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France

Law and regulation of private placement of common stock in France

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
France
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1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EU state, other than Qualified Investors.
  • Aggregate amount of the offer is less than EUR 8m in a rolling 12 month period. For offers below EUR 8m of securities not admitted to trading, the issuer must file a summary information document with the Autorité des marchés financiers (AMF) prior to the beginning of the offer. The information document does not have to be approved by AMF but the content must comply with its requirements. If made available on a crowdfunding website the summary information document must be made available on the website before the offer begins.

Admission to trading on a regulated market of:

  • Securities (i) fungible with securities already admitted to trading on the same regulated market, and (ii) representing, over a period of 12 months (12 month rolling basis), less than 20% of the number of securities already admitted to trading on the same regulated market.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, provided that the individual qualifies as a Qualified Investor under the Prospectus Regulation (i.e. a professional client under MIFID).

3.3 Retail/public/others

Only on the basis of an approved prospectus or subject to complying with the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to being licensed to provide investment services in France and subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

Reverse solicitation can be considered on a case-by-case basis, provided that it does not have the purpose or effect of circumventing the exemption rules, described in paragraph 2 above, which are strictly interpreted.