Further to legislation no. 2014-384 dated March 29, 2014, which overhauled a number of tender offer rules, the French Securities Regulator (the "AMF") has been consulting on proposed changes to its rulebook to adjust it to the revised legislative action.

First, the law introduced a mandatory acceptance condition set at 50 percent of the share capital or voting rights, with the result that if a bid fails to fulfill this condition, it will lapse and the tendered shares will be returned to their holders. As a result of this change, it is proposed that the AMF Rulebook set out exemptions from the mandatory acceptance condition, rules regarding suspension of voting rights if a mandatory bid lapses and restrictions on dealings rules during the offer period for a bid subject to the mandatory acceptance condition.

Another mandatory bid triggering event—where a shareholder holding between 30 percent and 50 percent of a company's capital or voting rights raises that stake by more than 2 percent over 12 consecutive months—was lowered to 1 percent, which required coordination in the AMF Rulebook.

The greater role allocated to the works council in the takeover bid process implied adjusting the timeframe of tender offers and disclosure of market-sensitive information.

Finally, the legislative action put an end to the statutory board passivity rule set out in the Takeover Directive during the offer period, which has been implemented into the proposed AMF Rulebook. 

Comments for this consultation are now closed, and the AMF should issue its amended Rulebook shortly.  

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