Any non-French company (the "Company") which is listed on the Paris Bourse must furnish to the public and to various stock exchange and other authorities the information summarized below.
I. Information required by the Commission des Operations de Bourse ("COB")
Article 36 of the Reglement COB no. 88-04 relating to the information to be given by public companies requires the Company to give to the French shareholders the same information required by the rules and regulations of other securities markets or exchange. The information is generally required to be published in the French financial press and must be submitted to the COB prior to such publication. Information filed with the COB is generally available to the public which may consult the COB's files with respect to any listed company.
At a minimum, the Company is required to:
- inform the shareholders of any general meeting of shareholders in order to allow them to exercise their voting rights;
- inform the shareholders of any payment of dividend, issue of shares, distribution, subscription, waiver or conversion;
- inform the COB as soon as possible of any proposed amendment to the Company's statuts;
- publish, within 6 months after the end of each fiscal year, the financial statements and the management report, translated into French in part or in whole (extracts must include the financial statements, and information about the current orientations and main decisions relating to the Company's future);
- give information with respect to any change in the ownership of the Company's shares, since the previous information published; publication of such information, however, is made by the CBV (see III below);
- provide, in the French financial press, information of the operations and results of the first six months, including, at a minimum, consolidated net sales and pre-tax profit, within 4 months after the end of the first six months of the fiscal year;
- publish, as soon as possible, any change with respect to the rights attached to a class of shares.
In addition, article 4 of the Reglement COB nø 90-02 requires the Company to inform the COB and the public of any event which may significantly affect prices of the shares on the Paris Bourse.
The COB may also impose additional disclosure obligations on the Company, depending on the circumstances (e.g. if the Company is not listed on its home market).
II. Information required by the Conseil des Bourses de Valeurs ("CBV")
Article 3-1-2 of the Reglement General provides that the Company is required to:
- send to the CBV the minutes of each shareholders' meetings, translated into French;
- inform the CBV of any amendment to the Company's statuts, as well as of any measure taken by the Company relating to its securities;
- submit to the approval of the CBV the issuing and subscription calendar relating to any financial operation with a preferential or priority right;
- inform the CBV of any event which may significantly affect prices or trading volume of the shares on the Paris Bourse;
- send to the CBV any press release published by the Company, as well as financial or economic documentation published by the Company;
- ensure, with respect to securities listed on the Paris Stock Exchange, at no charge to the holders of such securities, the registration of such securities and the distribution to holders of dividends or interest paid by the Company, and to inform the CBV of any change in the entity responsible for making such distribution to holders; and
- furnish to the CBV, in the event of a listing of the securities of the Company on a foreign market or exchange, the same information as the information which is provided to the authorities of these markets.
III. Holding and transfer of the shares
A. Under applicable foreign law, any individual or entity that acquires, directly or indirectly, certain percentages of the share capital or the voting rights of the Company may be required to notify the Company. In such case, the Company must in turn inform the CBV within 5 business day of such notification (decision no. 90-2767 of August 13, 1990 of the CBV). The CBV will publish a notice within 9 business days of such notification to the Company.
IV. Securities offerings
A. A prospectus describing any offering by the Company of its securities in France must be filed with the COB and the CBV (Reglement no. 91-02 of the COB and Reglement General of the CBV).
B. Prior to publicizing an offering of the Company's securities in France, the Company must publish an announcement in the Bulletin des Annonces Legales Obligatoires ("BALO") ( Law of January 30th, 1907, art. 3).
V. Filing with the Commercial Court
A. Prior to publicizing an offering of the Company's securities in France, the Company must file its statuts with the Commercial Court (and thereafter publish an announcement in the BALO providing the number of such deposit) (Law of January 30th, 1907,art. 3).
B. Any amendment to the Company's statutes must be filed with the Commercial Court (with an announcement in the BALO).
I. Periodic Information
1. Financial information
- Financial statements and management report no later than June 30, each financial year (for a financial year ending on December 31); at minimum certain extracts must be translated into French (COB, CBV, French Press)
- At a minimum consolidated net sales and pre-tax profit for the first 6 months of each financial year (possibly with additional information on the operation and results of the Company) no later than October 31 of each financial year (for a financial year ending on December 31) (COB, French press)
- Same financial information as provided to other securities markets or exchanges (e.g. NYSE) (COB, CBV, French press). With respect to quarterly reports, the COB requires that the main features (consolidated net sales and the pre-tax profit) be published in the French financial press.
- Notice of annual shareholders' meetings (COB, CBV, French press)
- French translation of the minutes of annual shareholders' meetings (CBV, COB)
- Payment of dividends or other distributions (COB, CBV, French press)
II. Information Required Upon Occurrence of Certain Events
1. Financial operations
- Notice of any other shareholders' meetings (COB, CBV, French Press)
- French translation of the minutes of any such other shareholders' meetings (CBV, COB)
- Issuance of securities or rights (BALO, filing with the Paris Commercial Court, COB, CBV, French press)
- Modification of the statuts (including modifications to the rights attached to a class of shares) (BALO, filing with the Paris Commercial Court, COB, CBV, French press)
- Secondary offerings of securities (BALO, COB, CBV, French press)
- Same information as provided to other securities markets or exchanges (e.g. NYSE) (COB, CBV, French press)
- Disclosure of certain changes in shareholdings (CBV, COB)
- Events which may significantly affect prices or trading volumes (COB, CBV, French Press)
- Information published by the Company (COB, CBV, French press)
- Same information as provided to other securities markets or exchanges (e.g. NYSE) (COB, CBV, French press).
The contents of this article are intended as a general guide. Specialist advice should be sought for your specific circumstances.
For further information contact Herve Letreguilly on +33 1 44 71 17 17, or enter a text search 'Shearman and Sterling' and 'Business Monitor'.