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Decree Of 1 September 2005 Approval Of Amendments To The General Regulations Of The Amf

Original Language Title: Arrêté du 1er septembre 2005 portant homologation de modifications du règlement général de l'Autorité des marchés financiers

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JORF n°209 of 8 September 2005 page 14589
text No. 12



Decree of 1 September 2005 on the approval of amendments to the general regulation of the Autorité des marchés financiers

NOR: ECOT0520028A ELI: https://www.legifrance.gouv.fr/eli/arrete/2005/9/1/ECOT0520028A/jo/texte


Minister of Economy, Finance and Industry,
Considering the monetary and financial code, including its article L. 621-6;
Having regard to the decision of 12 November 2004 concerning the approval of books II to VI of the General Regulation of the Autorité des marchés financiers;
Considering the letters of the President of the Autorité des marchés financiers of 9 June and 5 August 2005,
Stop it!

Article 1 Learn more about this article...


In section 2 of the above-mentioned decision of November 12, 2004, the words: "No.96-03 on the rules of conduct applicable to the third-party management service, with the exception of section 6" are replaced by the words: "No.96-03 on the rules of conduct applicable to the third-party management service".

Article 2


Amendments to Books I to V of the General Regulation of the Autorité des marchés financiers, the text of which is annexed to this Order shall be approved.

Article 3


This Order and the amendments to the general regulation of the Autorité des marchés financiers annexed to it will be published in the Official Journal of the French Republic.

Annex


A N N E X E
MODIFICATION OF LIVERS I TO V OF THE GLOBAL REGULATION
OF THE AUTHORITY OF FINANCIAL MARKES


The general regulation of the Autorité des marchés financiers is amended as follows:
I. - Articles 141-1 to 141-4 are as follows:
"Art. 141-1. - When they exercise the receiving-transmission investment service by registering the transactions in their books in their capacity as account content or preservative account content, the trading-investment service for own account or enforcement of orders on behalf of third parties, the persons mentioned in the 1st of the II of Article L. 621-9 of the monetary and financial code shall report to the AMF of all the transactions that are regulated
"The transactions to be reported include temporary assignment transactions relating to the financial instruments referred to in 1° or 3° I of Article L. 211-1 of the monetary and financial code allowed to negotiations on a regulated market referred to in Article L. 421-1 of the monetary and financial code.
"This record shall be made as soon as the transaction has been made or no later than the next business day if it is carried out by the implementation of the direct procedure referred to in section 141-3.
"Art. 141-2. - When the transaction referred to in the first paragraph of Article 141-1 concerns a financial instrument referred to in 1°, 2° or 3° of I or in 1° of Article L. 211-1 of the monetary and financial code, the record covers the characteristics of the transaction, including the place of negotiation, the meaning, the number of financial instruments negotiated, the price, the amount, the date and the time, the nature for account and
"When the transaction consists of a temporary assignment transaction, the report covers the characteristics of the transaction, including the meaning, maturity, quantity, rate of the loan as well as the date and time of the transaction.
"When the persons mentioned in 1° of II of Article L. 621-9 of the monetary and financial code intervened in a temporary assignment, they report to the AMF on a daily basis on the current positions, specifying, for each, its meaning and quantity of financial instruments.
"Art. 141-3. - I. - When a person mentioned in 1° of II of Article L. 621-9 of the monetary and financial code:
« 1° Performs an order on a regulated French market, the market company shall report it to the place and place of the person mentioned in the first paragraph;
« 2° Performs, on a regulated market of a State Party to the agreement on the European Economic Area other than a regulated French market, an order relating to a financial instrument referred to in 1° of I of Article L. 211-1 of the monetary and financial code allowed to negotiations on a regulated French market, the record is sent by the implementation of the direct procedure established between the supplier and the AMF in accordance with the technical terms provided by an instruction of the AMF;
« 3° Executes outside a regulated market an order relating to a financial instrument referred to in 1° of the I of Article L. 211-1 of the monetary and financial code allowed to negotiations on a regulated French market, the record is sent to the market company in accordance with the technical terms provided by an instruction of the AMF; the market company transmits this report to the AMF;
« 4° Executes outside of a regulated market an order relating to a financial instrument referred to in 2° of Article I of Article L. 211-1 of the monetary and financial code, admitted to negotiations on a regulated market, the record is sent by the implementation of the direct procedure established between the supplier and the AMF in accordance with the technical terms provided by an instruction of the AMF.
“II. - When a person referred to in 1° of II of Article L. 621-9 of the monetary and financial code is required to report to the AMF in its capacity as the receiver transmitting orders, account content or conservative account content, it shall record the transaction by the implementation of the direct procedure established between the supplier and the AMF in accordance with the technical terms provided by an AMF instruction.
"Art. 141-4. - The market enterprises referred to in Article L. 441-1 of the monetary and financial code shall report to the AMF on a daily basis on orders received from the members of the markets they manage and the resulting transactions.
"Managers of financial instrument regulation and delivery systems, central depositaries and financial instrument compensation chambers referred to in the 3rd and 6th of the II of Article L. 621-9 of the monetary and financial code shall report to the AMF on a daily basis the instructions received from their members, their apparel, their disconnection and the assets of each member recorded in their books. »
II. - Title I of Book II is as follows:


« TITRE I



« PUBLIC APPEL TO THE EPARGNE



“Chapter I



" Scope of application



“Section 1



“Definition


"Art. 211-1. - Persons or entities that carry out a public-call savings transaction within the meaning of Article L. 411-1 of the monetary and financial code are subject to Chapter II of this title when the transaction relates to:
« 1° The financial instruments mentioned in the 1st and 2nd of Article L. 211-1 of the said Code;
« 2° The financial instruments referred to in 3° of I of Article L. 211-1 referred to above when issued by the bodies mentioned in 2° to 4° of I of Article L. 214-1 of the monetary and financial code;
« 3° All equivalent instruments issued on the basis of foreign rights.
"The issuance or assignment of the financial instruments referred to in 1° of II of Article L. 211-1 referred to above shall be subject to Chapter III of this title.
"Art. 211-2. - Do not constitute transactions by public appeal to savings the transactions referred to in Article L. 411-2 of the monetary and financial code.
"In the sense of the second of the above-mentioned article, it is not an operation by public appeal to savings that the issuance or assignment of financial instruments referred to in 1° or 2° of Article L. 211-1 of the monetary and financial code issued by an anonymous company, a share-sponsored company or another equivalent form of foreign law when the transaction presents one of the following characteristics:
« 1° Its total amount is less than 100,000 euros or the counter-value of this amount in foreign currency;
« 2° Its total amount is between 100 000 euros and 2,500 000 euros or the counter-value of these amounts in foreign currency and covers financial instruments that do not represent more than 50% of the capital of the issuer.
"The total amount of the transaction referred to in 1° or 2° is calculated over a twelve-month period following the date of the first operation;
« 3° It is addressed to investors who acquire the financial instruments that are the subject of the transaction for a total amount of at least 50,000 euros or the counter-value of that amount in foreign exchange by investor and by separate transaction;
« 4° It covers financial instruments with a nominal value of at least 50,000 euros or the counter-value of that amount in foreign currency.


“Section 2



“Operations outside the field
of the public appeal to savings


"Art. 211-3. - Transactions carried out outside the scope of the Public Savings Call in respect of financial instruments admitted or not to negotiations on a regulated market, referred to in sections L. 411-1, L. 411-2 and L. 412-1 of the monetary and financial code, do not result in the establishment of a prospectus referred to by the AMF.
"Art. 211-4. - The initiator, or the intermediary conducting the transaction, as the case may be, shall inform investors participating in an operation referred to in section 211-3:
« 1° That the operation does not give rise to a prospectus subject to the AMF visa;
"2° That persons or entities referred to in 4° of II of Article L. 411-2 of the monetary and financial code may only participate in this transaction on their own account under the conditions established by Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the monetary and financial code;
« 3° That the direct or indirect public distribution of the financial instruments thus acquired may be carried out only under the conditions provided for in articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the monetary and financial code.


“Chapter II



"Information to be disseminated in the event of a public appeal to savings



“Section 1



“Prospectus


"Art. 212-1. - The persons or entities referred to in Article 211-1 shall prepare, prior to the completion of any operation in the territory of the European Economic Area, a prospectus project and submit it to the AMF or the competent control authority of another Member State of the European Community or to the agreement on the European Economic Area.


"Subsection 1



“Competent authority


"Art. 212-2. - The prospectus project is subject to the AMF's prior visa in the following cases:
« 1° The transmitter has its registered office in France and the operation carries:
“(a) On the financial instruments referred to in Article L. 621-8 of the monetary and financial code; or
“(b) On the financial instruments referred to in II of the above-mentioned article when the issuer chose the AMF to aim at its prospectus.
« 2° The operation is carried out in France and carries:
“(a) On the financial instruments referred to in II of the above-mentioned article when the issuer chose the AMF to aim at its prospectus; or
“(b) On the financial instruments referred to in IV of the aforementioned article.
« 3° The issuer has its statutory seat outside the European Economic Area and the transaction covers financial instruments referred to in I of the above-mentioned article as soon as:
“(a) The first operation was carried out in France after 31 December 2003, subject to the subsequent choice by the issuer when the transaction was not carried out by the issuer;
“(b) The first operation was carried out in a Member State of the European Community or a party to the agreement on the European Economic Area, other than France, after 31 December 2003 on the decision of an initiator other than the transmitter, and the latter chose to carry out in France the first operation of which he was the initiator.
"In the cases referred to in a or b, the issuer, whose financial instruments are already admitted to negotiations on a regulated market, notifies its decision to the AMF by December 31, 2005.
« 4° In cases other than those mentioned in 1° to 3°, the AMF may agree, at the request of the competent authority of another Member State of the European Community or party to the agreement on the European Economic Area, to aim at the prospectus project.
"Art. 212-3. - Where the AMF is not the competent authority to aim for the prospectus, the control authority having approved the prospectus shall notify the AMF, at the request of the persons or entities wishing to carry out a public-call transaction for savings in France, under the conditions referred to in sections 212-41 to 212-43, the certificate of approval and a copy of the prospectus, accompanied, if any, by a French translation.


"Subsection 2



“Exempt cases


"Art. 212-4. - The obligation to publish a prospectus does not apply to transfers or emissions relating to the following financial instruments:
« 1° The shares issued in substitution of shares of the same class already issued, if the issuance of these new shares does not result in an increase in the capital of the issuer;
« 2° The financial instruments offered on the occasion of a public exchange offer or equivalent foreign law procedure where the issuer made available a document, subject to the control of the AMF, including information equivalent to those to be included in the prospectus;
« 3° The financial instruments offered, awarded or to be allocated, on the occasion of a merger, splitting or partial intake of assets when the issuer made available a document, subject to the control of the AMF, including information equivalent to those to be included in the prospectus;
« 4° Shares offered, awarded or to be awarded free of charge to shareholders, as well as dividends paid in the form of shares of the same class as those entitled to these dividends, where the issuer makes available to the interested parties a document that includes information on the number and nature of the financial instruments and on the grounds and terms and conditions of the transaction;
« 5° The financial instruments offered, awarded or to be attributed to the former or existing directors or employees by their employer or by a related corporation where these financial instruments are of the same category as those already admitted to the negotiations on a regulated market and that the issuer makes available to the concerned a document containing information on the number and nature of the financial instruments as well as on the reasons and modalities of the transaction.
"The nature of the information referred to in this section shall be specified by an instruction of the AMF, if any.
"Art. 212-5. - The obligation to publish a prospectus does not apply to the admission to negotiations on a regulated market of the following categories of financial instruments:
« 1° Shares representing, over a period of twelve months, less than 10% of the number of shares of the same class already admitted to negotiations on the same regulated market;
« 2° The shares issued in substitution of shares of the same class already admitted to negotiations on the same regulated market, if the issuance of these new shares does not result in an increase in the capital of the issuer;
« 3° The financial instruments offered on the occasion of a public exchange offer or equivalent foreign law procedure where the issuer made available a document, subject to the control of the AMF, including information equivalent to those of the prospectus;
« 4° The financial instruments offered, awarded or required to be awarded in connection with a merger, splitting or partial intake of assets that were the subject of the procedure provided for in section 212-34;
« 5° Shares offered, awarded or to be awarded free of charge to shareholders, and dividends paid in the form of shares of the same class as those entitled to such dividends, where such shares are of the same class as those already admitted to negotiations on the same regulated market and the issuer made available a document containing information on the number and nature of the financial instruments as well as on the grounds and terms of the transaction;
« 6° The financial instruments offered, awarded or to be attributed to former or existing directors or employees by their employer or by a related corporation where these financial instruments are in the same category as those already admitted to negotiations on the same regulated market and that the issuer has made available a document containing information on the number and nature of the financial instruments as well as on the reasons and modalities of the transaction;
« 7° The actions resulting from the conversion or exchange of other financial instruments, or the exercise of the rights conferred by other financial instruments, where these shares are of the same category as those admitted to negotiations on a regulated market;
« 8° Financial instruments already admitted to negotiations on another regulated market when satisfied with the following conditions:
“(a) These financial instruments or financial instruments of the same category have been admitted to negotiations on this other regulated market for more than eighteen months;
“(b) For the financial instruments admitted for the first time to negotiations on a regulated market after the date of entry into force of this chapter, the admission to negotiations on this other regulated market was in conjunction with the visa of a prospectus made available to the public in accordance with sections 212-26 and 212-27;
"(c) For financial instruments not mentioned in b and admitted for the first time to negotiations after 30 June 1983 and before the date of entry into force of this chapter, a prospectus was approved in accordance with the requirements of these Regulations in its current drafting prior to 9 September 2005;
"(d) The issuer has met, on this other regulated market, all its periodic and ongoing reporting obligations;
“e) The issuer shall prepare a summary in French published and broadcast in accordance with section 212-27. In this case, the summary also specifies where the most recent prospectus can be obtained and where the financial information published by the issuer under the d is available.
"The nature of the information referred to in this section shall be specified by an instruction of the AMF, if any.


“Section 2



"Deposit, visa and distribution of prospectus



“Paragraph 1



"Deposit of prospectus


"Art. 212-6. - A prospectus project is filed with the FMA by the persons or entities referred to in section 211-1 or by any person acting on behalf of the persons or entities.
"The repository must be accompanied by the delivery to the FMA of documentation necessary for the instruction of the file and the content of which is determined by an instruction from the FMA.
"The persons or entities mentioned in the first paragraph specify, at the time of the submission of the prospectus project, whether the financial instruments concerned are admitted to the negotiations on a regulated market whose seat is fixed in a Member State of the European Community or part of the agreement on the European Economic Area or the official foreign exchange mark and whether an application for admission or an issue is underway or projected on other places.


“Paragraph 2



« Content of the prospectus


"Art. 212-7. - The prospectus contains all the information that, taking into account the particular nature of the issuer and the financial instruments that are the subject of the transaction, is necessary to enable investors to evaluate the assets, the financial situation, the results and prospects of the issuer and the potential guarantors of the financial instruments that are the subject of the transaction, as well as the rights attached to these financial instruments and the conditions of issuance.
"This information is presented in an easy to analyze and understand form.
"The prospectus is based on one of the diagrams and modules set out in sections 4 to 20 of Regulation (EC) No 809/2004 of 29 April 2004 or one of their combinations set out in section 21 of the Regulations for the different categories of financial instruments. The prospectus contains the information specified in Schedules I to XVII of the regulations referred to above according to the type of issuer and the category of financial instruments concerned. For the purposes of the above-mentioned regulation, the AMF will take into account the recommendations issued by the European Committee of Securities Market Regulators.
"Art. 212-8. - I. - The prospectus includes a summary, except where the application for admission to negotiations on a regulated market concerns debt securities with a nominal value of at least EUR 50,000 or the counter-value of that amount in foreign currency.
“II. - The summary outlines, in a non-technical language, the principal characteristics of the issuer, potential guarantors and financial instruments that are the subject of the transaction. The summary also outlines the key risks posed by the issuer, potential guarantors and the relevant financial instruments.
"The summary may take the form of the type model defined in an AMF instruction.
"III. - The summary also contains a warning stating:
« 1° That it should be read as an introduction to the prospectus;
« 2° That any decision to invest in the financial instruments that are the subject of the transaction must be based on a comprehensive review of the prospectus;
« 3° Where an action concerning the information contained in the prospectus is brought before a court, the complainant investor may, according to the national legislation of the Member States of the European Community or parties to the agreement on the European Economic Area, have to bear the costs of translation of the prospectus before the commencement of judicial proceedings;
« 4° That the persons who have presented the summary, including, where appropriate, its translation and have requested notification under section 212-42, shall be held liable only if the contents of the summary are misleading, inaccurate or contradictory to the other parts of the prospectus.
"Art. 212-9. - I. - The prospectus may be prepared in the form of a single document or separate documents.
“II. - A prospectus composed of several separate documents includes:
« 1° A reference document or, in view of the first admission of the securities mentioned in 1° of Article I of Article L. 211-1 of the monetary and financial code, a basic document, which includes the information relating to the issuer;
« 2° A note on financial instruments that includes information on financial instruments that are the subject of the transaction;
« 3° The summary referred to in section 212-8.
"Art. 212-10. - For a public-call savings transaction, the issuer who has a registered or covered reference document of the AMF is required to establish only a note on financial instruments and a summary.
"When a significant change or a new fact likely to affect the investor assessment occurs after the issuance of the visa on the latest updated version of the reference document or any supplementary note to the prospectus established pursuant to section 212-25, the financial instruments note provides information that should normally be included in the reference document.
"The financial instruments note and the summary are subject to the AMF visa.
"When a issuer has only filed a reference document without the issuance of a visa by the AMF, all documents, including updated information, are subject to the AMF visa.
"Art. 212-11. - The prospectus may incorporate information by reference to one or more documents, referred to in section 28 of Regulation (EC) No. 809/2004 of 29 April 2004, which were previously or simultaneously broadcast and referred to or filed with the AMF. This information is the latest available to the transmitter. The summary cannot include information by reference.
"When information is incorporated by reference, a correspondence table must be provided to allow investors to easily find specified information.


“Paragraph 3



« Language of prospectus


"Art. 212-12. - I. - When an assignment or issuance of financial instruments referred to in I and IV of Article L. 621-8 of the monetary and financial code is carried out only in France or in one or more other Member States of the European Community or parties to the agreement on the European Economic Area, including in France, the prospectus referred to by the AMF is written in French.
"By derogation, the prospectus may be written in a standard financial language other than French in the following cases:
« 1° The issue or assignment concerns financial instruments referred to in the II of Article L. 621-8 referred to above and is carried out only in France or in one or more other Member States of the European Community or parties to the agreement on the European Economic Area, including in France;
« 2° The issuer has its registered office in a State not a party to the agreement on the European Economic Area and the prospectus is established for an issue of financial instruments open to employees operating in subsidiaries or establishments in France.
"When the prospectus is written in a common language in financial matters other than French, the summary is translated into French.
“II. - When an admission to negotiations on a regulated market is provided only in France or in one or more other Member States of the European Community or parties to the agreement on the European Economic Area, including in France, the prospectus referred to by the AMF is written in French or in another usual financial language. In the latter case, the summary must be translated into French.
"When an admission to negotiations on a regulated market is provided in France for debt securities with a nominal value of at least 50,000 euros or the counter-value of that amount in foreign currency, the prospectus referred to by the AMF is written in French or in another usual financial language.
"III. - When a public-call savings transaction is provided in one or more Member States of the European Community or parties to the agreement on the European Economic Area, excluding France, the prospectus referred to by the AMF is written in French or in another standard language in financial matters.
"IV. - When the AMF is not the competent authority to aim for the prospectus and a public-appeal operation is planned only in France or in one or more other member states of the European Community or parties to the agreement on the European Economic Area, including in France, the prospectus is written and published in French or in another common language in financial matters. In the latter case, the summary must be translated into French.


“Paragraph 4



“Reference document


"Art. 212-13. - 1° An issuer may establish a reference document on an annual basis, under the conditions established by an AMF instruction.
"This reference document may take the form of the annual report for shareholders. In this case, a table of concordance shall be provided between the entries in the instruction referred to in the first paragraph and the corresponding sections of the annual report.
« 2° The reference document is filed with the AMF. When the issuer has not yet submitted three consecutive reference documents to the AMF, this document is registered by the AMF prior to its publication.
« 3° The day after its filing or, where appropriate, its registration, the reference document is made available free of charge to the public; it may be consulted at any time by any person who makes the request at the office of the issuer or by the agencies responsible for the financial service of the issuer; a copy of the document must be sent to any person making the request without charge.
"The electronic version of the reference document is sent to the AMF for the purpose of posting on its website.
« 4° As of the issuance of the reference document, the issuer may make regular updates to the AMF under the conditions set out in the 2° and relating to the published accounting elements and developments relating to the organization, activity, risks, financial situation and the results of the issuer.
"These successive updates are made available to the public under the conditions set out in 3°.
« 5° When the AMF, as part of its control missions, notes a significant omission or inaccuracies in the content of the reference document, it shall inform the issuer, who shall file with the AMF any corrections to the reference document.
"These corrections are made available to the public, as soon as possible, under the conditions set out in 3°.
"It is significant any omission or inaccuracy, in respect of these regulations or instructions of the AMF, which is likely to manifestly distort the investor's appreciation of the organization, the activity, the risks, the financial situation and the results of the issuer.
"The other comments made by the AMF are brought to the attention of the issuer, which is reflected in the subsequent reference document.
« 6° Transmitters who have filed or registered a reference document before the date of entry into force of this chapter must complete it in accordance with Regulation (EC) No. 809/2004 of 29 April 2004 prior to the completion of any operation.


“Paragraph 5



"Responsibility of various stakeholders: transmitter, legal controllers
accounts and investment service providers


"Art. 212-14. - The prospectus clearly identifies those responsible by name and function, or, in the case of legal persons, by name and registered office.
"The signature of natural or legal persons who bear the responsibility of the prospectus or the reference document and its updates is preceded by a certificate certifying that, to their knowledge, the data of the prospectus are in conformity with the reality and do not include an omission that would alter its scope. This certificate also states that the issuer has obtained from its legal account controllers a letter of termination of work, in which they indicate that they have implemented their professional standard relating to the verification of prospectus, including an overview of the document. Where applicable, the issuer mentions significant observations of the legal controllers.
"Art. 212-15. - Legal account controllers shall decide on the regularity, sincerity and faithful image of the annual, consolidated, or intermediate accounts, which have been subject to a limited audit or review and are presented in a prospectus, a reference document or, where appropriate, in their updates. When the intermediate accounts are summarized, the legal controllers decide on their compliance with the accounting repository.
"They certify that the forecasting, estimated or pro forma information, possibly presented in a prospectus, a reference document or, where appropriate, their updates, have been properly established on the basis indicated and that the accounting basis used is consistent with the accounting methods applied by the issuer.
"They shall read all the other information contained in a prospectus, a reference document or, if any, their updates. This overall reading and, where appropriate, the specific audits shall be conducted in accordance with a standard of the National Board of Auditors for the audit of prospectus.
"They shall prepare to the issuer a letter of end of work on the prospectus, in which they shall report the reports issued in the prospectus, the reference document or, if any, their updates and indicate, at the end of their overall reading and any specific audits conducted in accordance with the above professional standard, their possible comments. This letter of end of work on the prospectus is issued at a date as close as possible to that of the AMF's expected visa.
"A copy of this letter of termination on the prospectus is forwarded by the issuer to the AMF prior to the issuance of the visa or the filing or registration of the reference document or their updates. If it contains observations, the AMF draws the consequences in the instruction of the prospectus.
"In the event of a difficulty, the auditors of a French issuer may question the AMF on any financial information matters contained in a prospectus, a reference document or, where appropriate, their updates.
"Art. 212-16. - Where an investment service provider(s) participates in the first admission to a regulated market relating to financial instruments referred to in 1° of Article L. 211-1 of the monetary and financial code as well as any financial transaction relating to such financial instruments carried out within three years from the first admission of capital securities, the investor(s) of the investment services confirm to the AMF that they have made the disclosures of the professional diligence of investors
"In the three-year period following the first admission of the securities of an issuer, where the prospectus established for the transaction is made up of a reference document or a recent prospectus and a note relating to financial instruments, the person or providers of investment services shall be limited to the information contained in the note relating to financial instruments, as long as the information contained in the reference document or the certificate
"At the end of these three years, the certification of the investment service provider(s) is limited to the terms and conditions of the transaction and to the characteristics of the financial instruments that are the subject of the transaction, as described in the prospectus or note relating to the financial instruments as appropriate.
"When an investment service provider(s) participates in any financial transaction by public appeal for savings relating to financial instruments referred to in 1° of Article L. 211-1 of the monetary and financial code that are not admitted to negotiations, the investment service provider(s) confirm to the AMF that it has performed the professional diligences of use and that these diligences have not revealed in the contents of the prospectus no significant error
"When a corporation or entity, an investment service provider or a non-investment service provider, which is approved by the market company or a managerial investment service provider of an organized multilateral trading system within the meaning of Article 525-1, participate in any financial transaction by public call to savings relating to financial instruments referred to in 1° of Article L. 211-1 of the monetary and financial code, that
"In the case referred to in the preceding paragraph, where professional practice of use is performed by persons or entities that do not have the quality of investment service providers, investment service providers that are likely to intervene in the transaction are not required to attest to these diligences to the AMF.
"The certificate is given to the AMF prior to the issuance of the visa.


“Paragraph 6



« Adaptation of the contents of the prospectus


"Art. 212-17. - Where the final price of an issue or assignment and the final number of financial instruments that are the subject of the transaction cannot be included in the prospectus, the issuer must mention in the prospectus:
« 1° The criteria or conditions on which the elements mentioned in the first paragraph will be determined; or
« 2° The maximum cost of the operation.
"The final price of the transaction and the number of financial instruments concerned shall be deposited with the AMF and published in accordance with the terms and conditions set out in section 212-27.
"If no mention is made in the prospectus of any of the items mentioned in 1° or 2°, the acceptance of the acquisition or subscription of the financial instruments must be withdrawn for at least two days of negotiation following the publication of the final price of the transaction and the final number of financial instruments concerned.
"Art. 212-18. - Some information may, under the control of the AMF, not be inserted in the prospectus in the following cases:
« 1° The disclosure of this information is contrary to the public interest;
« 2° The disclosure of this information may result in serious harm to the issuer, while the lack of publication of this information is not likely to induce the public in error;
« 3° This information is of minor importance to the intended transaction, and is not likely to influence the assessment of the financial situation and the prospects of the issuer or the potential guarantor of the financial instruments that are the subject of the transaction.
"Art. 212-19. - Without prejudice to adequate investor information, the contents of the prospectus may be exceptionally adapted, under the control of the AMF, provided that equivalent information is provided, where certain entries are found to be inappropriate to the nature of the financial instruments concerned, to the activity or legal form of the issuer. In the absence of equivalent information, the transmitter is exempted, under the control of the AMF, from including the relevant entries in the prospectus.


“Paragraph 7



" Condition of granting the visa
“Subparagraph 1
“General provisions


"Art. 212-20. - When the requirements of this chapter are met, and in particular when the AMF has received the certificates from the various stakeholders in the operation, the AMF applies its visa.
"The AMF may, prior to the issuance of its visa, request additional investigations to the legal auditors of the accounts or a review by an external specialized firm, designated with its agreement, when it considers that the diligence of the legal controllers is insufficient.
"Art. 212-21. - The submission of the prospectus project must be accompanied by the submission to the AMF of documentation necessary for the instruction of the file and the content of which is specified by an AMF instruction.
"If the file is incomplete, the AMF shall inform the person who has filed the prospectus within 10 days of the negotiation following the filing of the prospectus project. As soon as the file is complete, the AMF shall, within the same time limit, issuer notice, which may, if any, take the form of a notice of receipt.
"The AMF notifies its visa within ten days of negotiations following the issuance of the notice of deposit or, where applicable, the notice of receipt.
"In view of a public-call savings transaction, where the issuer has prepared a reference document registered in accordance with section 212-13, the issuer shall file, under the conditions specified by an AMF instruction, a note relating to financial instruments no later than five days of negotiation before the planned date of obtaining the visa requested for that transaction.
"In the course of the record's instruction, when the AMF indicates that the documents are incomplete or that additional information must be inserted, the deadlines mentioned in the third and fourth paragraphs run only after the AMF receives additional information.


“Subparagraph 2


"Rules applicable in the event of a first public savings or first admission to negotiations on a regulated market
"Art. 212-22. - Section 212-21 does not apply in the event of a first public-call savings transaction.
"The submission of the prospectus project must be accompanied by the submission to the AMF of documentation necessary for the investigation of the file and the content of which is specified by an AMF instruction.
"If the file is incomplete, the AMF shall inform the person who has filed the prospectus as soon as possible. As soon as the file is complete, the AMF addresses a deposit notice.
"The AMF notifies its visa within twenty negotiating days following the issuance of the Notice of Filing.
"In the course of the record instruction, where the AMF indicates that the documents are incomplete or that additional information must be inserted, the time limit referred to in the fourth paragraph only runs from the receipt by the AMF of additional information.
"Art. 212-23. - 1° For the first admission of the securities referred to in 1° of the I of Article L. 211-1 of the monetary and financial code, the issuer is authorized to prepare a basic document.
« 2° The draft basic document shall be deposited, by the issuer or by any person acting on behalf of the issuer, to the AMF at least twenty days of negotiation before the expected date of obtaining the visa requested for that transaction.
« 3° The deposit must be accompanied by the handover to the AMF of a documentation specified by an AMF instruction. If the file is incomplete, the AMF will notify the issuer as soon as possible. As soon as the file is complete, the AMF addresses a deposit notice.
« 4° The AMF records the basic document under the conditions specified by an AMF instruction. A notice of registration is sent to the transmitter. This notice is made public on the AMF website.
« 5° The issuer shall circulate the basic document as soon as the notice of registration is notified to it under the conditions referred to in section 212-27. However, it may be responsible for deferring this broadcast if it does not disclose any significant information contained in the basic document to persons not subject to a confidentiality or secret obligation. The posting of the notice of registration in the 4th is then postponed until such confidentiality is ensured.
"In any event, the dissemination of the basic document must be made no later than five days of negotiation before the expected date of obtaining the visa requested for this operation.
« 6° With a view to the admission of financial instruments, the issuer shall file a draft note on financial instruments no later than five days of negotiation before the expected date of obtaining the visa requested for that transaction.
"When a significant change or a new fact likely to affect the investor assessment occurs after the registration of the core document, the financial instruments note provides information that should normally be included in the core document.


“Paragraph 8



"Existence of a recent prospectus


"Art. 212-24. - I. - The prospectus remains valid twelve months after its publication for other operations when it was completed by the elements required in section 212-25.
“II. - The previously filed reference document remains valid for twelve months when it has been updated in accordance with 221-1-1.
"A prospectus shall be considered to be valid for the package formed by the reference document and the financial instruments note, updated if necessary in accordance with section 212-10, as well as the summary.


“Paragraph 9



“Additional note to the prospectus


"Art. 212-25. - I. - Any significant new facts or any error or inaccuracies regarding the information contained in the prospectus, which is likely to have a significant influence on the valuation of financial instruments and arises or is found between obtaining the visa and closing of the transaction, is mentioned in a supplementary note to the prospectus which is, prior to its release, subject to the AMF visa.
"The AMF shall issue its visa within seven days of negotiations under the conditions mentioned in sections 212-20 to 212-23.
"This document is published and disseminated in the same manner as the original prospectus.
"The summary, and, where appropriate, any translation of the latter, also gives rise to a supplementary note, if necessary to take into account the new information contained in the supplementary note to the prospectus.
“II. - Investors who have already agreed to purchase or subscribe to financial instruments before the supplementary note is published have the right to withdraw their acceptance for at least two days after the publication of the supplementary note to the prospectus.


"Subsection 2



"Dissemination of the prospectus
and promotional communications



“Paragraph 1



"Dissemination of the prospectus


"Art. 212-26. - Once the visa is issued, the prospectus shall be deposited with the AMF and made available to the public by the issuer or the person seeking admission to negotiations on a regulated market.
"The dissemination of the prospectus in the public must take place as soon as possible and, in any case, within a reasonable period of time before or before the commencement of the operation.
"In the event of the first admission of shares to the negotiations on a regulated market, the public broadcast of the prospectus must take at least six days of negotiation before the closure of the transaction.
"Art. 212-27. - I. - The prospectus must be effectively disseminated in one of the following forms:
« 1° Publication in one or more nationally broadcasted newspapers;
« 2° Provision free of charge to the office of the issuer or to the contracting company on which financial instruments are admitted to the negotiations and to the financial intermediaries that place or negotiate the instruments concerned, including those responsible for the financial services of the financial instruments;
« 3° Online on the issuer's website and, where applicable, on the financial intermediaries that place or negotiate the instruments concerned, including those responsible for the financial services of financial instruments;
« 4° Online on the regulated market site where admission to negotiations is sought.
“II. - Transmitters publishing their flyers according to one of the terms mentioned in 1° or 2° of I must also publish them on their site when they have such a site.
"The issuers who publish their prospectus according to one of the terms referred to in 2° to 4° of the I shall also publish the summary of the prospectus in the same manner as at 1° of the I or a communiqué issued in accordance with the provisions of section 222-10, which specifies the terms and conditions for making available the prospectus.
"III. - When the prospectus is broadcast on one of the terms set out in 3° or 4° of I, a copy of the prospectus must be sent to any person who makes the request without charge.
"IV. - The electronic version of the prospectus must be sent to the AMF for the purpose of posting on its website.


“Paragraph 2



“Promotional communications


"Art. 212-28. - Promotional communications relating to a public-call savings transaction, regardless of form and mode of distribution, are communicated to the AMF prior to their release.
“The communications referred to in the first paragraph shall:
« 1° Announce that a prospectus has been or will be published and indicate where investors can or may obtain it;
« 2° Being clearly recognizable as such;
« 3° Do not include misleading or misleading indications;
« 4° Compose consistent information with those contained in the prospectus, if it has already been published, or with information to be included in the prospectus if it is subsequently published;
« 5° Include a statement drawing public attention to the "prospectus risk factors" section;
« 6° If applicable, include, at the request of the AMF, a warning on certain exceptional features presented by the issuer, potential guarantors or financial instruments that are the subject of the transaction.
"Art. 212-29. - Any information relating to a public-call savings transaction, orally or in writing, is consistent with the information provided in the prospectus.
"Art. 212-30. - Where no prospectus is required under this heading, the important information provided by a transmitter and addressed to qualified investors within the meaning of sections D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the monetary and financial code or to special categories of investors, including those issued at meetings relating to qualified investors,
"When a prospectus is to be published, this information is included in the prospectus or in a supplementary note to the prospectus in accordance with section 212-25.


“Section 3



“Special cases



“Paragraph 1



“Basic Prospectus


"Art. 212-31. - An offer program means a program that allows to issue, in a continuous or repeated manner, for a specified period of issuance of non-capital securities, including shares subscription vouchers and option vouchers covered, in any form, in the same class.
"Art. 212-32. - For the categories of financial instruments listed below, the prospectus may include a basic prospectus containing all relevant information on the issuer and on the financial instruments that are the subject of the transaction:
« 1° Titles of receivables, including shares subscription vouchers, in any form, issued as part of an offer program;
« 2° Debt securities issued continuously or repeatedly by credit institutions, where:
“(a) The amounts collected through their issuance are placed in assets sufficient to cover the commitments arising from these securities until the due date of the securities;
“(b) In the event of termination of payment of the issuing credit institution, the amounts referred to in a priority are assigned to the reimbursement of the principal and interest due, without prejudice to the provisions of sections L. 613-25 to L. 613-31-10 of the monetary and financial code.
"The information contained in the basic prospectus is supplemented, if any, by updated data on the issuer and on the financial instruments that are the subject of the transaction in accordance with section 212-25.
"If the final terms and conditions of the issuance or assignment are not included in the basic prospectus or in a supplementary note, they are communicated to investors and filed with the AMF for each operation, as soon as possible, if possible before the launch of the transaction. In this case, the provisions of Article 212-17(1) apply.
"Art. 212-33. - In the case of an offer program, the basic prospectus previously filed remains valid for twelve months.
"With respect to the financial instruments mentioned in the 2nd of section 212-32, the basic prospectus remains valid until none of the instruments concerned is issued continuously or repeatedly.


“Paragraph 2



"Melting, splitting or asset intake operations


"Art. 212-34. - 1° The issuer may file with the AMF two months before the date for the holding of the extraordinary general meeting, the document prepared for the shareholders' meeting to authorize a program of financial instruments relating to a merger, splitting or intake of assets. When the document contains information equivalent to those provided in an AMF instruction, it is registered by the AMF.
« 2° The document provided for in 1° is published and distributed under the conditions set out in sections 212-26 and 212-27 within fifteen days for the intake of assets, one month for the merger and split operations prior to the date of the extraordinary general assemblies to authorize the operation.
« 3° When the application for admission occurs more than one year after a merger, splitting or intake of assets that gave rise to the establishment of a document registered by the AMF, the issuer who is required to establish an intake prospectus may refer to the document recorded for the description of the merger, splitting or intake of assets.
« 4° Documents relating to merging, splitting or intake of assets shall be made available free of charge to any person who makes the request, for consultation, to the office of the issuer and to the financial agencies responsible for the financial service of its financial instruments.


“Paragraph 3



“Operations on financial instruments
comprising an element consisting of receivables


"Art. 212-35. - I. - The AMF may request the notation of the issuance by an agency specializing in the examination of a prospectus for admission to negotiations on a regulated market or the issuance of financial instruments with an element consisting of debt securities, in particular when it is considered to be widely distributed to the public of these financial instruments.
“II. - The AMF may request any appropriate guarantee, when examining a prospectus for admission to negotiations on a regulated market or the issuance of financial instruments with an element consisting of debt securities.
"The guarantee contract is available free of charge for consultation with any person who makes the request at the transmitter's headquarters and with the agencies responsible for the financial service of the loan; a copy of the document must be provided to any interested person without charge.
"Art. 212-36. - Issuers whose debt securities are admitted to negotiations on a regulated market are required to:
« 1° To publish substantial annual and consolidated accounts, if any, within six months after the end of the fiscal year; local authorities and issuers benefiting from the State guarantee are exempted from this publication;
« 2° To publish as soon as possible all new, important and non-public developments in their sector of activity and in a way that affects their solvency significantly;
« 3° To communicate to the AMF, at the latest at the time of the convening of the organ to decide, any proposed amendments to their statutes affecting the rights of the holders of titles;
« 4° To inform the public of any changes in the rights of holders of securities resulting, in particular, from changes in the conditions of the issuance and the new borrowing programs and the guarantees to which they would, if any, be accompanied;
« 5° Ensure equal treatment of holders of securities of the same borrowing, as well as all the facilities and information required to exercise the rights of holders of receivables.


“Paragraph 4



"Information of shareholders by issuers
having their registered office outside French territory


"Art. 212-37. - Transmitters having their registered office outside French territory whose capital securities are admitted to negotiations on a regulated market shall make the necessary arrangements to allow shareholders to exercise their rights. The information must be equivalent to those given in other markets where the securities are negotiated and be deposited at the AMF by the time of publication.
"They are required:
« 1° To inform shareholders of the holding of general assemblies and to allow them to exercise their right to vote;
« 2° To inform shareholders of the payment of dividends, the issuance of new shares, allocation, subscription, waiver and conversion;
« 3° To inform the AMF in a timely manner of any proposed amendments to their constituent instruments;
« 4° To inform changes in the distribution of capital in relation to previously published data;
« 5° To publish, within six months after the end of the fiscal year, the annual and consolidated accounts, if any, the management report and to translate this report into French or material extracts; excerpts include, among other things, the accounts of the fiscal year and the elements that allow us to know the directions followed and the main decisions relating to the future of the company;
« 6° To disseminate, through the French financial press, information on the activity and results of the first semester of the fiscal year, including at least the revenue and net income before tax, consolidated if applicable, within four months of the end of the first semester of the fiscal year;
« 7° To publish, as soon as possible, any changes to the rights attached to the different categories of shares.


“Paragraph 5



"Emitters with their registered office
outside the territory of the European Economic Area


"Art. 212-38. - Transmitters whose registered office is located in a State not party to the European Economic Area Agreement may prepare a prospectus in accordance with the international standards established by the International Organization of Value Commissions and containing information equivalent to those required under this heading and Article 221-1-1.
"Art. 212-39. - The issuer whose registered office is located in a State not party to the agreement on the European Economic Area shall, with the agreement of the AMF, designate a legal account controller who verifies the translation of the financial statements and their accompanying notes and the relevance of the supplements and adaptations. This legal auditor of accounts establishes a letter of completion on the translation of financial statements and the relevance of supplements and adjustments under the conditions set out in section 212-15.


“Section 4



“Operations in the territory of several Member States of the European Community or parties to the agreement on the European Economic Area


"Subsection 1



"Certificate of Approval issued by the AMF


"Art. 212-40. - At the request of the issuer or the person responsible for drafting the prospectus, within three days of negotiations following this application or, if the application is submitted with the draft prospectus, within one day of negotiation after the issuance of the visa, the AMF shall issue to the supervisory authorities of the other Member States of the European Community or parties to the agreement on the European Economic Area a certificate of approval that has been issued in accordance with the Directive 2003 The same procedure shall be applied for any supplementary note to the prospectus.
"The possible application of the provisions of sections 212-18 and 212-19 is mentioned and justified in the certificate.


"Subsection 2



" Validity of the prospectus approved by the competent authority of another Member State of the European Community or party to the agreement on the European Economic Area
"Art. 212-41. - Without prejudice to the provisions of Article L. 621-8-3 of the monetary and financial code, where a public appeal for savings is provided for in one or more Member States of the European Community or parties to the Agreement on the European Economic Area, including in France, the prospectus approved by the competent supervisory authority of another Member State of the European Community or party to the Agreement on the European Economic Area is valid for the purposes of a public appeal to savings in France as soon as the AMF receives the notification provided for in Article 212-42.
"Art. 212-42. - When the AMF has received notification of a prospectus approved by the competent control authority of another Member State of the European Community or a party to the agreement on the European Economic Area, it ensures that the prospectus is written in French or in another standard financial language and that the issuer produces the translation of the summary in French.
"The prospectus shall be the subject of effective dissemination in a form equivalent to that of the prospectus approved by the competent control authority of another Member State of the European Community or a party to the agreement on the European Economic Area.
"The same provisions apply to any supplementary note to the prospectus.
"Art. 212-43. - If significant new facts or substantial errors or inaccuracies occur or appear after the approval of the prospectus by the competent control authority of another Member State of the European Community or a party to the agreement on the European Economic Area, the AMF may draw the attention of the latter to the need for new information.


“Chapter III



“Financial instrument transactions


"Art. 213-1. - The issuance or assignment of long-term financial instruments issued on the basis of 1° of II of Article L. 211-1 of the monetary and financial code shall be subject to the establishment by the issuer or its guarantor of the reference document referred to in Article 212-13 of an information note describing transactions relating to financial instruments as well as their common characteristics and, for each class of instruments, a technical record submitted to the AMF.
"The AMF may request that a warning written by its care be included on the information note or on the technical sheet.
"The exemptions provided for in section 212-4 are applicable.
"The information note and the technical sheet, written in French, are filed with the AMF for 15 days of negotiation at least before the date envisaged for obtaining the visa. They include the name and function of the person(s) who have established them. These individuals attest that, to their knowledge, the data of the information note and the data sheet are in conformity with the reality and that they do not include omissions that would alter the scope of the information note.


“Chapter IV



"The right to suspension, prohibition and opposition of the AMF
to public-call savings transactions



“Section 1



“Right to suspend


"Art. 214-1. - AMF may suspend the transaction for a maximum of ten consecutive trading days, whenever it has reasonable grounds to suspect that the transaction is contrary to the applicable legislative or regulatory provisions.


“Section 2



"Right to Ban


"Art. 214-2. - AMF can prohibit the operation:
« 1° Where it has reasonable grounds to suspect that an issue or assignment is contrary to the legislative and regulatory provisions applicable to it;
« 2° When it finds that a proposed admission to negotiations on a regulated market is contrary to the applicable legislative or regulatory provisions.


“Section 3



"The right of opposition of the AMF to admission to negotiations
on a regulated market


"Art. 214-3. - AMF is opposed to the admission of financial instruments to negotiations on a regulated market when it considers that it poses risks incompatible with the interest of investors and the integrity of markets. She opposes the same reasons for their radiation.
"The AMF opposes, under the same conditions, the substantial modification of the characteristics of the long-term financial instruments admitted to the negotiations.
"Art. 214-4. - The AMF is opposed to the admission to negotiations of financial instruments other than the term financial instruments when it considers, under the legislative and regulatory provisions and professional standards applicable to the legal auditors of the accounts, that the financial statements have serious deficiencies, that the diligence performed by the legal controllers of the issuer is insufficient or that the lack of independence of the accounts is manifest.
"It also opposes their admission to negotiations when, during the year preceding the admission, these instruments were the subject of operations for the benefit of persons who would be unduly privileged under the conditions set by an AMF instruction.
"Art. 214-5. - AMF's reasoned opposition is notified to the market company within five days of negotiation from the date of receipt of the referral.


“Chapter V



"Outgoing public-call transmitter status
savings


"Art. 215-1. - Transmitters who have acquired the status of a public-supply issuer may leave this status if they meet the following conditions:
« 1° The financial instruments referred to in Article L. 211-1 of the monetary and financial code are not or have ceased to be negotiated in a regulated market;
« 2° The financial instruments mentioned in the 1st that were the subject of a public appeal to savings are distributed among less than 100 persons;
« 3° The financial instruments referred to in 1° were not subject to a public call for savings in the year preceding or were subject to a public withdrawal offer followed by a mandatory withdrawal.
"The loss of the status of a public-supply issuer takes effect from the date of publication of a notice to the Bulletin of Mandatory Ads. This publication is followed, within one month, by a nominative consignment to shareholders or the publication of a statement in a national broadcast financial information daily, under the responsibility of the issuer.


“Chapter VI



"Designation of a correspondent by individuals or entities
whose registered office is not located in France


"Art. 216-1. - Persons or entities, whose head office is not located in France and whose financial instruments are admitted to negotiations on a regulated market, designate a correspondent established in France, from whom they elect domicile, and empower him to:
« 1° Receive all correspondence from the AMF;
"2° Transmit to the AMF any documents and information provided by the legislative and regulatory provisions or responding to any requests for information made by the AMF under the authority of the AMF under the legislation and regulations.
"When their financial instruments have been admitted to negotiations on a regulated market prior to the entry into force of this Article, the persons or entities concerned comply with the provisions of the first paragraph before 1 September 2005. »
III. - After the current section 215-3, the title "Annexes" and the words: "The summary provided for in sections 211-42, 212-12 and 214-21 contains the information listed below or, where applicable, refers to the information available in French in the other parts of the prospectus" is deleted.
IV. - Annexes R. 1, R. 2 and R. 3 are deleted.
V. - After 221-1, an article 221-1-1 is inserted as follows:
"Art. 221-1-1. - The issuers referred to in Article L. 451-1-1 of the monetary and financial code file with the AMF, within twenty days after the publication of the provisional accounts in the Bulletin of Mandatory Legal Ads, a document that contains or mentions all the information they have published or made public in the last twelve months in one or more States Parties to the Agreement on the European Economic Area or in one or more third countries to comply with their legislative or regulatory obligations in respect of financial instruments, issuers of financial instruments and markets of financial instruments.
"The document referred to in the first paragraph may be included in the reference document.
"When the document refers to information, it is necessary to specify where the information can be obtained. »
VI. - After new article 221-1-1, an article 221-1-2 is inserted as follows:
"Art. 221-1-2. - Within four months after the closing of its fiscal year, any issuer making public use of savings publishes, in a statement, the amount of the fees paid to each of the legal controllers of the accounts responsible for the control of the accounts of the issuer and, where appropriate, to the corporation within which it exercises its functions or other professionals of the network to which it belongs, constituted between the natural or legal accounts, indirectly providing services or advice in respect of accounting When the issuer establishes consolidated accounts, these fees are those paid by the issuer and the companies subject to a global integration. It is distinguished, under the conditions specified by an AMF instruction, between the corresponding fees, on the one hand, to the legal mission of the legal auditors of the accounts, and to the diligences directly related to it, on the other hand, to the other benefits.
"The statement referred to in the first paragraph is published on the AMF website and on the issuer's website when the issuer has such a site. »
VII. - The first paragraph of section 222-12 is as follows:
"The information referred to in articles L. 233-7 to L. 233-10 of the Commercial Code is made available to the public by the AMF. The persons held on the information referred to in I of Article L. 233-7 of the said Code shall inform the AMF within five days of negotiation from the crossing of the threshold of participation. An AMF instruction specifies the conditions under which this information is transmitted. »
VIII. - After section 222-12, an article 222-12-1 is inserted as follows:
"Art. 222-12-1. - The information referred to in the V of Article 33 of Law No. 2005-842 of 26 July 2005 shall be made available to the public under the terms and conditions referred to in Article 222-12. »
IX. - After the third paragraph of Article 231-1, a paragraph is inserted as follows:
"At the request of those who manage a multilateral system of organized negotiation, the provisions of Chapter V, section 2, apply to course guarantees on financial instruments admitted to negotiations on the system. »
X. - Articles 231-20 and 231-21 are as follows:
"Art. 231-20. - The draft information note prepared by the initiator whose content is specified by an AMF instruction mentions:
« 1° His identity and characteristics;
« 2° His accounting and financial situation;
« 3° Its intentions for a period of at least 12 months to come relating to the industrial and financial policy of the companies concerned, as well as to the continued admission of capital securities or giving access to the capital of the society involved in negotiations on a regulated market;
« 4° The content of its offer and, in particular:
“(a) The price or parity proposed by specifying the elements necessary for their appreciation;
“(b) The number of titles he undertakes to acquire;
"(c) If applicable, the number of titles presented to the offer below which the offer will not be positive;
"(d) The number of titles of the target corporation that it already holds, directly, indirectly, or in concert;
“e) The financing conditions of the transaction and their impact on the assets, activity and results of the companies concerned;
« 5° Agreements relating to the offer, to which he is a party or to whom he has been aware, as well as the identity and characteristics of the persons with whom he acts in concert;
« 6° If applicable, the reasoned advice of the board of directors or supervisory board, or, in the case of a foreign initiator, the competent body, the interest of the offer or the consequences of the offer for the initiator, its shareholders and its employees; the conditions in which this notice was obtained, the minority members who may request that they be referred to their identity and position.
"The initiator also outlines its directions for employment. In particular, in the light of the data he is aware of, and consistent with his intentions on the industrial and financial policy referred to in 3°, the foreseeable changes in staffing volume and structure.
"The information note includes the signature of the initiator or its legal representative attesting to the accuracy of the information contained in the note.
"It also includes an attestation from the legal representatives of the presenter establishments on the accuracy of the information relating to the presentation of the offer and the elements of appreciation of the proposed price or parity.
"The legal controllers of the initiator's accounts decide on the regularity, sincerity and faithful image of the annual, consolidated, or intermediate accounts that have been subject to a limited audit or review and are presented in the information note. When the intermediate accounts are summarized, the legal controllers decide on their compliance with the accounting repository.
"They certify that forecast information, estimated or pro forma, possibly presented in the information note, has been adequately prepared on the basis indicated and that the accounting basis is consistent with the accounting methods applied by the initiator.
"They perform an overview of the other information contained in the information note. This overall reading and, where applicable, the specific audits are conducted in accordance with a standard of the National Board of Auditors for the verification of briefing notes.
"They shall prepare to the initiator a letter of end of work on the information note, in which they shall state the reports issued in the information note and indicate, at the end of their overall reading and any specific audits carried out in accordance with the above professional standard, their possible observations. This letter of end of work on the information note is issued at a date as close as possible to that of the AMF's expected visa.
"A copy of this letter of completion on the information note is transmitted by the initiator to the services of the Autorité des marchés financiers prior to the issuance of his visa. If it contains observations, the AMF draws the consequences in the instruction of the information note.
"In case of difficulty, the auditors of a French initiator may question the services of the Autorité des marchés financiers for any questions relating to financial information contained in a note of information.
"Foreign initiators, with the agreement of the AMF, designate a legal controller who verifies the translation of the financial statements and their accompanying notes as well as the relevance of the supplements and adaptations.
"The information note includes the signature of this legal controller.
"Art. 231-21. - The note in response to the corporation concerned, whose content is specified by an AMF instruction, mentions, in addition to a presentation by the corporation:
« 1° The distribution of capital showing, on the date of public offer as the corporation is aware of it and that of the last general assembly, the securities held by the corporation itself and by the companies that it controls or is legally presumed to control;
« 2° The agreements and conventions mentioned in Article 231-5;
« 3° The reasoned notice of the board of directors or supervisory board or, in the case of a foreign corporation, the competent body, the interest of the offer or the consequences of the offer for the corporation concerned, its shareholders and its employees. The voting conditions in which this notice was obtained are specified, the minority members who may request that they be referred to their identity and position;
« 4° The intentions of the members of the social organs mentioned in the 3° to bring their titles to offer.
"The information note includes the signature of the legal representative of the relevant company attesting to the accuracy of the information contained in the note.
"The legal controllers of the accounts of the corporation concerned shall decide on the regularity, sincerity and faithful image of the annual, consolidated, or intermediate accounts that have been subject to a limited audit or review and are presented in the information note. When the intermediate accounts are summarized, the legal controllers decide on their compliance with the accounting repository.
"They certify that the forecasting, estimated or pro forma information, possibly presented in the information note, has been appropriately established on the basis indicated and that the accounting basis is consistent with the accounting methods applied by the corporation.
"They perform an overview of the other information contained in the information note. This overall reading and, where applicable, the specific audits are conducted in accordance with a standard of the National Board of Auditors for the verification of briefing notes.
"They shall prepare for the purpose of the corporation a letter of termination of work on the information note, in which they shall state the reports issued in the information note and indicate, at the end of their overall reading and any specific audits conducted in accordance with the professional standard mentioned above, their possible observations. This letter of end of work on the information note is issued at a date as close as possible to that of the AMF's expected visa.
"A copy of this letter of completion on the information note is transmitted by the company referred to in the services of the Autorité des marchés financiers prior to the issuance of its visa. If it contains observations, the AMF draws the consequences in the instruction of the information note.
"In the event of a difficulty, the auditors of a French company may question the services of the Autorité des marchés financiers for any questions relating to financial information contained in a note of information.
"Foreign companies, with the agreement of the AMF, designate a legal controller who verifies the translation of the financial statements and their accompanying notes as well as the relevance of the supplements and adaptations.
"The information note includes the signature of this legal controller. »
XI. - In the last paragraph of section 232-20, the words "public offer of exchange" are replaced by the words "public offer of exchange".
XII. - After chapter V of title III of Book II, it is inserted a section 1 and its title as follows:


“Section 1



"Course guarantees for financial instruments
admitted to negotiations on a regulated market »


XIII. - After section 235-4, it is inserted a section 2, its title and section 235-4-1 as follows:


“Section 2



"Course warranties on recognized financial instruments
negotiations on a multilateral organized negotiation system


"Art. 235-4-1. - The course guarantees referred to in the fourth paragraph of Article 231-1 are subject to the provisions of Chapter I with the exception of Section 2. They are also subject to the provisions of section 4 of chapter II and articles 235-1 to 235-3. »
XIV. - In article 236-4, the words: "Crtifide voting rights" are replaced by the words: "Certificates of voting rights".
XV. - Section 238-7 is as follows:
"Art. 238-7. - The draft information note prepared by the initiator whose content is specified in an AMF instruction mentions:
« 1° His identity and characteristics;
« 2° His accounting and financial situation;
« 3° The content of its offer, in particular:
“(a) The price or parity proposed by specifying the elements necessary for their appreciation;
“(b) The number of titles he undertakes to acquire;
"(c) The number of titles in the category of titles on which it is offered that the initiator already holds and/or has already redeemed;
"(d) If applicable, the number of securities presented to the offer below which the offer may not have a positive result;
“e) The financing conditions of the transaction and their impact on the assets, activity and results of the companies concerned;
« 4° If applicable, the reasoned advice of the board of directors or supervisory board, or, in the case of a foreign initiator, of the competent body on the interest of the offer or the consequences of the offer for the initiator, its shareholders and its employees; the conditions in which this notice was obtained, the minority members who may request that they be referred to their identity and position.
"This document also indicates the opinion of an independent expert on the acceptable nature of the proposed price or parity, or the opinion of the presenter establishments on the conformity of the proposed price or parity with the market conditions.
"The information note shall include the signature of the legal representative of the initiator and, where appropriate, the legal representatives of the initiators under the conditions set out in section 231-20. The legal controllers of the initiator's accounts shall prepare an end-of-work letter on the information note under the conditions set out in section 231-20.
"When prepared jointly, the information note includes the signature of the legal representative of the corporation under the conditions set out in section 231-21. The legal controllers of the corporation's accounts shall prepare a letter of termination of work on the information note under the conditions set out in section 231-21.
"It is subject to the AMF's visa and made available to the public under the conditions set out in Articles 231-22, 231-25, 231-27, 231-28 and 231-34. »
XVI. - The last paragraph of section 321-123 is as follows:
"When the function of responsible for financial analysis is not located in France, the investment service provider has a procedure that sets out the terms and conditions for carrying out this function. In this case, he is not required to issue a professional financial analyst card to the manager. »
XVII. - At the 5th of article 321-131, the reference: "at 3°, 5° and 6° of article L. 321-1" is replaced by the reference: "at 5° and 6° of article L. 321-1".
XVIII. - The last paragraph of section 321-133 is as follows:
"The publication referred to in the first paragraph is carried out at least in a dedicated, easily accessible and clearly identified area of the website of the investment service provider dedicated to financial analysis. The information is dated and their indicated periodicity. »
XIX. - Section 321-135 is as follows:
"Art. 321-135. - Where the references provided by section 321-125, the 4°, 5° and 6° of section 321-126 and sections 321-129 to 321-133 are disproportionate to the length of the analysis aired, the investment service provider may make a clear and apparent reference in the analysis itself to the place where the required references can be consulted by the public, in accordance with the terms and conditions provided for in section 321-133 »
XX. - Item 321-142 is deleted.
XXI. - After section 321-141, a paragraph 8, its title and sections 321-142 to 321-144 is inserted as follows:


“Paragraph 8



“Requirement to report suspicious transactions


"Art. 321-142. - The statement under articles L. 621-17-2 to L. 621-17-7 of the monetary and financial code may be made by e-mail, letter, fax or telephone. In the latter case, it is confirmed in writing.
"The written statement takes the form of the type model defined in an AMF instruction.
"Art. 321-143. - The transactions to be notified by application of Article L. 621-17-2 above also include the exchange orders.
"Art. 321-144. - The persons referred to in Article L. 621-17-2 of the monetary and financial code shall have an organization and procedures to meet the requirements of Articles L. 621-17-2 to L. 621-17-7 of the monetary and financial code and articles 321-142 and 321-143.
"The purpose of this organization and these procedures is, in particular, to establish and update a typology of suspicious transactions that can be identified by the European Committee of Regulators of Securities Markets in order to identify those to be notified.
"The provisions of this section shall apply effective July 1, 2006. »
XXII. - In the fifth paragraph of Article 322-8, the words "fourth paragraph" are replaced by the words "third paragraph".
XXIII. - After Article 322-84, a paragraph 6, its title and Article 322-84-1 is inserted as follows:


“Paragraph 6



“Requirement to report suspicious transactions


"Art. 322-84-1. - The provisions of subsection 8 of subsection 4 of section 3 of chapter I shall apply. »
XXIV. - Section 1 of Chapter I of Title III of Book III is as follows:


“Section 1



“Common debt management companies



"Subsection 1
Accreditation



“Paragraph 1



“Procedure


"Art. 331-1. - The approval of the management company provided for in Article L. 214-47 of the monetary and financial code is subject to the filing with the AMF of an application specifying the extent of the approval and a record with the elements specified by an AMF instruction. Upon receipt of this file, the AMF issues a receipt.
"The procedure and procedures for accreditation are specified in an AMF instruction.
"For the issue of accreditation, the AMF appreciates the elements set out in sections 331-4 to 331-12; the applicant may request any additional information necessary to make its decision. It delimits the scope of the accreditation.
"The AMF shall rule on the application for approval within a maximum period of three months following the filing of the file; As necessary, this period is suspended until the additional elements requested are received.
"The management company cannot operate before notification of its approval by the AMF.
"Art. 331-2. - The reference to the registration number is inserted in the documents broadcast by the management company in the public, but cannot be presented as a quality management label.
"Art. 331-3. - The management company shall inform the AMF, in accordance with the terms specified in an AMF instruction, of the modifications to the characteristic elements contained in the original accreditation file, including direct or indirect ownership, management, organization and control. The AMF shall notify the registrant, in writing, of the possible consequences of these amendments on the approval.


“Paragraph 2



« Capital


"Art. 331-4. - The management company must justify sufficient financial resources to enable it to effectively carry out its business and meet its responsibilities.
"Art. 331-5. - The management company must have a social capital of not less than 25,000 euros and increased by 0.5% of the assets of the mutual funds it manages or has delegated management.
"Whatever the amount of all managed assets, the minimum capital required is, however, capped at Euro760,000.
"The capital may remain fixed at 25,000 euros regardless of the amount of all assets managed in one of the following cases:
« 1° At least half of the capital is held by one or more credit institutions or one or more insurance companies whose registered office is located in a State Party to the Agreement on the European Economic Area or in a third State provided that it is subject to prudential rules that the AMF considers equivalent to those applicable to credit institutions or insurance companies whose registered office is located in a State Party to the European Economic Area Agreement
« 2° One or more of the persons mentioned in the 1st are in solidarity with the acts of the management company within the minimum capital requirement.
"Art. 331-6. - Social capital can be made up of cash contributions and in an incidental way of in-kind contributions.
"The actions of cash and contributions must be fully released.
"The capital must be permanently represented.


“Paragraph 3



“Organization


"Art. 331-7. - The management company must provide sufficient guarantees with respect to its organization, technical and human resources, the honesty, competence and professional experience of its leaders.
"The management company must have an autonomous capacity to implement the strategies for the management of the common debt funds it manages.
"The continuity of the execution of the management company's missions requires that the management company have a permanent staffing of appropriate personnel and material resources in line with the proposed management strategies.
"For the performance of its mission, however, the management company may:
« 1° Use the provision by a person or entity belonging to the same group or by a shareholder holding at least 20% of the capital of the company of personnel and equipment from outside organizations on a contractual basis, provided that such means are permanently allocated to its business;
« 2° To delegate the financial management of common receivables in the cases and conditions set out in sections 331-10 to 331-12;
« 3° Use outside contractors for the performance of their administrative, accounting and other miscellaneous functions as long as it has the means to enable it to take control of their execution under its responsibility.
"The management company verifies that the terms and conditions of the disposition contract specify, among other things, the mission of the staff concerned, the existence of an exclusive hierarchical link to the management company's managers, for the performance of the missions provided for in the contract, as well as the terms and conditions for the management of the costs of the seconded personnel.
"Managers of the management society are committed to complying with the rules of professional ethics, ensuring that these rules are respected and enforceable by staff working under their responsibility.
"Art. 331-8. - The management company must prevent conflicts of interest and, where appropriate, resolve them equitably in the interest of shareholders of common receivables. If it is in conflict of interest, it must inform the bearers of the most appropriate way.
"It must take all necessary steps, especially in the area of separation of trades and functions, to ensure the autonomy of management.
"Art. 331-9. - I. - In accordance with Article 17 of Decree No. 2004-1255 of 24 November 2004, when it uses for the management of the mutual funds of receivables related to financial instruments in the conditions defined in Articles 13 and 14 of the said decree or proceeds with assignments of receivables in the cases provided for in the 5th and 6th of Article 16 of the said decree, the management company shall establish management systems and an appropriate organization to control
“II. - When the management company passively uses financial instruments for the management of the mutual funds of receivables, i.e. when the terms of the contracts entered into on such instruments are defined to the creation of the fund and cannot be modified prior to their termination, and does not proceed with assignments of receivables within the meaning of 5° and 6° of Article 16 of the aforementioned decree, the management systems and the organization referred to:
« 1° Identification of financial risks;
« 2° A mastery of legal risks associated with future financial instruments used.
"III. - When the management company actively uses financial instruments for the management of the common receivables funds, i.e., it may take and modify positions by contracts relating to such instruments in the course of the life of the fund, or proceed with assignments of receivables within the meaning of 5° and 6° of Article 16 of the above-mentioned decree, the management systems and the organization referred to in I shall allow:
« 1° A mastery of planned management strategies;
« 2° A risk assessment, carried out by an independent unit of commercial and operational units, and submitted at least semi-annually to the governing body of the management company;
« 3° A permanent check of the maximum net loss of the fund resulting from all contracts constituting long-term financial instruments concluded and covering credit risks, including coverage contracts. The maximum loss is the total net loss amount that could result from these contracts. It cannot exceed the value of assets as defined by Article 2 of Decree No. 2004-1255. The management company determines the value of its assets to their likely value or to any other value consistent with the nature of the commitments of the common receivables fund.
"Art. 331-10. - I. - the management company may delegate all or part of the financial management of one or more common debt funds to:
« 1° Another AMF-approved common receivables management company, if the delegated company has the means adapted to the type of management envisaged;
« 2° A portfolio management company that has approved by the AMF a program of activities specific to the use of credit derivatives;
« 3° A credit institution approved in France for the management activity on behalf of third parties;
« 4° A branch established in France of a credit institution whose seat is located in a State Party to the agreement on the European Economic Area, provided that this branch is approved for the management activity on behalf of third parties;
« 5° A person mentioned in the 1st of Article 6 of Decree No. 2004-1255 of 24 November 2004 approved or authorized in accordance with the norms of the State where his or her statutory seat is located, to exercise such activity;
« 6° A person authorized to manage portfolios or collective investment bodies by a public authority or having received delegation by a public authority.
"The delegate must adhere to the rules of good conduct applicable to common debt management companies. The delegate may not delegate the management of the trusted fund.
“II. - In any case, the delegation should not be likely to cause conflicts of interest. In particular, if the circumstances so require, the delegate shall comply with the provisions of section 321-31.
"The management company remains responsible for delegated activities.
"Art. 331-11. - When the management company delegates the financial management of a common debt fund, the delegate shall be provided with an organization in accordance with the provisions of section 331-9 and comply with the rules of good conduct and other professional obligations referred to in subsection 2 of this section.
"The delegation must not interfere with the proper exercise of oversight by the AMF whose management society is the subject of.
"The delegant shall transmit to the AMF a certificate certifying the approval of the delegator to perform the management activity on behalf of third parties. If there is no agreement on mutual recognition or exchange of confidential information between the AMF and the authority that granted the delegate's approval, the delegation contract must contain an audit acceptance clause made by the AMF or on behalf of the AMF, without the authorization of the management company.
"Where applicable, the request for authorization from the management delegation may be suspended until the receipt of information provided by the delegate's approval authority.
"Art. 331-12. - As long as it does not meet the organizational conditions set out in section 331-9, the delegated management company must establish a delegate's control program that includes the following:
« 1° A description of the fund management strategy for which management is delegated;
« 2° The typical financial management delegation contract. This contract must include:
“(a) The selected investment criteria, including the nature and level of the selected risk and return indicators, as well as eligible or prohibited strategies;
“(b) The scope of the delegation;
"(c) The quantitative and qualitative means of the delegate;
"(d) The method of remuneration of the delegate;
“e) The information terms and conditions of the delegate under the fund management activity;
“(f) The procedures for the control of the delegant;
“(g) Revocability conditions and the duration of the contract. The termination of the contract must be carried out under conditions to ensure continuity of delegated activity;
“(h) The applicable law;
« 3° Procedures for monitoring delegated management and monitoring of compliance with the delegation contract within the delegated company, specifying the technical means used and the persons responsible for monitoring and monitoring the delegation.


“Paragraph 4



"Control, cessation of activity and withdrawal of approval


"Art. 331-13. - The AMF monitors on-site compliance with the declarations and commitments made in the application file.
"Art. 331-14. - The transfer of the management of a common receivables fund from one management corporation to another is subject to the approval of the AMF.
"Art. 331-15. - The final termination of the business of the management company must be notified to the AMF.
"Art. 331-16. - The withdrawal of approval referred to in Article L. 214-47 of the monetary and financial code is preceded by a request for an explanation to the management company or an application to regularize the criticized situation.
"The AMF notifies its decision to the management company and the depositaries concerned by a letter of reasons.
"The withdrawal of approval prohibits the continuation of its activities by the management company, other than those necessary for the continuity of the day-to-day management of the common receivables to which it is responsible, up to their transfer to another management corporation, under the conditions set out in the last paragraph.
"In the event of a withdrawal of approval, the depositary(s) of the common receivables funds to which the management company has the responsibility choose, within a period of two months, in accordance with the AMF, one or more management companies agreeing to ensure continuity in the management of these common receivables funds.
"Art. 331-17. - The transfer of management functions carried out following a withdrawal of approval as well as that referred to in section 331-14 shall be made available to the public under the conditions set out in section 421-12.


"Subsection 2



" Rules of good conduct and other professional obligations


"Art. 331-18. - Within a period of six months from the end of the fiscal year, the management company must submit to the FMA its certified annual accounts, the management report prepared on these accounts and, where appropriate, the report of the auditor.


“Paragraph 1



“Autonomy of management


"Art. 331-19. - The management company must promote the interests of shareholders of the mutual funds it manages or has delegated management. To this end, it must operate in a manner that respects the integrity, transparency and security of the market.
"The operations carried out as part of a fund management and their frequency must be solely motivated by the interest of the holders and brought to the attention of the holders.
"The management company must refrain from any initiative that would have to focus on its own interests, or those of its associates, shareholders or societies, to the detriment of the interests of the bearers.
"The investments made for the purposes of the management of clean funds shall not be such as to jeopardize compliance with the provisions of section 331-5.
"Art. 331-20. - The management company shall establish the means and procedures to ensure that its delegates comply with the provisions of this subsection.
"Under the same conditions, the management company shall ensure that the related companies that intervene on behalf of a common debt fund or as counterpart to an operation entered into by that fund, and that have not been selected under the procedure provided for in section 331-27, comply with the provisions of sections 331-21 to 331-23 and 331-27 to 331-35.
"For the purposes of this section, is deemed to constitute a "related society:
« 1° Any corporation controlled by the common receivables corporation in an exclusive or joint manner within the meaning of Article L. 233-16 of the Commercial Code;
« 2° Any corporation that controls the common receivables corporation in an exclusive or joint manner within the meaning of Article L. 233-16 referred to above;
« 3° Any subsidiary company of the same parent company and any company with which the management company has social agents or common executives.
"Art. 331-21. - The management company must ensure equal treatment between shareholders or debt securities giving rise to identical rights.
"Art. 331-22. - The choice of investments, as well as of intermediaries, is made independently in the interests of the carriers. In particular, with the exception of the cases provided for in the second paragraph of Article 331-20 and Article 331-27, this choice shall not depend on:
« 1° Control links within the meaning of Article L. 233-3 of the Commercial Code;
« 2° Agreements that would prohibit or restrict the potential of the management company to implement the procedures set out in sections 331-27 to 331-29.
"Art. 331-23. - The management company must ensure that the rights attached to the securities held by a common fund of receivables that it manages are exercised in the interests of the holders: right to participate in the assemblies, exercise the voting rights, the right to be tried.
"Art. 331-24. - The conditions of remuneration of the management company shall not be such as to place it in conflict of interest with the holders.


“Paragraph 2



“Means and organization of management


"Art. 331-25. - The organization of the management company must allow it to carry out its activities with loyalty, diligence, neutrality and impartiality to the exclusive benefit of the carriers, in accordance with the integrity and transparency of the market.
"Art. 331-26. - The management company must adopt an organization that reduces the risk of conflicts of interest. Functions that may result in conflicts of interest must be strictly separated.
"The independence of the joint debt management activity must be ensured in relation to the management of the management company's own account.
"Art. 331-27. - The management company must establish a formalized and controllable procedure for selecting and evaluating intermediaries and counterparties taking into account objective criteria such as the cost of intermediation, the quality of execution, research or administrative processing of operations.
“It reports on the implementation of this procedure in the fund management report.
"When the counterparty or intermediary is not selected according to the principles set out in the first paragraph, the remuneration of the intermediary or counterparty may not increase the expenses to the fund.
"Art. 331-28. - For orders to be issued, the joint debt management company shall:
« 1° Establish a formalized procedure for the transfer of orders, allowing the traceability of orders. This procedure is subject to internal control;
« 2° Provide the necessary means, in particular for the processing of flows and access to information and markets;
« 3° Establish a procedure equivalent to a schedule of orders and also ensure the establishment of a schedule for intermediaries and custodians;
« 4° Ensure that the total delivery time of orders has been reduced as short as possible from their initial registration to their accounting;
« 5° Transmit to the depositary of the common receivables fund the precise assignment of orders no later than when it is aware of their execution;
« 6° Predetermine the rules for the assignment of grouped orders;
« 7° Do not redirect ex post facto operations.
"For investments in non-traded securities in regulated markets referred to in Article L. 422-1 of the monetary and financial code or in regulated markets in regular operation of a State or a member of the European Community or a party to the agreement on the European Economic Area provided that these markets have not been excluded by the AMF, the joint debt management company must establish specific procedures and adapted to the securities concerned.
"Art. 331-29. - The management company cannot carry out operations between a common fund of managed receivables and its own account.
"It cannot direct between mutual funds of receivables that it manages transactions relating to the assets of these funds.
"Art. 331-30. - The management company shall ensure that the contract(s) of assignment and the contract(s) of management and recovery allow it to meet its information obligations.


“Paragraph 3



“Laundering obligations
and Financing of Terrorism


"Art. 331-31. - Management companies are subject to the provisions of this paragraph for all their activities.
"Art. 331-32. For the purposes of this paragraph:
"1°" Foreign institution equivalent:
“(a) A foreign institution that its status authorizes, on the basis of the law of the country in which its headquarters is located, to carry out bank transactions or related transactions to the banking operations referred to in Articles L. 311-1 and L. 311-2 of the monetary and financial code, and which is located in a State whose legislation is recognized as sufficient and whose practices are considered to be in conformity with the provisions concerning the fight against money-laundering and the financing of terrorism by the international consultation body
“(b) A subsidiary or branch of a foreign establishment referred to in a or a foreign affiliate of the common receivables fund management corporation that meets the following two criteria:
" - its head office is not located or is not located in States or territories whose legislation is recognized to be insufficient or whose practices are considered to be an obstacle to the fight against money-laundering and the financing of terrorism by the international body for consultation and coordination in the fight against money-laundering;
" - it has implemented the diligence in the fight against money-laundering and the financing of terrorism defined in Article L. 563-3 of the monetary and financial code;
"2° "Commercializer: Any person who places the share of common debts with investors.
"Art. 331-33. - The management company must exercise constant vigilance and establish an internal organization and procedures to ensure compliance with the provisions of title VI of book V of the monetary and financial code and the texts taken for their application. It adopts internal written rules describing these procedures and the steps to be taken, inter alia, to:
"1° Identify and verify the identity of the investor and the beneficial owner prior to the establishment of the contractual relationship;
« 2° Examine any operation that occurs under unusual conditions of complexity and does not appear to have economic justification;
« 3° Make statements of suspicion with the authority established in Article L. 562-4 of the monetary and financial code, of sums or transactions referred to in Article L. 562-2 of that Code;
« 4° Keep a written record of the vigilance measures implemented.
"Art. 331-34. - The procedures and procedures for the exercise of the diligence described in the internal rules referred to in Article 331-33 are appropriate to the nature of the transaction to be carried out, to the nature and legal structure of the investor, to its status and, where applicable, to persons acting on behalf of or on behalf of third parties, and to the mode of marketing in particular where:
« 1° The management company directly receives orders from an investor for the subscription of shares or securities of receivables from the common receivables fund, in respect of which it undertakes the diligence required by the provisions of title VI of book V of the monetary and financial code and the texts taken for their application;
« 2° The management company does not have a direct relationship with the investor and that it entrusts the marketing of the fund to a third party with the status of a financial organization within the meaning of Article L. 562-1 of the monetary and financial code or equivalent foreign institution, the management company collects any written document proving the identity and status of that organization and the existence within it of procedures to combat money laundering and financing. The management company shall perform the diligence required by the provisions of Title VI of Book V of the monetary and financial code and the texts taken for their application for the operations transmitted to it by the third institution;
« 3° The management company does not have a direct relationship with the investor and that it entrusts the marketing of the fund to a third party that does not have the capacity of a financial organization within the meaning of Article L. 562-1 of the monetary and financial code or foreign equivalent institution, whose head office is not located in a State or territory whose legislation is recognized insufficient or whose practices are considered to constitute an obstacle to the fight against money laundering
“The management company concludes with the third party a convention under which the third party is responsible for:
“(a) In accordance with its own legislation, all audits relating to the identity of the investor as set out in the recommendations of the international coordinating and coordinating body on combating money-laundering;
“(b) Complementary obligations to prevent money laundering or the financing of terrorism that may be requested by the management company following its own controls.
"This third party undertakes to communicate, at the request of the management company, all elements enabling the management company to verify compliance with the procedures and controls implemented with the above-mentioned contractual commitments.
"The management company shall carry out the diligence required by the provisions of Book V, title VI, of the monetary and financial code and the texts taken for their application for the operations transmitted to it by the third institution.
« 4° The management company does not have a direct relationship with the investor and it entrusts the marketing of the fund to a third party who does not have the status of financial organization within the meaning of Article L. 562-1 of the monetary and financial code or foreign equivalent institution, whose registered office is located in a State or territory whose legislation is recognized insufficient or whose practices are considered to impede the fight against money laundering and financing
"In all cases, the management company is responsible for complying with the obligations resulting from title VI of book V of the monetary and financial code and the texts taken for their application.
"Art. 331-35. - When a third party ensures the holding of the account issuer of the common receivables fund or the maintenance of the fund's liabilities or centralizes the orders for the subscription of shares or debts of the fund, the management company shall conclude with that third party a convention providing for the implementation of the diligences relating to the fight against money laundering and the financing of terrorism within it, only after verifying its identity and status and establishing that it is a third party In the event that the management company assigns one or more of these functions to a third party that does not have that quality, the third party undertakes to transmit to the management company the information necessary to enable it to carry out the diligence required by the provisions of title VI of the monetary and financial code and the texts taken for their application.
"Art. 331-36. - For the purposes of articles L. 563-1 and L. 563-1-1 of the monetary and financial code and the texts taken for their application, the internal rules referred to in Article 331-33 describe the procedures and diligence to be implemented in the identification of the investor or third party receiving the applications for subscription, in particular with regard to the verification of its identity and its situation prior to the subscription of shares or shares
"The information collected regarding the identity and situation of the investor or third party receiving the subscriptions is kept up to date.
"The management society pays particular attention to the identity of persons residing in States or territories whose legislation is deemed insufficient or whose practices are considered to be an obstacle to the fight against money-laundering and the financing of terrorism by the international body for consultation and coordination in the fight against money-laundering.
"Art. 331-37. - The internal rules describe the conditions under which the management company ensures that, by its branches or affiliates located abroad, the obligations in the fight against money laundering and the financing of terrorism defined in Article L. 563-3 of the monetary and financial code, unless the local legislation hinders it, in which case the management company informs the service established in Article L. 562-4 of the monetary and financial code.
"The management company shall have procedures to comply with the provisions of title VI of the monetary and financial code and the texts taken for their application in the implementation of its management strategy.
"Art. 331-38. - The management company is implementing a monitoring system to verify compliance with legislative and regulatory requirements to combat money-laundering and the financing of terrorism.
"Art. 331-39. - I. - When implementing its investment policy or management strategy through the acquisition of receivables, the management company shall carry out the diligence required by the provisions of Title VI of Book V of the Monetary and Financial Code and the texts taken for their application to the assignor of receivables.
"The management company may enter into an agreement with a third party, having the quality of an equivalent financial organization or foreign institution, under which the corporation is responsible, under the responsibility of the fund management company, to carry out all the diligence required by the provisions of title VI of the monetary and financial code and the texts taken for their application to the assignor of receivables.
"This third party undertakes to communicate, at the request of the management company, all elements enabling the management company to verify compliance with the procedures and controls implemented with the above-mentioned contractual commitments.
“II. - In the implementation of its investment policy or management strategy for common debt funds through the conclusion of a term financial instruments contract, the management company ensures that the risk of money laundering and the financing of terrorism is assessed.
"It identifies, among other things, any financial instrument issued by legal persons acting in the form or on behalf of trust funds or any other structure for the management of an assignment heritage whose identity of constituents or beneficiaries is not known.
"In the event of a delegation of the management of common receivables, under the conditions set out in articles 331-10 to 331-12, the delegation contract provides that the delegate is responsible for the diligence set out in the preceding two paragraphs.
"Art. 331-40. - The management company shall establish procedures for the recruitment of its staff to comply with the provisions of heading VI of book V of the monetary and financial code and the texts taken for their application.
"It must provide its staff, when hiring, and on a regular basis thereafter, with information and training on obligations relating to the fight against money-laundering and the financing of terrorism, including the applicable regulations and its amendments, the laundering techniques used, prevention and detection measures, and the procedures and modalities of implementation referred to in Article 331-34.
"It raises awareness of the measures to be taken to ensure compliance with the provisions of title VI of book V of the monetary and financial code and the texts taken for their implementation.
"In the event of personnel being made available, the provision contract defines the terms and conditions for the performance of the above-mentioned obligations. »
XXV. - Article 331-16 becomes Article 331-41.
XXVI. - Article 331-17 becomes Article 331-42.
XXVII. - Article 331-18 becomes Article 331-43.
XXVIII. - Article 331-19 becomes Article 331-44.
XXIX. - Article 331-20 becomes Article 331-45.
XXX. - Section 331-21 becomes section 331-46.
XXXI. - Article 331-22 becomes Article 331-47.
XXXII. - Section 331-23 becomes section 331-48.
XXXIII. - Article 331-24 becomes Article 331-49.
XXXIV. - Article 331-25 becomes Article 331-50.
XXXV. - Article 331-26 becomes Article 331-51.
XXXVI. - Article 331-27 becomes Article 331-52.
XXXVII. - Article 331-28 becomes Article 331-53.
XXXVIII. - Article 331-29 becomes Article 331-54.
XXXIX. - Article 331-30 becomes Article 331-55.
XL. - Article 331-31 becomes Article 331-56.
XLI. - Article 331-32 becomes Article 331-57.
XLII. - Section 332-18 is as follows:
"An ordinary individual account of financial instruments shall not be receivable as of the date of settlement-booking of any given instrument.
"The Conservative account content establishes the procedures:
« 1° Allowing to highlight any assignment negotiations that may render an account balance of financial instruments receivable as at the date of settlement-delivery;
« 2° Preventing the advent of such a debtor balance. »
XLIII. - The sixth paragraph of section 332-39 is replaced by two paragraphs as follows:
"When in charge of the individual accounts of the principal's client, the agent ensures that its principal applies the procedures established under the second paragraph of section 332-18. If it finds that these procedures have not been implemented, it does not make the settlement-booking.
"However, in the event that, for technical reasons, it is not in a position to prevent the implementation of the settlement-booking system, it ensures that no financial instrument belonging to customers will be used for this purpose without their express agreement provided for in 2° of section 332-4. »
XLIV. - Article 332-53 is as follows:
"The preservative account content shall ensure that the following provision is implemented: if the French shares sold are not credited to the seller's account at the date of execution of the order, the seller is liable in respect of the purchaser's counterparty of a representative compensation for the amount of the detached dividends during the period between the day of execution of the order and that of the settlement-delivery. »
XLV. - In the second paragraph of Article 335-10, the word "bleaching" is replaced by the word "bleaching".
XLVI. - After section 335-24, "subsection 4" becomes "subsection 5".
XLVII. - In the second paragraph of Article 337-5, the reference: "in the first paragraph of Article 321-130" is replaced by the reference: "at 1° and 2° of Article 321-130".
XLVIII. - Article 337-9 is deleted.
XLIX. - After section 337-8, it is inserted a chapter VIII, a single section, their title and article 338-1 as follows:


“Chapter VIII



"Dissemination of financial analysis from abroad



« Single Section »



"Transparency of financial analysis from abroad



"Art. 338-1. - The provisions of sections 321-122, 321-125 to 321-127, 321-129 to 321-132, 321-134 and 321-135, 321-139 and 321-140 apply to foreign-based analysis and are accessible to investors who are typically or established in France, when dealing with issuers of financial instruments that make public use of savings in France:
« 1° Whose financial instruments are admitted to negotiations on a regulated market within the meaning of Article L. 421-1 of the monetary and financial code or for which a request for admission to negotiations on such a market has been submitted; or
« 2° Including titles are admitted to negotiations on an organized multilateral trading system referred to in Article 525-1. »
L. - In the ninth paragraph of section 411-5, the word "compartments" is replaced by the word "compartment(s)".
LI. - In the ninth paragraph of Article 411-7, the word "compartments" is replaced by the word "compartment(s)".
LII. - After section 411-33, the article 411-33-1 is inserted as follows:
"Art. 411-33-1. - The terms and conditions for calculating the beneficiary's debt on the CSAP, referred to in the fifth paragraph of Article R. 214-12 of the monetary and financial code, are as follows:
« 1° The basis for calculating the receivable is the total financial obligations of the CSAP arising from transactions on financial instruments or contracts referred to in I of Article L. 431-7-1 of the monetary and financial code before taking into account the property and rights constituting the guarantee;
« 2° The Portfolio Management Company obtains from the recipient of the security disclosure of the debt value calculated by the recipient;
« 3° The portfolio management company has an internal procedure that allows it to monitor the value of the debt communicated by the security beneficiary under 2° on a daily basis;
« 4° The internal procedure mentioned in the 3° includes a mechanism to reduce the observed value deviations. It sets the trigger thresholds for this device based on the nature of the receivable and defines decisions to reduce the value gap observed. »
LIII. - After the new article 411-33-1, an article 411-33-2 is inserted as follows:
"Art. 411-33-2. - The terms and conditions for the valuation of property or rights constituting the guarantee granted by the UCITS, referred to in the sixth paragraph of Article R. 214-12 of the monetary and financial code, are as follows:
« 1° Assets or rights constituting the guarantee are assessed in accordance with the valorization rules used by the UCITS to value its assets and assets;
« 2° The Portfolio Management Company obtains from the beneficiary property or rights that constitute the guarantee of the value of the goods or rights that constitute the guarantee calculated by the beneficiary;
« 3° The portfolio management company has an internal procedure that allows it to monitor the value of the goods or rights that constitute the guarantee communicated by the beneficiary under 2°;
« 4° The internal procedure mentioned in the 3° includes a device to reduce the observed enhancement deviations. It sets the trigger thresholds for this device and defines decisions to reduce the observed value gap. »
LIV. - In the seventh paragraph of Article 411-53-1, after the words: "the investment of the portfolio" are inserted the words: "an OPCVM".
LV. - Section 411-56 is amended to read:
(a) The second sentence of the first paragraph is deleted;
(b) After the third preambular paragraph, a subparagraph is inserted as follows:
"With the exception of the dedicated UCITS referred to in the 1st of Article 411-12, the general purpose OPCVMs whose assets are more than 80 million euros are required to certify quarterly the composition of the asset by the legal controller of the CIPO accounts. »
LVI. - In the last paragraph of Article 411-56-1, the words "fixed under conditions" are replaced by the words "fixed under conditions".
LVII. - Article 411-56-2 II is as follows:
“II. - The complete prospectus of the UCITS referred to in Article 411-56-1 also includes specific information on admission to negotiations on a regulated market, as specified by an AMF instruction.
"The complete prospectus is made public no later than the day the notice of the market company announces the admission to the negotiations of the shares or shares of the CSAOP.
"The prospectus must be effectively disseminated in one of the following forms:
« 1° Publication of the simplified prospectus in at least one national economic and financial information daily;
« 2° Provision of a complete prospectus free of charge to the headquarters of the portfolio management company and to the establishments designated by it, and publication of a summary of the prospectus, in the same manner as at 1°, or of a communiqué, whose portfolio management company ensures the effective and integral diffusion, which specifies the terms and conditions of the disposition.
"A copy of the complete prospectus is sent to any person who makes the request and the electronic version of the complete prospectus is posted on the portfolio management company's website and sent to the AMF for the purpose of posting on its website. »
LVIII. - In the first paragraph of Article 416-1, after the reference: "411-45", it is inserted the words: "and Article 411-56".
LIX. - After section 416-9, an article 416-10 is inserted as follows:
"Art. 416-10. - IMTFs must prepare an information document at the end of each quarter of the fiscal year, the content of which is defined in an AMF instruction.
"When the IMTF has compartments, periodic information documents are also prepared for each compartment.
"MIFs are required to certify the composition of the asset by the legal controller of their accounts on a quarterly basis. »
LX. - Chapter I of title II of Book IV is as follows:


“Chapter I



“Common debt funds


"Art. 421-1. - The provisions of this chapter shall be subject to the common debt funds governed by articles L. 214-43 to L. 214-49, R. 214-92 to R. 214-115, R. 732-6, R. 742-6, R. 752-6 and R. 762-6 of the monetary and financial code.


“Section 1



“ Placement of share of common debts


"Art. 421-2. - The transactions that the common debt funds make by public appeal to savings fall within the provisions of Book II title I, subject to the following provisions.
"Art. 421-3. - Shares of common debts are covered by Article L. 621-8 of the monetary and financial code.
"Art. 421-4. - The draft prospectus referred to in Article 212-1 is prepared jointly by the management company and the depositary.
"When the common debt fund includes compartments, the prospectus is established for each emitter compartment.
"Art. 421-5. - For the purposes of the provisions of Article 212-14, the management company and the depositary assume responsibility for the prospectus.
"Art. 421-6. - The termination letter prepared by the legal auditors of the accounts in accordance with the provisions of Article 212-15 shall be delivered to the management company and the depositary.
"Art. 421-7. - The criteria and conditions mentioned in 1° of section 212-17 may be presented in the following form in the prospectus:
« 1° A fork for nominal and subscription price;
« 2° A performance deviation or a yield gap range from a specific market reference for the actuarial rate. Unless specific market circumstances, actuarial rate ranges shall not exceed 0.10 per cent.
"Art. 421-8. - The notation document referred to in Article L. 214-44 of the monetary and financial code must be communicated to the AMF at least two days of negotiation before the desired date for obtaining the visa.
"Art. 421-9. - The period referred to in section 212-21 is reduced to five days of negotiation.
"Art. 421-10. - The period referred to in section 212-22 may be reduced to five days of negotiation when the management company and the depositary certify that the draft prospectus relating to a compartment has operating rules strictly identical to those provided in the draft prospectus relating to a compartment of the same fund previously covered by the AMF.
"Art. 421-11. - For the purposes of the provisions of 2° I of Article 212-27, investors may obtain free of charge communication from the prospectus to the management company and the suppliers responsible for collecting subscriptions. They may also obtain free communication from the settlement of the fund and, where applicable, from the compartment.


“Section 2



« Periodic and permanent information



"Subsection 1



“Permanent information


"Art. 421-12. - Common receivables funds are subject to articles 222-1 to 222-11.


"Subsection 2



« Periodic information


"Art. 421-13. - At the end of each fiscal year, the management company shall establish, under the control of the depositary, the accounting records of the fund, the list of which shall be specified by an instruction of the AMF.
"Art. 421-14. - No later than four months after the end of the fiscal year, the management company shall prepare and publish, under the control of the depositary of the fund and after verification by the legal account controller, a record of activity of the fiscal year, the content of which is determined by an instruction of the AMF.
"At the latest three months after the end of the first semester of the fiscal year, the management company shall prepare and publish, under the control of the depositary of the fund and after verification by the legal auditor of the accounts, a biannual activity report, the content of which is determined by an instruction from the AMF.
"When the common receivables fund includes compartments, the records are prepared for each compartment and the annual accounts and their annexes are also prepared, if any, for the compartment.
"Art. 421-15. - The business records referred to in section 421-14 shall be transmitted to the holders of shares or debts upon request.
"Any investor may obtain, at no cost as soon as they are published, from the management company and the depositary, the business records.
"These documents are issued by mail or any other means provided in the fund's prospectus. Among the possibilities offered, the investor chooses the means of receiving these documents.
"A copy of these documents is sent to the AMF.
"Art. 421-16. - The management company periodically distributes information on the assets and liabilities of the fund under conditions determined by an AMF instruction.
"Art. 421-17. - The management company shall file with the AMF, after the publication of its activity report of the fiscal year, the document referred to in section 221-1-1. »
LXI. - In the second paragraph of section 531-9, the words "specified elements" are replaced by the words "specified elements".


Done in Paris on 1 September 2005.


Thierry Breton


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