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
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
Comments for this consultation are now closed, and the AMF should
issue its amended Rulebook shortly.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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