The ministerial order of 14 June 2012 approving amendments to Books II and III of the AMF GeneralRegulation was published in the Official Journal of the French Republic dated 11 July 2012. As a result, the AMF is setting out the new provisions and the timetable for their implementation.
In a ministerial order published in the Official Journal of the French Republic on 11 July 2012, the Minister of Economy and Finance approved the amendments to the AMF General Regulation on complaint handling, market surveys, takeover bids and prospectuses.
Complaint handling:
he amendments to Book III of the General Regulation resulted from the recommendations of the report on investor compensation produced by a working group co-chaired by AMF Board members Jacques Delmas-Marsalet and Martine Ract-Madoux. The new provisions, which were drawn up within the framework of the joint unit with the Autorité de contrôle prudentiel (ACP), supplement the obligations applicable to investment services providers (ISPs) and also apply to financial investment advisers (FIAs) and real estate investment trust management companies.
The amendments consist essentially of:‐
- the obligation for the entity in question to undertake to respond to a customer complaint within a maximum of two months, except in duly justified exceptional circumstances;‐
- the implementation of an equal and consistent complaint handling procedure;‐
- the allocation of the resources and expertise necessary for such complaint handling;‐
- the obligation to monitor complaints in order to identify problems and rectify them;‐
- and the introduction of a principle of proportionality in order to take account of the size and structure of the entity in question.
AMF Instruction 2012-07 definitively sets out how to apply this new procedure.
Following the example of the ACP recommendation on complaint handling, this new procedure shall enter into force on 1 September 2012. Entities regulated by the AMF and the ACP will then be subject to astandardised procedure that will allow complaints to be handled more effectively.
Market surveys:
The amendments to Book II of the General Regulation aim to legally consolidate the procedure applicable to investment services providers that survey investors when preparing a financial offering.
The new provisions are supplemented by the Association française des marchés financiers (AMAFI) "[Professional standard] on market surveys and investor tests", which was approved by the AMF Board on27 March 2012 as a set of professional rules.
Following an opinion from the Association française des établissements de crédit et des entreprises d’investissement (AFECEI), the AMF Board extended the provisions of this standard such that they alsoapply to investment services providers that are not AMAFI members.
The amendments to the General Regulation, as well as the professional standard, will enter into force on11 October 2012. Breach of this professional standard may give rise to a sanction issued by the AMF Enforcement Committee.
The AMF points out that the AMAFI has also adopted a commentary document for the implementation of this standard. This commentary has not been subject to AMF approval.
Takeover bids:
- The amendments to Book II of the General Regulation on takeover bids aim mainly to:- extend the condition precedent relating to the examination by European and American competition authorities such that it also applies to any antitrust authorisation procedure in another country;-
- authorise, under certain conditions, the offeror to carry out a share buyback programme during the offer and pre-offer periods when the offer consideration consists fully or partly in shares of the offeror;-
- introduce on organised multilateral trading facilities (Alternext) two new exemptions to the requirement to file a mandatory offer;-
- extend the application of the rules on takeover bids such that they also apply to voluntary offers targeting companies admitted to trading on the aforementioned markets, it being understood that NYSE Euronext has officially requested the AMF to apply the entirety of its General Regulation totakeover bids targeting companies listed on the Alternext market.
Prospectuses:
Lastly, the other amendments to Book II aim to transpose Directive 2010/73/EU (the "revised directive") amending several aspects of Directives 2003/71/EC (the "Prospectus directive") and 2004/109/EC (the "Transparency directive")1.
These amendments to the General Regulation, which did not require a prior amendment to the law, concern mainly:-
- exemptions to the requirement to draft a prospectus;-
- the content, summary note, validity and publication of the prospectus;-
- the passport;-
- the deletion of the information document compiling the publications issued in the last 12 months by listed companies.
On 29 June 2012, the AMF published a brief overview of the main provisions resulting from the revision ofthe Prospectus directive for the attention of issuers and investors.
1The revised directive entered into force on 12 December 2010 and should have been transposed by Member Statesby 1 July 2012 at the latest.