Professionals

If listed companies request the listing of new shares resulting from a merger, division or contribution in kind, they are not required to publish a prospectus. They do, however, have to provide the public with information that the FSMA considers as equivalent to the information that must be included in a prospectus.

The publication of a document containing such equivalent information is required, in principle, only at the time when the new shares are listed, i.e., after the approval of the operation by the general meeting.

However, the FSMA recommends that listed companies make available to shareholders, even before the general meeting, as much relevant information as possible (e.g. pro forma information about the combined entity, historical financial information on the entities concerned drawn up in line with IFRS). This information can be made available via the special reports or via separate documents whose availability is announced in a press release.

The FSMA also invites the parties concerned to submit to it the relevant additional information (e.g., pro formas) well before its publication. The exemption from the prospectus obligation applies on condition that the FSMA considers the information made available to the public as equivalent, and hence the parties concerned have everything to gain from finding out as soon as possible whether the FSMA has any comments.