262 5 Equity and Shareholders’ Capital
son asking for admission of securities to trading on a regulated market draw up a
prospectus. The prospectus can be drawn up as a single document or separate doc-
uments. In some cases, there is an exemption from the obligation to publish a pro-
spectus.^635
Fast-track procedure. GET SA chose to prepare the prospectus as separate
documents. This alternative provides a “fast-track procedure” for issuers.^636
A prospectus composed of separate documents must divide the required infor-
mation into a registration document, a securities note and a summary note. The
registration document contains information relating to the issuer. The securities
note contains information concerning the securities offered to the public or to be
admitted to trading on a regulated market.^637
Filing of registration document. According to the Prospectus Directive, “[n]o
prospectus shall be published until it has been approved by the competent author-
ity of the home Member State”.^638 GET SA therefore filed a registration document
with Autorité des marches financiers (AMF), the French supervisory authority.
AFM registered the registration document on 21 March 2007 and notified GET
SA of its decision.^639 According to the Prospectus Directive, a registration docu-
ment is valid for a period of up to 12 months.^640
As GET SA already had a registration document approved by the competent
authority, it only had to draw up the securities note and the summary note before
securities were to be offered to the public or admitted to trading on a regulated
market.^641
Filing of securities note and summary. GET SA filed a securities note relating
to the issue by GET SA and the admission to trading on Eurolist by Euronext of
ordinary shares of GET SA. The securities note contained a summary. The AFM
was again the competent authority. The AFM decided to approve the securities
note on 4 April 2007 and notified GET SA of its decision.
Making the prospectus public before admission to trading. The approval of the
registration document, the securities note and the summary meant that GET SA
had obtained approval for a prospectus. The prospectus could now be made pub-
lic.^642
Both the registration document and the securities note contained a reference to
the decision of the AFM. In the published part of its decisions, the AFM also
noted that it was not responsible for the contents of the registration document and
the securities note.^643
(^635) See, in particular, Articles 4(2)(b) and (c) of Directive 2003/71/EC (Prospectus Direc-
tive).
(^636) Recital 23 of Directive 2003/71/EC (Prospectus Directive).
(^637) Article 5(3) of Directive 2003/71/EC (Prospectus Directive).
(^638) Article 13(1) of Directive 2003/71/EC (Prospectus Directive).
(^639) Article 13(2) of Directive 2003/71/EC (Prospectus Directive).
(^640) Article 9(4) of Directive 2003/71/EC (Prospectus Directive).
(^641) Article 12(1) of Directive 2003/71/EC (Prospectus Directive).
(^642) Article 13(1) of Directive 2003/71/EC (Prospectus Directive).
(^643) See Article 6 of Directive 2003/71/EC (Prospectus Directive).