(i) If bonds are publicly offered in France, the issuer (whether French or foreign) must prepare and have approved by the COB a French language prospectus, in a simplified form (if the bonds are not to be listed in France) or in a more detailed form (if the bonds are to be listed in France).

If the issuer is not a French company (but is registered in another EU country), and the securities are publicly offered in its home country, and the issuer has filed a prospectus with the stock exchange authorities of its home country under local regulations, the issuer may then use such prospectus in France under the rules governing mutual recognition of prospectuses in the EU. In order to do so, the entire prospectus must be translated into French, supplemented with information relating mainly to the French tax rules, the name of the bank(s) which will handle the payment of dividends in France, and the procedure for publication of information to the public. Such documents, together with the certification issued by the stock exchange authority of the issuer's home country, must be filed with the COB.

Similarly, a French company may generally use a COB approved prospectus in another EU country in which it publicly offers its securities.

(ii) If the bonds are privately placed in France, there is no prospectus requirement.

However, if the securities are eurobonds, a number of requirements will have to be complied with. Under French regulations enacted by the Comite des Emissions, a eurobond is a bond offered to non-French residents. Eurobonds may not be offered to the public (otherwise they are not qualified as eurobonds, but constitute domestic bonds, governed by the rules described in III(i) above). However, eurobonds may be privately placed in France; they may also be resold in France if they are listed in France, as described below.

In the event that eurobonds are offered to the public outside France, or are listed on a non-French stock exchange (such as, typically, Luxembourg), they will have to be listed on the "compartiment international" of the "cote officielle" of the Paris Bourse, even though they are not (and may not be) offered in France to the public. In order to be listed, a prospectus (which may be in English) must be approved by the COB.

For further information contact please contact Herve Letreguilly on +33 1 44 71 17 17, or enter a text search 'Shearman and Sterling' and 'Business Monitor'.