5.11 Shares as a Means of Payment 261was a French company; one issuer of securities (Eurotunnel Group UK plc) was
an English company; and shares in GET SA would be listed in Paris and London.
According to the Prospectus Directive, the “home Member State” is responsible
for the approval of a prospectus.^629 The “home Member State” means usually the
Member State where the issuer of securities to which the prospectus relates has its
registered office.^630
On the other hand, the main rule under the Directive on takeover bids is that the
authority competent to supervise a bid is that of the Member State in which the
target (“offeree”) company has its registered office, if its securities are admitted to
trading on a regulated market in that Member State.^631
Part of the transaction fell therefore under the jurisdiction of the French super-
visory authority (Autorité des marches financiers, AMF), and part under the juris-
diction of the English supervisory authorities (the Financial Services Authority or
the Takeover Panel).
Because of dual jurisdiction and different requirements depending on the juris-
diction, the French and English authorities had to co-operate. It turned out that the
competent authorities had to grant a number of exemptions.
Perspective. One can here choose the perspective of GET SA and study GET
SA’s share exchange offer.
Disclosure of decision to make a bid. As listed companies are subject to a strict
disclosure regime, Eurotunnel plc and Eurotunnel SA disclosed the plan to the
public.^632 GET SA had a duty to make its decision to make a bid public and inform
the supervisory authority of the bid (see also section 19.8).^633
Timetable. EU securities markets law does not lay down any particular timeta-
ble for public share exchange offers. The timetable of the bid was therefore gov-
erned by national provisons of Member States’ laws. There were differences be-
tween English law and French law.
In England, the Takeover Code requires compliance with a very strict timetable.^634 The
Takeover Panel which administers the Takeover Code nevertheless agreed that the timeta-
ble for GET SA’s offer would be established by the AMF in accordance with the provisions
of article 231–31 of the AMF General Regulations.
Prospectus before admission to trading. GET SA had to comply with listing and
prospectus rules. According to the Prospectus Directive, the issuer, offeror or per-
(^629) Articles 2(1)(q) and 13(1) of Directive 2003/71/EC (Prospectus Directive).
(^630) Article 2(1)(m)(i) of Directive 2003/71/EC (Prospectus Directive).
(^631) Article 4(2)(a) of Directive 2004/25/EC (Directive on takeover bids).
(^632) Article 6 of Directive 2003/6/EC (Directive on market abuse).
(^633) Article 6(1) of Directive 2004/25/EC (Directive on takeover bids).
(^634) As regards friendly bids, see in particular Rule 2.5 (the announcement of a firm inten-
tion to make an offer), Rule 2.6 (the target posts an announcement of a bid to its share-
holders), Rule 30.1 (last day to post an offer document), Rule 31.1 (the first closing date
for the offer), Rule 31.6 (last date on which the offer can be declared unconditional as to
acceptances), and Rule 31.8 (last date for money or other consideration to be provided to
the target’s shareholders).