FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

29 PROSPECTUS 42 In this case as well, several different situations should be differentiated, it being specified that the adoption of Regulation (EU) no. 2017/1129 of June 14, 2017, concerning the prospectus to be published when securities are offered to the public, has significantly amended the rules governing the filing of a prospectus, the circumstances entitling filers to exemptions and related thresholds, the documents required and their content. Most of these rules will come into force on July 21, 2019. Article 212-12 of the AMF General Regulations gives companies the option of drawing up a prospectus in a language commonly used by the financial community other than French, even in the event of an initial public offering in France. In the case of a public offering of securities in France, for which, in accordance with European law, the AMF is the competent authority (as would be the case if the issuer is headquartered in France and the public offering concerns equity securities), the prospectus must be written in French. It may, however, be written in a language commonly used by the financial community other than French in the following circumstances: n the securities are being admitted to a regulated market or a multilateral trading facility for the first time in France only or in one or more other European Union Member States or countries party to the agreement on the EEA; n the issuer’s prospectus, which was drawn up when the securities were first admitted to trading on a regulated market, is written in a language commonly used by the financial community other than French; n the public offering concerns debt securities and is carried out in France only or in one or more other European Union Member States or EEA member countries; n the issuer’s statutory headquarters are located in a non-EEA member country and the public offering is for employees of the issuer working at subsidiaries or establishments in France. In all of the above-mentioned special circumstances, the summary of the prospectus must be translated into French. It should be noted that an offer of securities to the public (as defined in article L. 411-1 of the French Monetary and Financial Code – Code monétaire et financier ) involves: n sending a communication in any form and by any means to persons and presenting 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; or n the placement of securities by financial intermediaries. “Placement of securities” refers to all techniques used to sell a large quantity of securities on the market. Initial public offerings, block trades, capital increases, and public bond issues are the four main types of transactions that constitute the placement of securities. 42 – Article 212-12 of the AMF General Regulations; AMF Position/ Recommendation no. 2015-02 on initial public offerings (section 6).