Tuesday May 13 2014

News Source: Global Disclosures

Focus: Takeover and Acquisition

Type: General

Country: France




The French Financial Markets Authority (AMF) has published a public consultation concerning amendments on provisions of its General Regulations relating to France takeovers (Title III of Book II).

The proposed amendments are being adopted pursuant to Act No. 2014-384 of 29 March 2014 on reclaiming the real economy. They include the following:

  • the introduction of a sunset threshold (minimum acceptance threshold, below which an offer will be held to be invalid) for takeover bids (proposed to be 50%, however the AMF may remove or lower this as required in certain circumstances, e.g. where the offeree company is already controlled within the meaning of Article L. 233-3 of the Commercial Code by a person other than the offeror; intentions or commitments not tendered in the offer have been expressed or entered into by the shareholders of the target company; there are one or more competing offers; legislative, regulatory or statutory requirements prevent any change of control transaction;), voting rights shall be deprived where the sunset threshold is not met.
  • declarations of intent during an offer period – the requirement to make a “declaration of intention” on an increase in the holding of shares individually or in concert to 2% or more of the share capital of the target company since the beginning of the offer period/pre-offer period shall continue to apply, but shall now be extended to all shareholders which hold more than 5% of capital or voting rights when they acquire a security of the target company during the offer period.
  • lowering the threshold for “speeding” acquisition rules from the current 2% to 1% within a twelve-month period where a person holds between 30% and 50% of the total shares or voting rights of a company (the rules shall also apply to persons who have launched a bid but failed to meet the sunset clause threshold conditions).
  • strengthening the role of works councils in public offers, andthe abandonment of the “principle of neutrality” of management bodies during the offer period.

Responses to the consultation must be received no later than 2nd June 2 to the following address: directiondelacommunication@amf-france.org

Click on the above link for the consultation paper (in French).