FRANCE: AMF consultations on disclosure of voting rights and France takeover bids

Monday December 20 2010

The AMF has announced that provisions of the Banking and Financial Regulation Act interact with the AMF General Regulation to establish various provisions. Since these provisions will require amendments to Book II of the General Regulation, on Issuers and Financial Disclosure, the AMF is holding two public consultations relating to:

A) disclosure of voting rights, share financing transactions and debt security buybacks without cancellation;

B) takeover bids.

AMF public consultation on the draft General Regulation concerning the provisions relating to disclosure of voting rights by issuers, transparency of share financing transactions and debt security buybacks without cancellation.

Articles 49, 55 and 76 of the Banking and Financial Regulation Act require the AMF General Regulation to establish disclosure requirements for:

(i) voting-rights disclosure by companies admitted to trading on an organised multilateral trading facility,

(ii) reporting of share financing transactions to the AMF and the public,

(iii) buybacks of debt securities not giving access to capital, carried out by issuers with the aim of enhancing the liquidity of those securities.

These requirements will entail changes to the AMF General Regulation, so the AMF is holding a public consultation on the proposed amendments.

B) AMF public consultation on its draft General Regulation concerning takeover bid.Articles 50, 51, 53, 54 and 92 of the Banking and Financial Regulation Act, which come into force on 1 February 2011, have amended the law on takeover bids.

The proposed amendments to the provisions of the AMF General Regulation concerning takeover bids relate in particular to:i. the arrangements for mandatory bids on regulated markets:

– reduction to 30% of the trigger threshold for filing a draft offer,

– upholding of the previous rules (“grandfather clause“) applicable to shareholders holding an interest of between 30% and one-third at 1st January 2010,

– method for calculating the 30% threshold,- floor price for a mandatory bid,

– elimination of standing market offers;

ii. the arrangements for takeover bids on organised multilateral trading facilities:

– elimination of standing market offers and introduction of mandatory bids;- introduction of procedures for buyout offers followed by squeeze-outs and for squeeze-outs;

iii. implementation of mandatory buyout offers for intra-group mergers.Responses must be submitted no later than Wednesday 5 January 2011.

Click on the above link for more details.