Knowledge Base
Identify threshold crossings and disclosure requirements
What is the sanction incurred for non-compliance with disclosure requirements under Article L.233-14 of the Code de commerce?
In case of non-compliance with disclosure requirements, the declarant faces automatic forfeiture of voting rights on shares exceeding the undeclared fraction for a period of two years. This sanction is automatic and must be applied by the general meeting bureau without discretion. It was upheld as constitutional by the Constitutional Council in its decision of February 28, 2014.
What is the fixed fee due to the AMF per declaration?
A fixed fee of 750 euros is due to the AMF per declaration. This amount is required to cover the administrative costs of processing declarations. It is important to note that this payment must be made concurrently with the submission of the complete file.
What is the deadline for declaring a threshold crossing under Article 223-14 of the AMF General Regulation?
The declaration deadline is four trading days following the crossing, before the close of the trading session. This requirement ensures rapid transparency of information for investors. The declaration must be sent simultaneously to the issuing company by registered letter with acknowledgment of receipt and to the AMF electronically, accompanied by a paper copy to the Issuers Division.
What are the legal disclosure thresholds for holders of securities in a listed company under Article L.233-7 I of the Code de commerce?
The legal disclosure thresholds are set at 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90%, and 95% of share capital or voting rights. These thresholds correspond to specific fractions of capital, such as one-twentieth for 5% or one-tenth for 10%. It is crucial to monitor both the proportion of capital and the proportion of voting rights, as they may evolve independently, particularly in the presence of double voting rights shares or treasury shares.
The statement of intent is mandatory only when crossing the 10%, 15%, 20%, or 25% thresholds downward.
The statement of intent is mandatory when crossing the 10%, 15%, 20%, or 25% thresholds upward. It must specify the declarant's objectives for the next six months, including the financing methods for the acquisition, any potential concert action, the intention to continue or cease purchases, the plan to acquire control, the envisaged strategy, and any planned transactions. Any change of intent within this period requires a new reasoned declaration without delay.
Categorize items by dragging them to the appropriate zones
Items to categorize:
Required for a statement of intent
Not required for a statement of intent
A statement of intent must include the declarant's objectives for the next six months, the financing methods for the acquisition, any potential concert action, the intention to continue or cease purchases, the plan to acquire control, and the envisaged strategy. These elements are essential for assessing the declarant's strategic intentions and ensuring transparency.
Equity swaps are considered assimilated securities under Article L.233-9 of the Code de commerce.
Equity swaps are indeed considered assimilated securities because they represent an economic effect similar to share ownership. This inclusion resulted from the 2012 reform that closed a regulatory loophole exploited in the LVMH/Hermes affair. Equity swaps must be declared because they can enable the building of a significant stake without direct share ownership.
Assimilated securities under Article L.233-9 of the Code de commerce
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Assimilated securities include those held by other persons on behalf of the declarant, those of controlled companies, those of third parties acting in concert, those that the declarant is entitled to acquire, equity swaps, contracts for difference with physical or cash settlement, shares deposited with discretionary voting rights, and shares subject to temporary transfer with recall rights. This broad assimilation resulted from the 2012 reform following the LVMH/Hermes affair.