|
|
The transposition of the Prospectus Directive into
Some companies have used the new arrangements to list their securities on Alternext following a private placement for qualified investors, thus deliberately placing themselves outside the framework of public issuance of securities. Euronext Paris, the Alternext market operator, makes it clear in its listings which companies have made a public issue and which have not.
The following question was put to the AMF: if a company is listed after its securities were offered in a private placement for qualified investors, can any investor place an order with a financial intermediary in order to acquire these securities?
In response to this question, the AMF wishes to clarify that the fact of bringing securities to market in a private placement for qualified investors does not mean that other investors cannot acquire these securities.
However, if an investment services provider (ISP) receives an order from a non-qualified investor for this type of security, before accepting such order for transmission to a market member or for execution, the ISP must carry out the necessary due diligence to ascertain whether the investor is fully aware of the specific risks associated with the financial instrument in question.
Under current legislation, this requirement is set down in Article 321-48 of the AMF General Regulation. From
In any event, ISPs and shareholders selling their shares must refrain from targeting retail investors through marketing, particularly through advertising or direct marketing. Rather, if requested by retail investors to transmit or execute an order, the ISP must warn them about the specific features of this market.