French Monetary and Financial Code
In forceI. - The General Regulation of the Autorité des marchés financiers sets the conditions applicable to the offer and squeeze-out procedures in the following cases:
1° When the majority shareholder(s) of a company whose registered office is in France and whose shares are admitted to trading on a regulated market or whose shares have ceased to be traded on a regulated market in a Member State of the European Union or in another State party to the Agreement on the European Economic Area holds in concert, within the meaning of Article L. 233-10 of the Commercial Code, at least 90% of the capital or voting rights;
2° Where a company whose registered office is in France and whose shares are admitted to trading on a regulated market in a Member State of the European Union or in another State party to the Agreement on the European Economic Area takes the form of a société en commandite par actions ;
3° Where the natural person(s) or legal entity(ies) controlling, within the meaning of Article L. 233-3 of the Commercial Code, of a company whose registered office is in France and whose shares are admitted to trading on a regulated market in a Member State of the European Union or in another State party to the Agreement on the European Economic Area, propose to submit for the approval of an Extraordinary General Meeting one or more significant amendments to the provisions of the Articles of Association, in particular relating to the form of the company, the conditions governing the sale and transfer of equity securities and the rights attaching thereto, or decide in principle to merge the company with the company controlling it or with another company controlled by the latter, to sell or transfer all or most of its assets to another company, to reorient the company's business or to cancel all payments on equity securities for several financial years. In such cases, the AMF assesses the consequences of the transaction with regard to the rights and interests of holders of the company's equity securities or voting rights in order to decide whether a public buyout offer should be made.
II. - 1. The General Regulations of the Autorité des marchés financiers shall set the terms and conditions according to which, at the end of any public offer and within three months of the close of such offer, any securities not tendered by minority shareholders, provided that they do not represent more than 10% of the capital and voting rights, shall be transferred to majority shareholders at their request, and the holders of such securities shall be compensated.
2. In accordance with the procedures set out in the General Regulations of the Autorité des Marchés Financiers (AMF), compensation shall be equal, per share, to the price offered in the last offer or, where applicable, to the result of the valuation carried out using objective methods applied in the case of asset disposals, and shall take into account, according to a weighting appropriate to each case, the value of the assets, profits made, stock market value, the existence of subsidiaries and business prospects.
3. If all or part of the initial public offer is in the form of an exchange of securities, the compensation may consist of a settlement in securities, provided that a cash settlement is offered as an option, in accordance with the procedures set out in the General Regulations of the Autorité des marchés financiers.
4. The amount of compensation due to holders of unidentified securities shall be deposited, and where the holders referred to in point 3 are not identified, the compensation shall be paid in cash. The terms of the deposit shall be set by the General Regulation of the Autorité des marchés financiers.
III. - The general regulations of the Autorité des marchés financiers shall also set the terms and conditions for applying the procedure provided for in II of this article to securities giving or capable of giving access to the capital, where the capital securities likely to be created, in particular by conversion, subscription, exchange or redemption of securities giving or capable of giving access to the capital which have not been presented, when added to the existing capital securities which have not been presented, do not represent more than 10% of the sum of the existing capital securities likely to be created.
IV. - 1° of I and II and III are also applicable, in accordance with the procedures laid down by the general regulations of the Autorité des marchés financiers, to financial instruments traded on any market for financial instruments that does not constitute a regulated market in a Member State of the European Union or another State party to the Agreement on the European Economic Area, where the person managing this market submits a request to the authority.
