Guide for Preparing Prospectuses and Information to be Provided in Case of a Public Offer or Admission of Financial Instruments

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I - Issuers and Financial Information
I. 5 - Financial Operations
I. 5.1. Guide
Doctrine
Prospectus

Guide for Preparing Prospectuses and Information to be Provided in Case of a Public Offer or Admission of Financial Instruments

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Applicable as of July 28, 2023
Position - Recommendation DOC-2020-06

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Summary
The AMF has updated its doctrine regarding information to be provided in case of a public offer or admission on a regulated market and consolidated it within a new guide containing positions and recommendations from the AMF (presented in boxes) and ESMA. Its objective is to present the new prospectus regulation as a whole. This guide comprises 3 parts:
the first part presents the information to be provided in prospectuses approved by the AMF. A section is specifically dedicated to the presentation of risk factors; the second part presents the information to be provided in case of exemption from a prospectus (presentation of national provisions); and the third part gathers and updates the positions and recommendations of the AMF as well as those of ESMA on the issuance and admission of equity securities and securities giving access to capital. Modifications made as of July 28, 2023

: In order to improve investor information during issuances with pre-emptive subscription rights, it is now recommended that issuers insert, within the proposed offer calendar presented in the prospectus summary, a statement indicating: "The custodian of the DPS holder may shorten the deadlines (deadline date and time) for the exercise of pre-emptive subscription rights. We remind you that custodians must inform investors through securities operations and we invite investors to contact their custodian." This statement has been integrated into the guide : in paragraph 2.1 of the 3rd part: insertion of a new recommendation applicable to issuances with pre-emptive subscription rights stating that "In the event of a capital increase with maintenance of DPS by an issuer whose shares are admitted to trading on the regulated market, the AMF recommends that this issuer insert, within the proposed operation calendar indicated in the prospectus and within the communications regarding the operation published on the issuer's website, a statement indicating: 'The custodian of the DPS holder may shorten the deadlines (deadline date and time) for the exercise of pre-emptive subscription rights. We remind you that custodians must inform investors through securities operations and we invite investors to contact their custodian.'"; as well as; in paragraph 2.3 of the 1st part: clarifications provided in the 4th section "description of the offer and/or admission - Mention in case of capital increase with maintenance of DPS on the regulated market". Furthermore, the conditions for filing a prospectus on a voluntary basis have been clarified (1st part - questions 3.1 and 3.2). The section describing the regime for crowdfunding in case of a public offer below the €8M threshold has been updated (2nd part - paragraph 2).

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The AMF has updated its doctrine regarding information to be provided in case of a public offer or admission on a regulated market and consolidated it within a new guide containing positions and recommendations from the AMF (presented in boxes) and ESMA. Its objective is to present the new prospectus regulation as a whole. This guide comprises 3 parts: - the first part presents the information to be provided in prospectuses approved by the AMF. A section is specifically dedicated to the presentation of risk factors; - the second part presents the information to be provided in case of exemption from a prospectus (presentation of national provisions); and - the third part gathers and updates the positions and recommendations of the AMF as well as those of ESMA on the issuance and admission of equity securities and securities giving access to capital.

Download the doctrine

The AMF has updated its doctrine regarding information to be provided in case of a public offer or admission on a regulated market and consolidated it within a new guide containing positions and recommendations from the AMF (presented in boxes) and ESMA. Its objective is to present the new prospectus regulation as a whole. This guide comprises 3 parts: - the first part presents the information to be provided in prospectuses approved by the AMF. A section is specifically dedicated to the presentation of risk factors; - the second part presents the information to be provided in case of exemption from a prospectus (presentation of national provisions); and - the third part gathers and updates the positions and recommendations of the AMF as well as those of ESMA on the issuance and admission of equity securities and securities giving access to capital.

Download the doctrine
Reference texts

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation")

The AMF has updated its doctrine regarding information to be provided in case of a public offer or admission on a regulated market and consolidated it within a new guide containing positions and recommendations from the AMF (presented in boxes) and ESMA. Its objective is to present the new prospectus regulation as a whole. This guide comprises 3 parts: - the first part presents the information to be provided in prospectuses approved by the AMF. A section is specifically dedicated to the presentation of risk factors; - the second part presents the information to be provided in case of exemption from a prospectus (presentation of national provisions); and - the third part gathers and updates the positions and recommendations of the AMF as well as those of ESMA on the issuance and admission of equity securities and securities giving access to capital.

Download the doctrine
Reference texts

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation") Keywords

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Publisher: The Director of the Communication Department of the AMF. Contact: Communication Department, Autorité des marchés financiers - 17, place de la Bourse - 75082 Paris Cedex 02