Act N° 2014-1162 of 30 December 2014 (the "Transposing Act") has transposed into French law the amendments provided for by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 (the "Amended Transparency Directive") with respect to the disclosure obligations of listed companies. "Listed company" means a French issuer, the stock securities of which are admitted to trading on a French regulated market (Euronext Paris) or on any regulated market of a member State of the European Economic Area. The provisions set out below accordingly do not apply to companies listed on Alternext Paris.
All of the amendments set out below (apart from Section 4) are applicable from 1 January 2015.
1. Removal of the obligation to issue quarterly financial disclosures
Removal of the legal obligation
Until 1 January 2015, a listed company was required to issue at the end of the first and third quarters financial disclosures presenting the net revenues broken down by division of business, a general description of the financial situation and earnings of the company and the entities under its control, and an explanation of transactions and events during the period and their impact on that financial situation.
Listed companies are no longer required to release that quarterly financial information.
The reasons for this removal were (i) the desire to lighten the disclosure obligations borne by small and medium-sized issuers, for which that disclosure could be a significant burden without being necessary for investor protection, and (ii) the finding that this obligation was likely to favour short-term performance and to deter long-term investment.
Option to release quarterly financial information on a voluntary basis - AMF Recommendation
Listed companies may, however, continue to release quarterly financial information, or even quarterly accounts, on a voluntary basis.
In this respect, the Autorité des marchés financiers ("AMF") has issued a recommendation intended to advise issuers as to their decisions to release quarterly financial information or not (the "AMF Recommendation").
The AMF Recommendation deals with the following points:
- A listed company may elect to issue quarterly financial information or not, but it is required to determine a clear-cut policy, consistent over time, and to include that information in the financial calendar posted on its website.
- If quarterly financial disclosures are issued, they must comply with the principles applicable to financial information and be true, accurate and not misleading. The quarterly financial disclosures should be accompanied by a commentary on major events during the quarter.
- Listed companies are required to comply with the principle of equal access to information among the various classes of investors (public, analysts, financial partners, etc.) and among the countries where their securities are admitted to trading.
- Listed companies electing not to issue quarterly financial disclosures must ensure that they comply with their obligations with respect to ongoing information, and if applicable, release the quarterly financial information of which they are aware if it constitutes inside information.
- The AMF recommends that listed companies, as soon as possible after the close of the financial year and no later than 60 days after the end of the fiscal year, release the information relating to annual revenues for the elapsed year, accompanied by a comparison, unless they have published their annual results by that date.
2. Extension of the deadline for publication of the half-yearly financial report - Extension of archiving period
Listed companies are now allowed an extra month to publish their half-yearly financial reports. The period allowed to circulate that report has been extended from two to three months.
This extension was a long-standing request of French listed companies.
This half-yearly report, together with the annual financial report, is now to be kept at the public's disposal for ten years at least, instead of five years previously.
3. Modification of determination of the home Member Statefor a third-country issuer
The Transposing Act removes the option for issuers not established in France and the securities of which are not listed in France to choose France as their home Member State, and accordingly choose the AMF as the competent authority to supervise compliance with their obligations with respect to financial disclosures.
4. Other measures to be transposed into French law
The Transposing Act permits the Government to enact by means of Ordinances such other legislative measures as may be required to transpose the Amended Transparency Directive. The sanctions regime connected with the transparency obligations, and the French rules relating to notification thresholds, ought to be concerned. However, as the French law on these two issues was already consistent with the requirements of the Amended Transparency Directive, it can be safely forecast at this stage that any amendments will be marginal only.