4.2 Obligation to publish a prospectus

The requirement for issuers/offerors of securities on the EU market to publish a prospectus is laid down in the Prospectus Directive 2003. In French law, this obligation is implemented in an act of Parliament and the General Regulation of the French Authority for the Financial Markets (Règlement Général de l'Autorité des marchés financiers, RG AMF). Section L. 412-1 of the French Monetary and Financial Code contains the requirement that natural persons and legal persons who make an offer of securities to the public or request listing of their securities on a regulated market must, prior to doing so, publish and make available to any interested party a document that informs the public about the content, terras and conditions of the offer, about the issuer's organisation, financial situation and business prospects and about any guarantor of the financial instruments included in that process, all subject to the conditions as determined in the General Regulation of the AMF.

An offer of securities to the public encompasses every communication addressed by any forms or means to the public which is sufficiently precise about the conditions of the offer and the financial securities on offer in such a way that it enables an investor to decide to buy or subscribe for these financial instruments. The placement of financial securities through intermediaries also qualifies as an offer of financial instruments.1 On the basis of this definition the sponsoring banks qualify as offerors of financial instruments.

Section 212-1 of the General Regulation of the AMF contains the obligation to publish a prospectus prior to any offer of securities to the public or any listing of securities on a regulated market2 in the territory of the European Economic Area, i.e. the European Union and the parties to the EEA-agreement. The draft prospectus needs approval by the AMF or the competent authority of another Member State, before it can be published or distributed.3

The prospectus must contain all the information which is necessary, taking into account the particular nature of the issuer as well as the securities on offer, to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor of the securities on offer, as well as the rights attached to such securities and the conditions of the issue. This information must be presented in a comprehensible form such that the information can be easily analysed.4 Furthermore, section 212-7 of the General Regulation of the AMF requires that the prospectus must be drawn up in accordance with the Prospectus Regulation 2004. The General Regulation of the AMF provides for the exceptions and exemptions5 from the obligation to publish a prospectus as prescribed by the Prospectus Directive 2003.6