French Monetary and Financial Code
In forceI. - If, at the close of a public offer referred to in this Section or in Section 2 of this Chapter, the person who filed the draft offer, acting alone or in concert within the meaning ofArticle L. 233-10 of the Commercial Code, does not hold a number of shares representing more than half of the capital or voting rights, the offer shall lapse automatically. The General Regulation of the Autorité des Marchés Financiers shall set out the conditions and cases of application of this I.
II. - Where a bid referred to in section 2 of this chapter lapses pursuant to I of this article, the person who filed the draft bid, acting alone or in concert within the meaning of article L. 233-10 of the Commercial Code, shall be deprived, for any general meeting held until such time as he holds the number of shares referred to in I of this article, of the voting rights attached to the shares he holds in the company for the quantity exceeding :
1° The threshold of three-tenths of the capital or voting rights, if the draft offer has been filed by a person, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, who has exceeded, directly or indirectly, the threshold of three-tenths of the capital or voting rights;
2° Or the number of shares it held prior to crossing the threshold of one hundredth of the capital or voting rights referred to in the first paragraph of I of Article L. 433-3 of this Code, in the event that the draft offer was filed by a person, acting alone or in concert within the meaning of Article L. 233-10 of the Commercial Code, holding, directly or indirectly, between three-tenths and half of the capital or voting rights and who, in less than twelve consecutive months, has increased his holding by at least one-hundredth of the company's capital or voting rights.
III. - Any person, acting alone or in concert within the meaning of article L. 233-10 of the Commercial Code, who has filed an offer as referred to in section 2 of this chapter or who holds, directly or indirectly, between three-tenths and one-half of the capital or voting rights and who has filed an offer as referred to in this section, whose offer has lapsed pursuant to I of this article, may not increase its holding of capital or voting rights unless it informs the Autorité des marchés financiers and files a draft public offer to acquire a specified quantity of the company's securities. Failure to do so will result in the loss of the voting rights attached to the shares held in excess of the initial shareholding or voting rights.
