 2019, the Enforcement Committee fined Prologue €150,000 and Le Quotidien de Paris Editions €100,000. However, it cleared Mr. Nicolas Miguet, accused of failing to disclose the breach of shareholding thresholds.
Breaches alleged against Prologue
In October 2014, Prologue initiated a project of takeover bid by means of an exchange offer of shares of O2i. On 2 April 2015, the AMF published a decision of non-compliance of the planned offer. On the same day, Prologue published a press release inviting all O2i’s shareholders and bearers of bonds convertible into shares to conclude individual capital contribution agreements with it.
Prologue was accused of having, through this press release and the capital contribution agreements that followed, improperly pursued the proposed public exchange offer that had been declared non-compliant, or at least initiated a new public exchange offer under the same terms.
The Enforcement Committee considered that some of the procedures for implementing the exchange of securities presented in this press release differed from those of the proposed exchange offer and that the press release merely expressed the continuation of the possibility of over-the-counter capital contribution agreements, which had been publicly announced from the outset and which was to be suspended only during the period of the exchange offer. It concluded that Prologue had neither opened the exchange offer that had been declared non-compliant nor proposed a new exchange offer. The Committee therefore dismissed the breaches based on Prologue's infringement of the operating rules and general principles governing public offers.
Conversely, it considered that in carrying out five capital increases as consideration for the above-mentioned capital contributions through the issue of shares subsequently admitted to trading on Euronext, without drawing up a prospectus subject to prior approval by the AMF, Prologue had failed to comply with the rules governing the admission of securities to trading on a regulated market.
Breach alleged against Le Quotidien de Paris Editions
The Enforcement Committee decided that Le Quotidien de Paris Editions had failed to comply with the provisions of Article 329-5 of the AMF General Regulation, which were applicable at the time, by failing to disclose in its investment recommendations the existence of commercial ties with Prologue at the time of the events, which were likely to constitute a significant conflict of interest.
The Committee noted in this respect that Le Quotidien de Paris Editions could not be exempted from its responsibility on the grounds that it had disclosed the existence of financial ties likely to constitute significant interests in Prologue at the same time, in its legal notices.
Breach alleged against Nicolas Miguet
Lastly, the Enforcement Committee cleared Mr. Nicolas Miguet, President of the Association pour la Représentation des Actionnaires Révoltés. Some members of the Association, who are shareholders of Prologue, had sent him proxies to exercise their voting rights at general meetings. He had been accused of failing to disclose the breach of several shareholding thresholds owing to these proxies. The Committee ruled that Mr Miguet was not obliged to disclose the breach of these thresholds.
An appeal may be lodged against this decision.
About the Enforcement Committee
The Enforcement Committee, which is made up of judges and professionals, has total freedom to make decisions. It can impose sanctions on any person or company whose practices contravene laws and regulations that fall within the jurisdiction of the AMF. It ratifies settlement agreements signed by the Secretary General and respondents. And it takes part in the AMF’s educational efforts by clarifying financial regulations when explaining its decisions.
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Head of publications: The Executive Director of AMF Communication Directorate. Contact: Communication Directorate – Autorité des marches financiers 17 place de la Bourse – 75082 Paris cedex 02