COUNCIL DIRECTIVE of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing (80/390/EEC)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,
Having regard to the Treaty establishing the European Economic Community, and in particular Articles 54 (3) (g) and 100 thereof,
Having regard to the proposal from the Commission (1),
Having regard to the opinion of the European Parliament (2),
Having regard to the opinion of the Economic and Social Committee (3),
Whereas the market in which undertakings operate has been enlarged to embrace the whole Community and this enlargement involves a corresponding increase in their financial requirements and extension of the capital markets on which they must call to satisfy them ; whereas admission to official listing on stock exchanges of Member States of securities issued by undertakings constitutes an important means of access to these capital markets ; whereas furthermore exchange restrictions on the purchase of securities traded on the stock exchanges of another Member State have been eliminated as part of the liberalization of capital movements;
Whereas safeguards for the protection of the interests of actual and potential investors are required in most Member States of undertakings offering their securities to the public, either at the time of their offer or of their admission to official stock exchange listing ; whereas such safeguards require the provision of information which is sufficient and as objective as possible concerning the financial circumstances of the issuer and particulars of the securities for which admission to official listing is requested ; whereas the form under which this information is required usually consists of the publication of listing particulars;
Whereas the safeguards required differ from Member State to Member State, both as regards the contents and the layout of the listing particulars and the efficacy, methods and timing of the check on the information given therein ; whereas the effect of these differences is not only to make it more difficult for undertakings to obtain admission of securities to official listing on stock exchanges of several Member States but also to hinder the acquisition by investors residing in one Member State of securities listed on stock exchanges of other Member States and thus to inhibit the financing of the undertakings and investment throughout the Community;
Whereas these differences should be eliminated by coordinating the rules and regulations without necessarily making them completely uniform, in order to achieve an adequate degree of equivalence in the safeguards required in each Member State to ensure the provision of information which is sufficient and as objective as possible for actual or potential security holders ; whereas at the same time, taking into account the present degree of liberalization of capital movements in the Community and (1)OJ No C 131, 13.12.1972, p. 61. (2)OJ No C 11, 7.2.1974, p. 24. (3)OJ No C 125, 16.10.1974, p. 1. the fact that a mechanism for checking at the time the securities are offered does not yet exist in all Member States, it would appear sufficient at present to limit the coordination to the admission of securities to official stock exchange listing;
Whereas such coordination must apply to securities independently of the legal status of the issuing undertaking, and accordingly, in so far as this Directive applies to entities to which no reference is made in the second paragraph of Article 58 of the Treaty and goes beyond the scope of Article 54 (3) (g), it must be based also on Article 100,
HAS ADOPTED THIS DIRECTIVE:
SECTION I General provisions
Article 1
1. This Directive shall apply to securities which are the subject of an application for admission to official listing on a stock exchange situated or operating within a Member State.
2. This Directive shall not apply to: - units issued by collective investment undertakings other than the closed-end type,
- securities issued by a State or by its regional or local authorities.
Article 2
For purposes of applying this Directive: (a) "collective investment undertakings other than the closed-end type" shall mean unit trusts and investment companies: - the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk spreading, and
- the units of which are, at the holders' request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. Action taken by such undertakings to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption;
(b) "units of a collective investment undertaking" shall mean securities issued by a collective investment undertaking as representing the rights of participants in the assets of such an undertaking;
(c) "issuers" shall mean companies and other legal persons and any undertaking whose securities are the subject of an application for admission to official listing on a stock exchange;
(d) "net turnover" shall comprise the amounts derived from the sale of products and the provision of services falling within the undertaking's ordinary activities, after deduction of sales rebates and of value added tax and other taxes directly linked to the turnover;
(e) "credit institution" shall mean an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account;
(f) "participating interest" shall mean rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds these rights;
(g) "annual accounts" shall comprise the balance sheet, the profit and loss account and the notes on the accounts. These documents shall constitute a composite whole.
Article 3
Member States shall ensure that the admission of securities to official listing on a stock exchange situated or operating within their territories is conditional upon the publication of an information sheet, hereinafter referred to as listing particulars.
Article 4
1. The listing particulars shall contain the information which, according to the particular nature of the issuer and of the securities for the admission of which application is being made, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer and of the rights attaching to such securities.
2. Member States shall ensure that the obligation referred to in paragraph 1 is incumbent upon the persons responsible for the listing particulars as provided for in heading 1.1 of Schedules A and B annexed hereto.
Article 5
1. Without prejudice to the obligation referred to in Article 4, Member States shall ensure that, subject to the possibilities for exemptions provided for in Articles 6 and 7, listing particulars contain, in as easily analysable and comprehensible a form as possible, at least the items of information provided for in Schedules A, B or C, depending on whether shares, debt securities or certificates representing shares are involved.
2. In the specific cases covered by Articles 8 to 17 the listing particulars are to be drawn up in accordance with the specifications given in those Articles, subject to the possibilities for exemptions provided for in Articles 6 and 7.
3. Where certain headings in Schedules A, B and C appear inappropriate to the issuer's sphere of activity or legal form, listing particulars giving equivalent information shall be drawn up by adapting these headings.
Article 6
Member States may allow the authorities responsible for checking the listing particulars within the meaning of this Directive (hereinafter referred to as "the competent authorities") to provide for partial or complete exemption from the obligation to publish listing particulars in the following cases: 1. where the securities for which admission to official listing is applied for are: (a) securities which have been the subject of a public issue;
(b) securities issued in connection with a takeover offer;
(c) securities issued in connection with a merger involving the acquisition of another company or the formation of a new company, the division of a company, the transfer of all or part of an undertaking's assets and liabilities or as consideration for the transfer of assets other than cash;
and where, not more than 12 months before the admission of the securities to official listing, a document, regarded by the competent authorities as containing information equivalent to that of the listing particulars provided for by this Directive, has been published in the same Member State. Particulars shall also be published of any material changes which have occurred since such document was prepared. The document must be made available to the public at the registered office of the issuer and at the offices of the financial organizations retained to act as the latter's paying agents, and any particulars of material changes shall be published in accordance with Articles 20 (1) and 21 (1).
2. where the securities for which admission to official listing is applied for are: (a) shares allotted free of charge to holders of shares already listed on the same stock exchange ; or
(b) shares resulting from the conversion of convertible debt securities or shares created after an exchange for exchangeable debt securities, if shares of the company whose shares are offered by way of conversion or exchange are already listed on the same stock exchange ; or
(c) shares resulting from the exercise of the rights conferred by warrants, if shares of the company whose shares are offered to holders of the warrants are already listed on the same stock exchange ; or
(d) shares issued in substitution for shares already listed on the same stock exchange if the issuing of such new shares does not involve any increase in the company's issued share capital;
and, where appropriate, the information provided for in Chapter 2 of Schedule A is published in accordance with Articles 20 (1) and 21 (1). 3. where the securities for which admission to official listing is applied for are: (a) shares of which either the number or the estimated market value or the nominal value or, in the absence of a nominal value, the accounting par value, amounts to less than 10 % of the number or of the corresponding value of shares of the same class already listed on the same stock exchange ; or
(b) debt securities issued by companies and other legal persons which are nationals of a Member State and which: - in carrying on their business, benefit from State monopolies, and
- are set up or governed by a special law or pursuant to such a law or whose borrowings are unconditionally and irrevocably guaranteed by a Member State or one of a Member State's federated States ; or
(c) debt securities issued by legal persons, other than companies, which are nationals of a Member State, and - were set up by special law, and
- whose activities are governed by that law and consist solely in: (i) raising funds under state control through the issue of debt securities, and
(ii) financing production by means of the resources which they have raised and resources provided by a Member State, and
- the debt securities of which are, for the purposes of admission to official listing, considered by national law as debt securities issued or guaranteed by the State ; or
(d) shares allotted to employees, if shares of the same class have already been admitted to official listing on the same stock exchange ; shares which differ from each other solely as to the date of first entitlement to dividends shall not be considered as being of different classes ; or
(e) securities already admitted to official listing on another stock exchange in the same Member State ; or
(f) shares issued in consideration for the partial or total renunciation by the management of a limited partnership with a share capital of its statutory rights over the profits, if shares of the same class have already been admitted to official listing on the same stock exchange ; shares which differ from each other solely as to the date of first entitlement to dividends shall not be considered as being of different classes ; or
(g) supplementary certificates representing shares issued in exchange for the original securities, where the issuing of such new certificates has not brought about any increase in the company's issued capital, and provided that certificates representing such shares are already listed on the same stock exchange, and where: - in the case of (a), the issuer has complied with the stock exchange publicity requirements imposed by the national authorities and has produced annual accounts and annual and interim reports which these authorities have considered adequate,
- in the case of (e), listing particulars complying with this Directive have already been published, and
- in all the cases referred to in points (a) to (g), information concerning the number and type of securities to be admitted to official listing and the circumstances in which such securities have been issued has been published in accordance with Articles 20 (1) and 21 (1).
Article 7
The competent authorities may authorize omission from the listing particulars of certain information provided for by this Directive if they consider that: (a) such information is of minor importance only and is not such as will influence assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer ; or
(b) disclosure of such information would be contrary to the public interest or seriously detrimental to the issuer, provided that, in the latter case, such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question.
SECTION II Contents of the listing particulars in certain specific cases
Article 8
1. Where the application for admission to official listing relates to shares offered to shareholders of the issuer on a pre-emptive basis and shares of the latter are already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only the information provided for by Schedule A: - in chapter 1,
- in chapter 2,
- in chapter 3, headings 3.1.0, 3.1.5, 3.2.0, 3.2.1, 3.2.6, 3.2.7, 3.2.8, and 3.2.9,
- in chapter 4, headings 4.2, 4.4, 4.5, 4.7.1, and 4.7.2,
- in chapter 5, headings 5.1.4, 5.1.5, and 5.5,
- in chapter 6, headings 6.1, 6.2.0, 6.2.1, 6.2.2, 6.2.3, and
- in chapter 7.
Where the shares referred to in the first subparagraph are represented by certificates, the listing particulars shall contain, at least, subject to Article 16 (2) and (3), in addition to the information mentioned in that subparagraph, that provided for in Schedule C: - in chapter 1, headings 1.1, 1.3, 1.4, 1.6 and 1.8, and
- in chapter 2.
2. Where the application for admission to official listing relates to convertible debt securities, exchangeable debt securities or debt securities with warrants which are offered on a pre-emptive basis to the shareholders of the issuer and where the latter's shares are already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only: - information concerning the nature of the shares offered by way of conversion, exchange or subscription and the rights attaching thereto,
- the information provided for in Schedule A and mentioned above in the first subparagraph of paragraph 1, except for that provided for in Chapter 2 of that Schedule,
- the information provided for in Chapter 2 of Schedule B, and
- the conditions of and procedures for conversion, exchange and subscription and the situations in which they may be amended.
3. When published in accordance with Article 20, listing particulars as referred to in paragraphs 1 and 2 shall be accompanied by the annual accounts for the latest financial year.
4. Where the issuer prepares both own and consolidated annual accounts, both sets of accounts shall accompany the listing particulars. However, the competent authorities may allow the issuer to attach to the listing particulars either the own or the consolidated accounts alone, provided that the accounts not attached to the listing particulars furnish no material additional information.
Article 9
1. Where the application for admission to official listing relates to debt securities which are neither convertible, exchangeable, nor accompanied by warrants and are issued by an undertaking which has securities already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only the information provided for by Schedule B: - in chapter 1,
- in chapter 2,
- in chapter 3, headings 3.1.0, 3.1.5, 3.2.0 and 3.2.2,
- in chapter 4, heading 4.3,
- in chapter 5, headings 5.1.2, 5.1.3, 5.1.4 and 5.4,
- in chapter 6, and
- in chapter 7.
2. When published in accordance with Article 20, listing particulars as referred to in paragraph 1 shall be accompanied by the annual accounts for the latest financial year.
3. Where the issuer prepares both own and consolidated annual accounts, both sets of accounts must accompany the listing particulars. However, the competent authorities may allow the issuer to attach to the listing particulars either the own or the consolidated accounts alone, provided that the accounts not attached to the listing particulars furnish no material additional information.
Article 10
Where the application for admission to official listing relates to debt securities nearly all of which, because of their nature, are normally bought and traded in by a limited number of investors who are particularly knowledgeable in investment matters, the competent authorities may allow the omission from the listing particulars of certain information provided for by Schedule B or allow its inclusion in summary form, on condition that such information is not material from the point of view of the investors concerned.
Article 11
1. For the admission of securities, issued by financial institutions, to official listing, the listing particulars must contain: - at least the information specified in Chapters 1, 2, 3, 5 and 6 of Schedules A or B, according to whether the issue is of shares or debt securities, and
- information adapted, in accordance with the rules laid down for that purpose by national law or by the competent authorities, to the particular nature of the issuer of the securities in question and at least equivalent to that specified in Chapters 4 and 7 of Schedules A or B.
2. Member States shall determine the financial institutions to be covered by this Article.
3. The arrangements laid down by this Article may be extended to: - collective investment undertakings whose units are not excluded from the scope of this Directive by the first indent of Article 1 (2),
- finance companies engaging in no activity other than raising capital to make it available to their parent company or to undertakings affiliated to that company, and
- companies holding portfolios of securities, licences or patents and engaging in no activity other than the management of such portfolios.
Article 12
Where the application for admission to official listing concerns debt securities issued in a continuous or repeated manner by credit institutions which regularly publish their annual accounts and which, within the Community, are set up or governed by a special law, or pursuant to such a law, or are subject to public supervision designed to protect savings, the Member States may provide that the listing particulars shall contain only: - the information provided for in heading 1.1 and Chapter 2 of Schedule B, and
- information concerning any events of importance for the assessment of the securities in question which have occurred since the end of the financial year in respect of which the last annual accounts were published. Such accounts must be made available to the public at the issuer's offices or at those of the financial organizations retained to act as the latter's paying agents.
Article 13
1. For the admission to official listing of debt securities guaranteed by a legal person, listing particulars must include: - with respect to the issuer, the information provided for in Schedule B, and
- with respect to the guarantor, the information provided for in heading 1.3 and Chapters 3 to 7 of that Schedule.
Where the issuer or guarantor is a financial institution, the part of the listing particulars relating to that financial institution shall be drawn up in accordance with Article 11, without prejudice to the first subparagraph of this paragraph.
2. When the issuer of the guaranteed debt securities is a finance company within the meaning of Article 11 (3), the listing particulars must include: - with respect to the issuer, the information provided for in Chapters 1, 2 and 3 and in headings 5.1.0 to 5.1.5 and 6.1 of Schedule B, and
- with respect to the guarantor, that provided for in heading 1.3 and Chapters 3 to 7 of that Schedule.
3. Where there is more than one guarantor, the information specified shall be required of each one ; however, the competent authorities may allow abridgement of this information with a view to achieving greater comprehensibility of the listing particulars.
4. The guarantee contract must, in the cases referred to in paragraphs 1, 2 and 3, be made available for inspection by the public at the offices of the issuer and at those of the financial organizations retained to act as the latter's paying agents. Copies of the contract shall be provided to any person concerned on request.
Article 14
1. Where the application for admission to official listing relates to convertible debt securities, exchangeable debt securities or debt securities with warrants, the listing particulars must include: - information concerning the nature of the shares offered by way of conversion, exchange or subscription, and the rights attaching thereto,
- the information provided for in heading 1.3 and Chapters 3 to 7 of Schedule A,
- the information provided for in Chapter 2 of Schedule B, and
- the conditions of and procedures for conversion, exchange or subscription and details of the situations in which they may be amended.
2. When the issuer of the convertible debt securities, the exchangeable debt securities or the debt securities with warrants is not the issuer of the shares, listing particulars must include: - information concerning the nature of the shares offered by way of conversion, exchange or subscription and the rights attaching thereto, and
- in respect of the issuer of the securities, the information provided for in Schedule B,
- in respect of the issuer of the shares, that provided for in heading 1.3 and Chapters 3 to 7 of Schedule A, and
- the conditions of and procedures for conversion, exchange or subscription and details of the situations in which they may be amended.
However, where the issuer of the debt securities is a finance company within the meaning of Article 11 (3), listing particulars need contain, in relation to that company, only the information provided for in Chapters 1, 2 and 3 and headings 5.1.0 to 5.1.5 and 6.1 of Schedule B.
Article 15
1. Where the application for admission to official listing relates to securities issued in connection with a merger involving the acquisition of another company or the formation of a new company, the division of a company, the transfer of all or part of an undertaking's assets and liabilities, a takeover offer or as consideration for the transfer of assets other than cash, the documents describing the terms and conditions of such operations, as well as, where appropriate, any opening balance sheet, whether or not pro forma, if the issuer has not yet prepared its annual accounts, must, without prejudice to the requirement to publish the listing particulars, be made available for inspection by the public at the offices of the issuer of the securities and at those of the financial organizations retained to act as the latter's paying agents.
2. Where the transaction referred to in paragraph 1 took place more than two years previously, the competent authorities may dispense with the requirement imposed in that paragraph.
Article 16
1. When the application for admission to official listing relates to certificates representing shares, the listing particulars must contain the information, as regards certificates, provided for in Schedule C and the information, as regards the shares represented, provided for in Schedule A.
2. However, the competent authorities may relieve the issuer of the certificates of the requirement to publish details of its own financial position, when the issuer is: - a credit institution which is a national of a Member State and is set up or governed by a special law or pursuant to such law or is subject to public supervision designed to protect savings, or
- a subsidiary 95 % or more of which is owned by a credit institution within the meaning of the preceding indent, the commitments of which towards the holders of certificates are unconditionally guaranteed by that credit institution and which is subject, de jure or de facto, to the same supervision, or
- an "Administratiekantoor" in the Netherlands governed, for the safe custody of the original securities, by special regulations laid down by the competent authorities.
3. In the case of certificates issued by a securities transfer organization or by an auxiliary institution set up by such organization, the competent authorities may dispense with the publication of the information provided for in Chapter 1 of Schedule C.
Article 17
1. Where debt securities for which admission to official listing is applied for benefit, as regards both repayment of the loan and the payment of interest, from the unconditional and irrevocable guarantee of a State or of one of a State's federated States, national legislation or the competent authorities may authorize the abridgement of the information provided for in Chapters 3 and 5 of Schedule B.
2. The possibility of abridgement provided for in paragraph 1 may also be applied to companies set up or governed by a special law or pursuant to such law which have the power to levy charges on their consumers.
SECTION III Arrangements for the scrutiny and publication of listing particulars
Article 18
1. Member States shall appoint one or more competent authorities and shall notify the Commission of the appointments of such authorities, giving details of any division of powers among them. Member States shall also ensure that this Directive is applied.
2. No listing particulars may be published until they have been approved by the competent authorities.
3. The competent authorities shall approve the publication of listing particulars only if they are of the opinion that they satisfy all the requirements set out in this Directive.
Member States shall ensure that the competent authorities have the powers necessary for them to carry out their task.
4. This Directive shall not affect the competent authorities' liability, which shall continue to be governed solely by the national law.
Article 19
The competent authorities shall decide whether to accept the audit report of the official auditor provided for in heading 1.3 of Schedules A and B or, if necessary, to require an additional report.
The requirement for the additional report must be the outcome of an examination of each case on its merits. At the request of the official auditor and/or of the issuer, the competent authorities must disclose to them the reasons justifying this requirement.
Article 20
1. Listing particulars must be published either: - by insertion in one or more newspapers circulated throughout the Member State in which the admission to official listing of securities is sought, or widely circulated therein, or
- in the form of a brochure to be made available, free of charge, to the public at the offices of the stock exchange or stock exchanges on which the securities are being admitted to official listing, at the registered office of the issuer and at the offices of the financial organizations retained to act as the latter's paying agents in the Member State in which the admission of securities to official listing is sought.
2. In addition, either the complete listing particulars or a notice stating where the listing particulars have been published and where they may be obtained by the public must be inserted in a publication designated by the Member State in which the admission of securities to official listing is sought.
Article 21
1. Listing particulars must be published within a reasonable period, to be laid down in national legislation or by the competent authorities before the date on which official listing becomes effective.
Moreover, where the admission of securities to official listing is preceded by trading of the pre-emptive subscription rights giving rise to dealings recorded in the official list, the listing particulars must be published within a reasonable period, to be laid down by the competent authorities before such trading starts.
2. In exceptional, properly justified cases, the competent authorities may allow the postponement of the publication of the listing particulars until after: - the date on which official listing becomes effective, in the case of securities of a class already listed on the same stock exchange issued in consideration of transfers of assets other than cash,
- the date of the opening of trading in pre-emptive subscription rights.
3. If the admission of debt securities to official listing coincides with their public issue and if some of the terms of the issue are not finalized until the last moment, the competent authorities may merely require the publication, within a reasonable period, of listing particulars omitting information as to these terms but indicating how it will be given. Such information must be published before the date on which official listing starts, except where debt securities are issued on a continuous basis at varying prices.
Article 22
Where listing particulars are, or will be, published in accordance with Articles 1 and 3 for the admission of securities to official listing, the notices, bills, posters and documents announcing this operation and indicating the essential characteristics of these securities, and all other documents relating to their admission and intended for publication by the issuer or on his behalf, must first be communicated to the competent authorities. The latter shall decide whether they should be submitted to scrutiny before publication.
The abovementioned documents must state that listing particulars exist and indicate where they are being, or will be, published in accordance with Article 20.
Article 23
Every significant new factor capable of affecting assessment of the securities which arises between the time when the listing particulars are adopted and the time when stock exchange dealings begin shall be covered by a supplement to the listing particulars, scrutinized in the same way as the latter and puplished in accordance with procedures to be laid down by the competent authorities.
SECTION IV Cooperation between the Member States
Article 24
1. Where applications for admission of the same securities to official listing on stock exchanges situated or operating within several Member States are made simultaneously, or within short intervals of one another, the competent authorities shall exchange information and use their best endeavours to achieve maximum coordination of their requirements concerning listing particulars, to avoid a multiplicity of formalities and to agree to a single text requiring at the most translation, where appropriate, and the issue of supplements as necessary to meet the individual requirements of each Member State concerned.
2. Where an application for admission to official listing is made for securities which have been listed in another Member State less than six months previously, the competent authorities to whom application is made shall contact the competent authorities which have already admitted the securities to official listing and shall, as far as possible, exempt the issuer of those securities from the preparation of new listing particulars, subject to any need for updating, translation or the issue of supplements in accordance with the individual requirements of the Member State concerned.
Article 25
1. Member States shall provide that all persons employed or formerly employed by the competent authorities shall be bound by professional secrecy. This means that any confidential information received in the course of their duties may not be divulged to any person or authority except by virtue of provisions laid down by law.
2. Paragraph 1 shall not, however, preclude the competent authorities of the various Member States from exchanging information as provided for in this Directive. Information thus exchanged shall be covered by the obligation of professional secrecy to which the persons employed or formerly employed by the competent authorities receiving the information are subject.
SECTION V Contact Committee
Article 26
1. The Contact Committee set up by Article 20 of Council Directive 79/279/EEC of 5 March 1979 coordinating the conditions for the admission of securities to official stock exchange listing (1) shall also have as its function: (a) without prejudice to Articles 169 and 170 of the EEC Treaty to facilitate the harmonized implementation of this Directive through regular consultations on any practical problems arising from its application on which exchanges of views are deemed useful;
(b) to facilitate consultation between the Member States on the supplements and improvements to the listing particulars which the competent authorities are entitled to require or recommend at national level;
(c) to advise the Commission, if necessary, on any additions or amendments to be made to this Directive.
2. It shall not be the function of the Contact Committee to appraise the merits of decisions taken by the competent authorities in individual cases. (1)OJ No L 66, 16.3.1979, p. 21
SECTION VI Final provisions
Article 27
1. Member States shall take the measures necessary to comply with this Directive within 30 months of its notification. They shall forthwith inform the Commission thereof.
2. As from the notification of this Directive, the Member States shall communicate to the Commission the texts of the main laws, regulations and administrative provisions which they adopt in the field covered by this Directive.
Article 28
This Directive is addressed to the Member States.
Done at Brussels, 17 March 1980.