Regulatory Framework of the M6 Group

DTT CHANNELS

Law No. 86-1067 of September 30, 1986, on freedom of communication (known as the Léotard Law) defines the criteria governing the allocation of television service frequencies. Arcom, the regulatory authority for audiovisual and digital communications, issues broadcasting licenses to private television stations that broadcast over the air (DTT: digital terrestrial television).

Comment

The number of digital terrestrial television (DTT) channels owned directly or indirectly is limited to 7, as specified in Article 41 of Law No. 86-1067 of September 30, 1986.

M6 Group Channels with a DTT License

RULES GOVERNING CHANGES IN CONTROL OF DTT CHANNELS

The first paragraph of Article 42-3 of Law No. 86-1067 of September 30, 1986, stipulates that broadcasters holding a DTT broadcasting license may not change their controlling shareholder (whether direct or indirect) within five years of the grant of their most recent broadcasting license.

Comment

Since the five-year period applies to channels holding a DTT broadcasting license, a group that owns multiple channels subject to this law may not be sold in its entirety until five years after the date of the most recent DTT broadcasting license granted by Arcom — that is, in 2032 for the M6 Group.

Schedule for the Issuance of DTT Licenses for M6 Group Channels

Channel
Latest issueDuration of the authorizationNext renewalPossible change in control effective as of
April 27, 202310 yearsApril 26, 2028
December 11, 202410 yearsDecember 10, 2029
201210 + 5 years20272032
December 11, 202410 yearsDecember 10, 2029
December 11, 202410 yearsDecember 10, 2029

OWNERSHIP OF A DTT CHANNEL

ARTICLE 39

Article 39 of Law No. 86-1067 of September 30, 1986, stipulates that if a television channel achieves an average annual audience share of more than 8% of the total audience, no single shareholder may directly or indirectly hold more than 49% of its shares.

=> As of December 31, 2025, the M6 channel accounts for 7.9% of the average annual audience share. As such, Métropole Télévision no longer falls within the scope of Article 39.

Comment

• If a channel’s average annual viewership is less than 8%,

  • the shareholder may increase its stake in accordance with the rules governing the crossing of thresholds (see below).
  • Any potential acquirer that has crossed the 30% threshold of share capital or voting rights must file a tender offer for 100% of the share capital.

• If a channel’s average annual viewership rises above 8%,

  • a shareholder holding more than 49% of a channel has one year to reduce their ownership stake.
  • Any potential acquirer who has exceeded the 30% threshold of the capital or voting rights must file a tender offer for up to 49% of the capital.

ARTICLE 49

Article 49 of Law No. 86-1067 of September 30, 1986, stipulates that no shareholder outside the European Economic Area may hold, directly or indirectly, more than 20 percent of the capital of a television network holding a DTT broadcast license.

Comment

As of December 31, 25, no shareholder outside the European Economic Area held more than 20% of the Group’s capital.

REMINDER OF THE RULES FOR CROSSING THRESHOLDS

Under securities law, Article 234-5 of the AMF regulations, known as the “speeding” rule, stipulates that any individual or legal entity that directly or indirectly holds between 30% and 50% of a company’s capital or voting rights and increases its stake by more than 1% within 12 consecutive months is required to launch a tender offer.