Section 1: Takeover bids and public exchange offers

Articles in this section · 4

L433-1L433-1-1L433-1-2L433-2

Article L433-1

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I. - In order to ensure shareholder equality and market transparency, the General Regulation of the Autorité des Marchés Financiers (AMF) sets the rules for public offers of financial instruments issued by a company whose registered office is in France and which are admitted to trading on a French regulated market.

II. - These rules also apply to public offers for financial instruments issued by a company whose registered office is located in a Member State of the European Union or in another State party to the Agreement on the European Economic Area other than France when the equity securities of this company to which voting rights are attached :

1° Are not admitted to trading on a regulated market in the State in which the company has its registered office, and

2° Have been admitted to trading on a regulated market in a Member State of the European Union or another State party to the European Economic Area for the first time in France.

Where the first admission referred to in 2° occurs simultaneously in several Member States of the European Union or other States party to the Agreement on the European Economic Area before 20 May 2006, the Autorité des marchés financiers shall lay down the rules referred to in I where it has been declared the competent authority for supervising the offer by the supervisory authorities of the other Member States of the European Union concerned. Failing this, where such a declaration has not been made within four weeks of 20 May 2006, the Autorité des marchés financiers shall set the rules referred to in I where it has been declared the competent authority for supervising the offer by the company that is the subject of the offer.

Where the first admission referred to in 2° occurs simultaneously in several Member States of the European Union or other States party to the Agreement on the European Economic Area after 20 May 2006, the Autorité des marchés financiers shall set the rules where it has been declared competent to supervise the offer by the company that is the subject of the offer.

Under the conditions and in accordance with the procedures laid down by the General Regulation of the Autorité des marchés financiers, the company that is the subject of the bid and that declares the Autorité des marchés financiers to be the competent authority for supervising the bid shall inform the Autorité des marchés financiers, which shall make this decision public.

III. - The General Regulation of the Autorité des marchés financiers sets the conditions under which the rules mentioned in I apply to public bids for financial instruments issued by companies whose registered office is located outside a Member State of the European Union or another State party to the Agreement on the European Economic Area and which are admitted to trading on a French regulated market.

IV. - The General Regulation of the Autorité des marchés financiers may also set the conditions under which the rules provided for in I apply to public offers for financial instruments admitted to trading on a financial instruments market other than a regulated market, at the request of the person managing the market.

V. - Any person who has reasonable grounds for believing that he is preparing a public offer may be required to declare his intentions to the Autorité des marchés financiers, under the conditions and in the form laid down by the latter's General Regulations. This is the case, in particular, when financial instruments admitted to trading on a French regulated market are the subject of a significant movement.

The public shall be informed of any such declaration in accordance with the conditions laid down by the General Regulation of the Autorité des marchés financiers.

The General Regulation determines the consequences of this declaration of intent. In particular, they shall specify the conditions under which the filing of a draft public offer by any person who has, within a period set by the General Regulation of the Autorité des marchés financiers, denied having the intention of filing such an offer may be refused.

Mariela Petrova

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A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

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Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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