FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

114 9  z FINANCIAL TRANSACTIONS The reform of the public offering regime implemented by the order of January 22, 2009, abandoned the appel public à l’épargne (public offering) concept specific to France, in favour of “admission to a regulated market” and “offer of securities to the public”. An offer of securities to the public consists of: n a communication addressed to persons which presents sufficient information on the terms and conditions of the offer and on the securities concerned in order to enable an investor to decide to purchase or subscribe for these securities; n the placement of securities by financial intermediaries. A certain number of exemptions from these requirements are provided for in articles L. 411‑2 et seq. of the French Monetary and Financial Code. An offer of securities to the public generally requires the publication of a document (the prospectus) intended for the public that describes the content and the terms and conditions of the transaction concerned, as well as the organisation, the financial position and changes in the issuer’s business activity and any underwriters of the securities concerned by the transaction. This document is drafted in French or, in the cases set forth in the AMF General Regulations, in another language commonly used by the financial community. In principle, it includes a summary and, where applicable, must be accompanied by a translation into French of the summary. Regulation (EU) no. 2017/1129 of June 14, 2017, which will enter into force on July 21, 2019, aims to streamline this summary, stipulating that it must be no longer than seven sides of A4-sized paper and can be extended by three additional sides of A4-sized paper to identifiably substitute content of key information documents of the PRIIPs regulation 160 . The summary must contain a maximum of 15 risk factors and include those “specific” to the issuer, securities and, where applicable, the guarantor, as well as those “of most relevance” for sound investor decision-making. The risk factors should also be presented in a selective manner in the prospectus in accordance with Regulation (EU) no. 2017/1129 of June 14, 2017, the objective of which is to end the exhaustive reporting of risk factors that enabled issuers to limit their responsibility. Risk factors should therefore be: n limited to those risks which are specific to the issuer and/or the securities and which are important for investment decision-making; n ranked according to their probability of occurrence and the expected magnitude of their negative impact; n presented in a limited number of categories depending on their nature. Regulation (EU) no. 2017/1129 grants ESMA a mandate to develop guidelines to assist competent authorities in their review of the specificity and materiality of risk factors and of the presentation of risk factors across categories depending on their nature. 160 – Article 8.3 of Regulation (EU) no. 1286/2014 of November 26, 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs).