FRANCE: AMF consultation on France takeover bids

Friday December 23 2011

The AMF is putting out to public consultation changes to certain provisions in its General Regulation (Book II, Title III) relating to France takeover bids.

The key changes being considered are as follows:

– Introduction of a 50% acceptance condition for all voluntary offers covered by the normal procedure (Article 231-9): such offers shall automatically become null and void if the offeror does not hold at least 50% of the target company`s share capital or voting rights at the end of the offer period, irrespective of the withdrawal threshold specified by the offeror;

– Extension of the condition precedent relating to antitrust referred to in Article 231-11 such that it also applies to competition rules other than those prevailing in Europe or the United States, subject to a materiality test;

– Authorisation for the offeror to carry out a share buyback programme when the offer consideration consists in shares of the offeror (Article 231-41);

– Alignment of reporting requirements in respect of the purchase and sale of securities targeted by an offer during the offer and pre-offer periods (Articles 231-46, 231-47, 231-48 and 231-51) with rules and regulations governing the notification of major holdings in listed companies;

– Introduction on organised multilateral trading facilities (Alternext) of two new exemptions to the requirement to file a mandatory offer: these exemptions will apply when the threshold of 50% of share capital or voting rights is exceeded consecutive to

(i) the subscription of a restricted capital increase or

(ii) the exercise or conversion of securities giving access to equity.

Responses are to be received by 31 January 2012.

Click on the above link for more details.