Print from the website of the AMF
Published on May 27, 2013
In return for raising funds from investors, companies must meet transparency requirements. The minimum disclosure requirements are determined by the AMF General Regulations and cover performance, financial positions and major changes to the shareholding structure. Listed companies must publish without delay any material information that could impact the share price.
Periodic disclosures are the regular disclosures that issuers provide to the AMF and the public on an annual, half-yearly and quarterly basis.
The half-yearly financial report must be published within two months of the end of the first half of the financial year. Quarterly reports must be published within 45 days of the end of the first and third quarters of the financial year.
Ongoing disclosures are vital to ensuring that the market receives material information. These are disclosures that could, if made public, have a material impact on the company’s share price. They must be distributed by listed companies and brought to the attention of the public without delay (Art. 223-2 of the AMF General Regulation).
Where trading in an issuer’s securities features large price swings or unusual trading volumes, and if there are reasonable grounds to believe that a person is preparing a public offer, the AMF may require that person to announce their intent by a deadline set by the AMF. The anti-rumour mechanism is applied when the AMF sees fit; it remains the exception and is used only when ordinary law provisions on disclosures are insufficient.
If the AMF is planning to implement this measure, it:
According to the provisions of Article L. 233-7 I and II of the Commercial Code, when a shareholder, acting alone or in concert, reaches, exceeds or falls below the statutory thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 33%1/3, 50%, 66%2/3, 90% and 95% of an issuer’s capital or voting rights (Art. L. 233-10 of the Commercial Code), it must notify the company and the AMF of this no later than before the close of trading on the fourth trading day following the change. The AMF makes this information public (Art. 223-14 V of the AMF General Regulation).
Companies whose shares are admitted to trading on a regulated market must publish each month, according to the procedures set down in Article 221-3 of the AMF General Regulation, the total number of voting rights, determined in accordance with the requirements of Article 223-11 (number of theoretical voting rights), and the number of shares making up the share capital if these figures have changed relative to those published previously (Art. 223-16 of the AMF General Regulation).
Article L. 233-7 VII of the Commercial Code states that any person that crosses above the threshold of 10%, 15%, 20% or 25% of capital or voting rights must send the company and the AMF a statement of intent for the coming six months no later than before the close of trading on the fifth trading day following the change. In the event of a change in intent within the six-month period following the statement of intent that was originally filed, a new statement must be issued promptly to the company and to the AMF and made public under the same conditions (Art. 223-17 IV of the AMF General Regulation). The six-month period begins again with this new statement.
Under Article L. 233-11 of the Commercial Code, any clause of an agreement providing for preferred terms for buying or selling shares admitted to trading on a regulated market and covering at least 0.5% of the capital or voting rights of the company that issued the shares must be sent within five trading days from the signature of the agreement or the rider introducing the clause to the company and to the AMF, which will publish the information.
Article L. 621-18-2 of the Monetary and Financial Code requires senior managers to report their transactions in the shares and related financial instruments of the company in which they hold their position.
Companies listed on Alternext must meet the disclosure requirements set by market rules. These include the requirement:
Companies listed Alternext are also subject to the same ongoing disclosure requirements as companies listed on a regulated market. In particular, they must promptly make public any information that could have an impact on their share price.
Furthermore, if any shareholder acting alone or in concert reaches, exceeds or falls below the major holding threshold of 50% or 95% of capital or voting rights, it must inform the company and the AMF of this no later than before the close of trading on the fourth trading day following the change.
Senior managers are also required to report such transactions within five trading days.
Legal information
Head of publications: The Executive Director of AMF Communication Directorate.
Contact: Communication Directorate – Autorité des marches financiers 17 place de la Bourse – 75082 Paris cedex 02