Option For Euronext-Listed Companies To Transfer To Alternext: Approval Of AMF General Regulation

Act 2009-1255 of 19 October 2009 on promoting access to credit for small and medium-sized businesses and improving the functioning of financial markets allows companies listed on a regulated market to apply to have their financial instruments admitted to trading on an organised multilateral trading facility¹.

Since these new legal provisions were introduced, the AMF has worked with industry² to recast several articles of its General Regulation. An Executive Order approving the amendments to the AMF General Regulation was issued on 4 November 2009 and published in the official gazette on 13 November 2009.

The legal and regulatory requirements governing the transfer option include the following:

Transfer requirements
- the issuer's market capitalisation must be less than EUR 1 billion;
- a general meeting of shareholders must be held at least two months before the proposed transfer in order to vote on the project;
- the issuer must publish two news releases about the proposed transfer:
  1. the first one informing the public at least two months before the planned transfer date;
  2. the second issued after the general meeting that approved the transfer and as soon as the issuer's executive body has decided to effect the transfer.
  These two news releases set out the reasons for the planned transfer and explain its impact, notably from a legal, financial and accounting perspective, on shareholders and the public. The releases must also include the planned timetable for the transfer.
Regime applicable to transferred companies
The Act provides that the legislation governing public offers³ and major holdings that applies on regulated markets will remain in place.

¹ The rules of Euronext Parisand Alternext Paris have been amended accordingly.

² To see the summary of feedback to the public consultation on options for listed companies to transfer from Euronext to Alternext, go to the AMF website and look under Consultations > AMF Consultations > Other Subjects (in French only).

³Note that the possibility of making a buyout offer followed where applicable by a squeeze-out remains valid and is not subject to a time limit.