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25 February 2020

Submitting information as part of a financial transaction

I am an issuer or one of its advisers and I must submit information as part of a financial transaction. How to submit it to the AMF? Find here the useful information for meeting your obligations.

Summary

    I submit a prospectus

    Before launching a public offer for a total amount exceeding €8 million and before an admission of securities to a regulated market, a draft prospectus shall be submitted to the AMF by email to the following address: depotprospectus [at] amf-france.org. A copy shall be included for the person in charge of the dossier and their manager in the Corporate Finance Directorate.

    Note:

    • AMF Instruction DOC-2019-21 specifies the additional documents to be provided;
    • Instruction DOC-2019-19 specifies the content of the prospectus drawn up for public offers of shares in mutual and cooperative banks;
    • Instruction DOC-2019-20 specifies the content of the prospectus drawn up for public offers of "certificats mutualistes" of authorised mutual insurance companies ("SAMs"), authorised agricultural mutual insurance and reinsurance funds ("CRAMAs") and mutual insurance group companies ("SGAMs");
    • Instruction DOC-2019-22 specifies the information to be provided for a public offer of shares in a cooperative society incorporated in the form of a public limited company ("Société Anonyme").

    You can also refer to the "Prospectus" guide which presents the content of the prospectus and the conditions of approval by the AMF.

    I submit the final terms of a bond issue

    Issuers who have had a base prospectus approved by the AMF must submit via the ONDE extranet, during the document's period of validity, the final terms specific to each transaction. The AMF draws your attention to the fact that only issues of debt securities under the base prospectus relating to a public offer or an admission to trading have to be submitted to the AMF prior to execution of the transaction.

    Moreover, when the base prospectus is passported by the authorities of other Member States, the final conditions concerning a transaction carried out in one of those other Member States must be submitted to the AMF, even if the transaction in question is not executed in France. It is the AMF that will send the final conditions to the other Member States in which the base prospectus has been previously passported.

    Conversely, when the base prospectus has been approved by another EU authority and passported in France, the final conditions relating to a transaction on French territory must be submitted to the authority having approved the base prospectus, which will forward them directly to the AMF.

    I submit a summary information document

    Before launching a public offer for a total amount less than €8 million concerning unlisted financial securities, a summary information document shall be submitted to the AMF together with all marketing material at the following address: depotdis [at] amf-france.org.

    AMF Instructions DOC-2018-07 and DOC-2019-22 specify the procedures for presentation of this information, the procedures for sending this document to investors, and its accessibility on the issuer's website and the procedures for submitting this document to the AMF.

    Download a summary information document template

    I submit a universal registration document (URD)

    The universal registration document is submitted to the AMF via the ONDE extranet.
    The documents accompanying this submission are specified by Instruction DOC-2019-21 (in French only).

    If the universal registration document contains regulated information (e.g. an Annual Financial Report), you must also submit it via ONDE.

    For any questions on the content of the submission, contact your portfolio manager in the AMF's Corporate Finance Directorate.

    I submit my marketing materials

    Marketing materials relating to a public offer as provided for in Article 212-28 of the AMF General Regulation shall be submitted to the AMF before being published:

    • for the Unit Head; and
    • for the person in charge of the dossier

    Instruction DOC-2019-21 specifies the documents to be provided and the conditions of submission.

    • In the case of structured debt securities within the scope of Article 212-28 of the AMF General Regulation issued by credit institutions (or their dedicated issuance vehicles where applicable), marketing materials shall be submitted, in their final version, at the following address: depotdoc-commerciale [at] amf-france.org
    • In the case of an "incoming" passport, this material shall be submitted at the following address: passeport [at] amf-france.org.

    I submit information on share buyback

    My disclosure at D+7

    The transactions performed by an issuer within the framework of a share buyback programme and under the conditions of Article 5 of the Market Abuse Regulation shall be disclosed to the AMF no later than at the end of the seventh trading day following the transaction.

    The form to be used can be downloaded here and shall be sent by email to the AMF at rachatactions [at] amf-france.org.

    My monthly disclosure

    The monthly summary of transactions performed in France, referred to in Article 241-4 II of the AMF General Regulation, shall be sent to the AMF.

    The form to be used can be downloaded here and shall be sent by email to the AMF at rachatactions [at] amf-france.org.

    In this form the issuer shall provide information on the share buybacks that it performs directly and those that it performs via a liquidity contract.

    My annual disclosure

    See section on submitting financial information > outside of a transaction.

    I declare a liquidity contract and I disclose information on its implementation

    Pursuant to Article 3 of AMF decision No. 2018-01 of 2 July 2018, you must forward the following information to the AMF at contratsDeLiquidite [at] amf-france.org:

    • Before its implementation, a copy of the liquidity contract;
    • During implementation of the liquidity contract and in the month following its half-year expiry date, the information made public in accordance with paragraph 3 of Article 2 of Decision No. 2018-01 of 2 July 2018, namely a review reporting on implementation of the contract (available resources in securities and cash, for each trading day: the number of buy and sell transactions executed, and the trading volume in terms of the number of securities and capital); 
    • When the liquidity contract is terminated, the information made public by virtue of 4 of Article 2 of Decision No. 2018-01 of 2 July 2018, namely the fact that the contract has stopped being implemented, the way in which it was implemented and the reason for or cause of its termination.

    I report stabilisation operations

    To benefit from the exemption mentioned in Article 5 of the Market Abuse Regulation, stabilisation transactions must comply with the conditions for disclosure and intervention regarding price and volume, specified in the above-mentioned article and in the delegated Regulation 2016/1052. Issuers, offerors or entities carrying out stabilisation, who may or may not be acting on behalf of these persons, shall report the details of all stabilisation transactions to the AMF within 7 days.

    These reports must follow a specific format. They should be sent to surveillance [at] amf-france.org.

    They must be effectively and fully disseminated on the issuer's website.

    I submit information within the framework of a takeover bid

    I choose the competent authority to control any takeover bid

    Pursuant to Article 4 of Directive 2004/25/EC on takeover bids, a listed company may have to choose its competent authority for the control of takeover bids it might be the target of.

    A standard declaration template for choosing the AMF as a competent authority is available here. It should be sent to the AMF in hard-copy format at the following address:

    Autorité des marchés financiers

    Direction des Emetteurs

    Division des offres publiques

    17, place de la bourse

    75082 Paris Cedex 02, France

    Information documents filed by the offeror and the offeree

    Before launching a takeover bid, information prospectuses shall be submitted by the offeror and the offeree, jointly or separately, to the following address:

    Autorité des marchés financiers

    Direction des Emetteurs

    Division des offres publiques

    17, place de la bourse

    75082 Paris Cedex 02, France

    Their content is specified by the AMF Instruction DOC-2006-07.

    Daily disclosure of buying and selling on the market

    Once the terms of a draft public offer have been announced (i.e. the start of the pre-offer period), strict rules apply to trading in the securities concerned. Transparency procedures are strengthened for offers involving the securities of the target company and, where applicable, those of the bidder (especially where all or part of the offer is to be settled in securities). The same holds throughout the offer period until the end.

    One must disclose trading or transactions occuring during the offer period no later than the following trading day by using, for the persons or entities referred to in I of Article 231-46 and Article 231-47 of the AMF General Regulation, the type I form.

    Each form should be accompanied by a headed covering letter signed by a duly authorised person. It should specify the contact details of a person who could be reached by an AMF representative should any details or supplements are needed.

    The form should be sent to the AMF, by the reporting entity itself or by its advisers, via email to reportingOPA [at] amf-france.org