Title I: Operations

Persons or entities that have not been authorised to do so by law are prohibited from making a public offer, within the meaning of Regulation (EU) No 2017/1129 of 14 June 2017, of financial securities or shares, on pain of nullity of the contracts entered into or the securities or shares issued. They are prohibited, on pain of the same nullities, from issuing negotiable securities. It is also forbidden for…

Notwithstanding the provisions of the first sentence of the first paragraph of Article L. 411-1, the following public offers are authorised: 1° The offer of financial securities or shares exclusively to a restricted circle of investors acting on their own behalf or to qualified investors. A qualified investor is a person defined in point e of Article 2 of Regulation (EU) No 2017/1129 of 14 June 2017. A restricted circle…

Special conditions may be attached to the following offers of financial securities or shares to the public: 1° A public offer of less than a certain amount. The total amount of the offer is calculated over a period of twelve months; 2° A public offer in which the beneficiaries acquire financial securities or shares for a total amount per investor and per separate offer in excess of a certain amount;…

Notwithstanding the provisions of Article L. 411-1, a public offer of the following financial securities is authorised: 1° Financial securities issued by a State ; 2° Financial securities guaranteed by a State; 3° Financial securities issued by the European Central Bank or the central bank of a State; 4° Financial securities issued by institutions of the European Union and international organisations; 5° Financial securities issued by public administrative establishments, by…

For the purposes of the provisions of the Criminal Code and Order no. 45-2138 of 19 September 1945 establishing the Ordre des Experts Comptables and regulating the title and profession of Chartered Accountant, legal entities or companies carrying out the transactions referred to in 1° and 2° of article L. 411-2 are not deemed to be making a public offer.