Approval Of AMF General Regulation For The Creation Of A Segment On The Regulated Market For Listings With No Prior Public Offering

The Order of 7 December 2007 approving the General Regulation of the AMF was published in the Official Journal on 19 December 2007.

The new mechanism, which forms part of the AMF's Better Regulation approach, allows a segment to be created on the regulated market for the listing of securities that have not been offered to the public. TheGeneral Regulation was prepared following a public consultation launched on 1 October 2007: http://www.amf-france.org/documents/general/7938_1.pdf (in French only). A summary of the consultation feedback was published on 19 November 2007 and can be viewed online at http://www.amf-france.org/documents/general/8029_1.pdf (in French only).

Under the new framework, a market operator will be allowed to open a segment on its regulated market for listings without a prior public offering. Securities may be listed on the segment by "technical admission"¹ or further to a private placement with qualified investors. The new regulations have therefore been adjusted to reflect the professional status of the investors concerned and include some waivers from the special requirements of the AMF General Regulation.

However, all the statutory and regulatory provisions stemming from European directives, particularly the Prospectus, Market Abuse², Transparency³ and Accounting directives, that apply to issuers whose financial instruments are admitted to trading on a regulated market are enforced on this segment.

The mechanism has two main components:

simplified listing requirements:
- no need to produce a completion letter from the statutory auditors,
- no need for a statement by the investment services provider,
- no need to translate the summary into French if it was drawn up in a language customary in the sphere of finance;
streamlined permanent and periodic reporting requirements:
- all regulatory information can be published in a language customary in the sphere of finance,
- no need to publish statutory auditor fees,
- no need to prepare pro forma accounts for the purposes of periodic reporting.

Additionally, a special section for companies wishing to list their securities in this segment has been added to Instruction 2005-11 of 13 December 2005 on disclosure requirements for public offerings. The streamlining measures for listings on this segment concern:

the file to be submitted for the AMF as part of the draft prospectus review;
the procedures for reviewing applications for approval.

Furthermore, the AMF Recommendation of 20 January 2007 on dissemination through the print media of financial information by companies listed on a regulated market has been updated accordingly http://www.amf-france.org/documents/general/7590_1.pdf (in French only).,

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¹i.e. admission without prior fundraising.

²Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse); Directive 2003/124/EC of 22 December 2003 implementing Directive 2003/6/EC as regards the definition and public disclosure of inside information and the definition of market manipulation - Directive 2003/125/EC of 22 December 2003 implementing Directive 2003/6/EC as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest – Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers' transactions and the notification of suspicious transactions.

³Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC.