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This document is meant purely as a documentation tool and the institutions do not assume any liability for its contents
►B COUNCIL DIRECTIVE
of 17March 1980
coordinating the requirements for the drawing up, scrutiny and distribution of the listing particu-
lars to be published for the admission of securities to official stock exchange listing
(80/390/EEC)
(OJ L 100, 17.4.1980, p. 1)
Amended by:
Official Journal
Nopage date
►M1Council Directive 82/148/EEC of 3 March 1982 L 62 22 5.3.1982
►M2Council Directive 87/345/EEC of 22 June 1987 L 185 81 4.7.1987
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COUNCIL DIRECTIVE
of 17March 1980
coordinating the requirements for the drawing up, scrutiny and
distribution of the listing particulars to be published for the admis-
sion 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 corre-sponding increase in their financial requirements and extension of thecapital markets on which they must call to satisfy them; whereas admis-sion to official listing on stock exchanges of Member States of securi-ties issued by undertakings constitutes an important means of access tothese capital markets; whereas furthermore exchange restrictions on thepurchase of securities traded on the stock exchanges of another MemberState have been eliminated as part of the liberalization of capital move-ments;
Whereas safeguards for the protection of the interests of actual and
potential investors are required in most Member States of undertakingsoffering their securities to the public, either at the time of their offer orof their admission to official stock exchange listing; whereas suchsafeguards require the provision of information which is sufficient andas objective as possible concerning the financial circumstances of theissuer and particulars of the securities for which admission to officiallisting is requested; whereas the form under which this information isrequired 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 particu-lars and the efficacy, methods and timing of the check on the informa-tion given therein; whereas the effect of these differences is not only tomake it more difficult for undertakings to obtain admission of securitiesto official listing on stock exchanges of several Member States but alsoto hinder the acquisition by investors residing in one Member State ofsecurities listed on stock exchanges of other Member States and thus toinhibit the financing of the undertakings and investment throughout theCommunity;
Whereas these differences should be eliminated by coordinating the
rules and regulations without necessarily making them completelyuniform, in order to achieve an adequate degree of equivalence in thesafeguards required in each Member State to ensure the provision ofinformation which is sufficient and as objective as possible for actual orpotential security holders; whereas at the same time, taking into accountthe present degree of liberalization of capital movements in theCommunity and the fact that a mechanism for checking at the time thesecurities are offered does not yet exist in all Member States, it wouldappear sufficient at present to limit the coordination to the admission ofsecurities to official stock exchange listing;
(1) OJ NoC 131, 13. 12. 1972, p. 61.
(2) OJ NoC 11, 7. 2. 1974, p. 24.
(3) OJ NoC 125, 16. 10. 1974, p. 1.
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Whereas such coordination must apply to securities independently of
the legal status of the issuing undertaking, and accordingly, in so far asthis Directive applies toentities towhich noreference is made in thesecond paragraph of Article 58 of the Treaty and goes beyond the scopeof 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 tosecurities which are the subject o f an
application for admission to official listing on a stock exchange situatedor 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 ofrisk spreading, and
— the units of which are, at the holders’ request, repurchased or
redeemed, directly or indirectly, out of the assets of these under-takings. Action taken by such undertakings to ensure that thestock exchange value of its units does not significantly varyfrom their net asset value shall be regarded as equivalent to suchrepurchase or redemption;
(b) ‘units of a collective investment undertaking'shall mean securities
issued by a collective investment undertaking as representing therights 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 foradmission 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 underta-king’s ordinary activities, after deduction of sales rebates and ofvalue 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 togrant credits for its own account;
(f) ‘participating interest' shall mean rights in the capital of other
undertakings, whether or not represented by certificates, which, bycreating a durable link with those undertakings, are intended tocontribute to the activities of the undertaking which holds theserights;
(g) ‘annual accounts' shall comprise the balance sheet, the profit and
loss account and the notes on the accounts. These documents shallconstitute 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 territoriesis conditional upon the publication of an information sheet, hereinafterreferred toas listing particulars.
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Article 4
1. The listing particulars shall contain the information which,
according to the particular nature of the issuer and of the securities forthe admission of which application is being made, is necessary to enableinvestors and their investment advisers to make an informed assessmentof the assets and liabilities, financial position, profits and losses, andprospects of the issuer and of the rights attaching to such securities.
2. Member States shall ensure that the obligation referred to in
paragraph I is incumbent upon the persons responsible for the listingparticulars as provided for in heading 1.1 of Schedules A and Bannexed hereto.
Article 5
1. Without prejudice to the obligation referred to in Article 4,
Member States shall ensure that, subject to the possibilities for exemp-tions provided for in Articles 6 and 7, listing particulars contain, in aseasily analysable-and comprehensible a form as possible, at least theitems of information provided for in Schedules A, B or C, depending onwhether shares, debt securities or certificates representing shares areinvolved.
2. In the specific cases covered by Articles 8 to 17 the listing
particulars are to be drawn up in accordance with the specificationsgiven in those Articles, subject to the possibilities for exemptionsprovided for in Articles 6 and 7.
3. Where certain headings in Schedules A, B and C appear inap-
propriate to the issuer’s sphere of activity or legal form, listing particu-lars giving equivalent information shall be drawn up by adapting theseheadings.
Article 6
Member States may allow the authorities responsible for checking the
listing particulars within the meaning of this Directive (hereinafterreferred to as ‘the competent authorities') to provide for partial orcomplete exemption from the obligation to publish listing particulars inthe 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 newcompany, the division of a company, the transfer of all or part ofan undertaking’s assets and liabilities or as consideration for thetransfer 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 competentauthorities as containing information equivalent to that of the listingparticulars provided for by this Directive, has been published in thesame Member State. Particulars shall alsobe published o f anymaterial changes which have occurred since such document wasprepared. The document must be made available to the public at theregistered office of the issuer and at the offices of the financialorganizations retained to act as the latter’s paying agents, and anyparticulars of material changes shall be published in accordance withArticles 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 securi-
ties or shares created after an exchange for exchangeable debtsecurities, if shares of the company whose shares are offered by
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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 toholders of the warrants are already listed on the same stockexchange; or
(d) shares issued in substitution for shares already listed on the same
stock exchange if the issuing of such new shares does notinvolve 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, theaccounting par value, amounts to less than 10 % of the numberor of the corresponding value of shares of the same class alreadylisted 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 irrevocablyguaranteed by a Member State or one of a Member State’sfederated 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 MemberState, and
— the debt securities of which are, for the purposes of admis-
sion to official listing, considered by national law as debtsecurities 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 stockexchange; shares which differ from each other solely as to thedate of first entitlement to dividends shall not be considered asbeing 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 capitalof its statutory rights over the profits, if shares of the same classhave already been admitted to official listing on the same stockexchange; shares which differ from each other solely as to thedate of first entitlement to dividends shall not be considered asbeing of different classes; or
(g) supplementary certificates representing shares issued in
exchange for the original securities, where the issuing of suchnew certificates has not brought about any increase in thecompany’s issued capital, and provided that certificates repre-senting such shares are already listed on the same stockexchange, and where:
— in the case of (a), the issuer has complied with the stock
exchange publicity requirements imposed by the nationalauthorities and has produced annual accounts and annual and
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interim reports which these authorities have consideredadequate,
— 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 admittedtoo fficial listing and the circumstances in which such securi-ties have been issued has been published in accordance withArticles 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 theyconsider that:
(a) such information is of minor importance only and is not such as
will influence assessment of the assets and liabilities, financialposition, 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 thelatter case, such omission would not be likely to mislead the publicwith regard to facts and circumstances, knowledge of which isessential 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 andshares of the latter are already listed on the same stock exchange, thecompetent authorities may provide that the listing particulars shallcontain 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 toin the first subparagraph are represented by
certificates, the listing particulars shall contain, at least, subject toArticle 16 (2) and (3), in addition to the information mentioned in thatsubparagraph, 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 securi-ties with warrants which are offered on a pre-emptive basis to theshareholders of the issuer and where the latter’s shares are already listedon the same stock exchange, the competent authorities may provide thatthe listing particulars shall contain only:
— information concerning the nature of the shares offered by way of
conversion, exchange or subscription and the rights attachingthereto,
— the information provided for in Schedule A and mentioned above in
the first subparagraph of paragraph 1, except for that provided for inChapter 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.
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3. When published in accordance with Article 20, listing particulars
as referred toin paragraphs 1 and 2 shall be acco mpanied by the annualaccounts 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 thelisting particulars either the own or the consolidated accounts alone,provided that the accounts not attached to the listing particulars furnishno material additional information.
Article 9
1. Where the application for admission to official listing relates to
debt securities which are neither convertible, exchangeable, nor accom-panied by warrants and are issued by an undertaking which has securi-ties already listed on the same stock exchange, the competent authoritiesmay provide that the listing particulars shall contain only the informa-tion 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 toin paragraph 1 shall be acco mpanied by the annualaccounts 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 thelisting particulars either the own or the consolidated accounts alone,provided that the accounts not attached to the listing particulars furnishno 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 normallybought and traded in by a limited number of investors who are particu-larly knowledgeable in investment matters, the competent authoritiesmay allow the omission from the listing particulars of certain informa-tion provided for by Schedule B or allow its inclusion in summary form,on condition that such information is not material from the point ofview 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 ordebt securities, and
— information adapted, in accordance with the rules laid down for that
purpose by national law or by the competent authorities, to theparticular nature of the issuer of the securities in question and atleast equivalent tothat specified in Chapters 4 and 7 o f Schedules AorB .
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),
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— finance companies engaging in no activity other than raising capital
tomake it available totheir parent co mpany o r toundertakingsaffiliated tothat co mpany, and
— companies holding portfolios of securities, licences or patents and
engaging in no activity other than the management of such portfo-lios.
Article 12
Where the application for admission to official listing concerns debt
securities issued in a continuous or repeated manner by credit institu-tions which regularly publish their annual accounts and which, withinthe Community, are set up or governed by a special law, or pursuant tosuch a law, or are subject to public supervision designed to protectsavings, the Member States may provide that the listing particulars shallcontain 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 ofthe financial year in respect of which the last annual accounts werepublished. Such accounts must be made available to the public at theissuer’s offices or at those of the financial organizations retained toact 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 to7 o f that Schedule.
Where the issuer or guarantor is a financial institution, the part of the
listing particulars relating tothat financial institutio n shall be drawn upin accordance with Article 11, without prejudice to the first subpara-graph 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 particularsmust include:
— with respect to the issuer, the information provided for in Chapters
1, 2 and 3 and in headings 5.1.0 to5.1.5 and 6.1 o f Schedule B, and
— with respect to the guarantor, that provided for in heading 1.3 and
Chapters 3 to7 o f that Schedule.
3. Where there is more than one guarantor, the information specified
shall be required of each one; however, the competent authorities mayallow abridgement of this information with a view to achieving greatercomprehensibility 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 officesof the issuer and at those of the financial organizations retained to act asthe latter’s paying agents. Copies of the contract shall be provided toany 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 securi-ties 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 attachingthereto,
— the information provided for in heading 1.3 and Chapters 3 to 7 of
Schedule A,
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— 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 beamended.
2. When the issuer of the convertible debt securities, the exchange-
able debt securities or the debt securities with warrants is not the issuerof the shares, listing particulars must include:
— information concerning the nature of the shares offered by way of
conversion, exchange or subscription and the rights attachingthereto, 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 to7 o f Schedule A, and
— the conditions of and procedures for conversion, exchange or
subscription and details of the situations in which they may beamended.
However, where the issuer of the debt securities is a finance company
within the meaning of Article 11 (3), listing particulars need contain, inrelation to that company, only the information provided for in Chapters1, 2 and 3 and headings 5.1.0 to5.1.5 and 6.1 o f Schedule B.
Article 15
1. Where the application for admission to official listing relates to
securities issued in connection with a merger involving the acquisitionof another company or the formation of a new company, the division ofa company, the transfer of all or part of an undertaking’s assets andliabilities, a takeover offer or as consideration for the transfer of assetsother than cash, the documents describing the terms and conditions ofsuch operations, as well as, where appropriate, any opening balancesheet, whether or not pro forma, if the issuer has not yet prepared itsannual accounts, must, without prejudice to the requirement to publishthe listing particulars, be made available for inspection by the public atthe offices of the issuer of the securities and at those of the financialorganizations 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 withthe 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 theinformation, as regards certificates, provided for in Schedule C and theinformation, as regards the shares represented, provided for in ScheduleA.
2. However, the competent authorities may relieve the issuer of the
certificates of the requirement to publish details of its own financialposition, 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 subjectto 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 ofwhich towards the holders of certificates are unconditionally guaran-teed by that credit institution and which is subject, de jureorde
facto, to the same supervision, or
— an ‘Administratiekantoor'in the Netherlands governed, for the safe
custody of the original securities, by special regulations laid downby the competent authorities.
3. In the case of certificates issued by a securities transfer organ-
ization or by an auxiliary institution set up by such organization, the
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competent authorities may dispense with the publication of the informa-tion 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 thepayment of interest, from the unconditional and irrevocable guarantee ofa State or of one of a State’s federated States, national legislation or thecompetent authorities may authorize the abridgement of the informationprovided 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 orpursuant to such law which have the power to levy charges on theirconsumers.
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 authori-ties, giving details of any division of powers among them. MemberStates shall alsoensure that this Directive is applied.
2. Nolisting 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 therequirements 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 Aand 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 officialauditor and/or of the issuer, the competent authorities must disclose tothem 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 securitiesis 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 onwhich the securities are being admitted too fficial listing, at theregistered office of the issuer and at the offices of the financialorganizations retained to act as the latter’s paying agents in theMember State in which the admission of securities to official listingis sought.
2. In addition, either the complete listing particulars or a notice
stating where the listing particulars have been published and where theymay be obtained by the public must be inserted in a publication desig-nated by the Member State in which the admission of securities toofficial listing is sought.
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Article 21
1. Listing particulars must be published within a reasonable period,
to be laid down in national legislation or by the competent authoritiesbefore 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 todealings recorded in the official list, the listing particulars must bepublished within a reasonable period, to be laid down by the competentauthorities before such trading starts.
2. In exceptional, properly justified cases, the competent authorities
may allow the postponement of the publication of the listing particularsuntil after:
— the date on which official listing becomes effective, in the case of
securities of a class already listed on the same stock exchangeissued 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 finalizeduntil the last moment, the competent authorities may merely require thepublication, within a reasonable period, of listing particulars omittinginformation as to these terms but indicating how it will be given. Suchinformation must be published before the date on which official listingstarts, except where debt securities are issued on a continuous basis atvarying 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, thenotices, bills, posters and documents announcing this operation andindicating the essential characteristics of these securities, and all otherdocuments relating to their admission and intended for publication bythe issuer or on his behalf, must first be communicated to the competentauthorities. The latter shall decide whether they should be submitted toscrutiny before publication.
The abovementioned documents must state that listing particulars exist
and indicate where they are being, or will be, published in accordancewith Article 20.
Article 23
Every significant new factor capable of affecting assessment of the
securities which arises between the time when the listing particulars areadopted and the time when stock exchange dealings begin shall becovered by a supplement to the listing particulars, scrutinized in thesame way as the latter and puplished in accordance with procedures tobe laid down by the competent authorities.
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SECTION IV
Determination of the competent authority
Article 24
Where, for the same securities, applications for admission to official
listing on stock exchanges situated or operating in two or more MemberStates, including the Member State in which the issuer’s registeredoffice is situated, are made simultaneously or within a short interval,listing particulars shall be drawn up in accordance with the rules laiddown in this Directive in the Member State in which the issuer has itsregistered office and approved by the competent authorities of thatState; if the issuer’s registered office is not situated in one of thoseMember States, the issuer must choose one of those States under thelegislation of which the listing particulars will be drawn up andapproved.
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SECTION V
Mutual recognition
Article 24a
1. Once approved in accordance with Article 24, listing particulars
must, subject to any translation, be recognized by the other MemberStates in which admission to official listing has been applied for,without its being necessary to obtain the approval of the competentauthorities of those States and without their being able to require thatadditional information be included in the listing particulars. Thecompetent authorities may, however, require that listing particularsinclude information specific to the market of the country of admissionconcerning in particular the income tax system, the financial organ-izations retained to act as paying agents for the issuer in that country,and the way in which notices to investors are published.
2. Listing particulars approved by the competent authorities within
the meaning of Article 24 must be recognized in another Member Statein which application for admission to official listing is made, even ifpartial exemption or partial derogation has been granted pursuant to thisDirective, provided that:
(a) the partial exemption or partial derogation in question is of a type
that is recognized in the rules of the other Member State concerned,and
(b) the conditions that justify the partial exemption or partial derogation
also exist in the other Member State concerned and that there are noother conditions concerning such exemption or derogation whichmight lead the competent authority in that Member State to refusethem.
Even if the conditions laid down in (a) and (b) are not fulfilled, the
Member State concerned may allow its competent authorities to recog-nize the listing particulars approved by the competent authorities withinthe meaning of Article 24.
3. When approving listing particulars, the competent authorities
within the meaning of Article 24 shall provide the competent authoritiesof the other Member States in which application for official listing ismade with a certificate of approval. If partial exemption or partialderogation has been granted pursuant to this Directive, the certificateshall state that fact and the reasons for it.
4. When application for admission to official listing is made, the
issuer shall communicate to the competent authorities in each of theother Member States in which it is applying for admission the draftlisting particulars which it intends touse in that State.
5. Member States may restrict the application of this Article to listing
particulars of issuers having their registered office in a Member State.
Article 24b
1. Where the securities for which applications for admission to offi-
cial listing on stock exchanges situated in two or more Member Stateshave been made simultaneously or within a short interval have been thesubject of a prospectus drawn up and approved in accordance with thisDirective, at the time of the public offer, by the competent authoritieswithin the meaning of Article 24 in the three months preceding theapplication for admission in that State, that prospectus must, subject toany translation, be recognized as listing particulars in the other MemberStates in which application for admission to official listing is made,without its being necessary to obtain the approval of the competentauthorities of those Member States and without their being able torequire that additional information be included in the listing particulars.The competent authorities may, however, require that listing particularsinclude information specific to the market of the country of admissionconcerning, in particular, the income tax system, the financial organ-izations retained to act as paying agents for the issuer in the country ofadmission and the ways in which notices to investors are published.
1980L0390 — EN — 25.06.1987 — 002.001 — 13
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2. Article 24a (2), (3), (4) and (5) shall apply in the eventuality
referred toin paragraph 1 o f this Article.
3. Article 23 shall apply toall changes o ccurring between the time
when the content of the prospectus referred to in paragraph 1 of thisArticle is adopted and the time when stock exchange dealings begin.
SECTION VI
Cooperation
Article 24c
1. The competent authorities shall cooperate wherever necessary for
the purpose of carrying out their duties and shall exchange any informa-tion required for that purpose.
2. Where an application for admission to official listing concerning
securities giving a right toparticipate in co mpany capital, either imme-diately or at the end of the maturity period, is made in one or moreMember States other than that in which the registered office of theissuer of the shares to which those securities give entitlement is situated,while that issuer’s shares have already been admitted too fficial listingin that Member State, the competent authorities of the Member State ofadmission may act only after having consulted the competent authoritiesof the Member State in which the registered office of the issuer of theshares in question is situated.
3. Where an application for admission to official listing is made for
securities which have been listed in another Member State less than sixmonths previously, the competent authorities to whom application ismade shall contact the competent authorities which have alreadyadmitted the securities to official listing and shall, as far as possible,exempt the issuer of those securities from the preparation of new listingparticulars, subject to any need for updating, translation or the issue ofsupplements in accordance with the individual requirements of theMember State concerned.
Article 25
1. Member States shall provide that all persons employed or formerly
employed by the competent authorities shall be bound by professionalsecrecy. This means that any confidential information received in thecourse of their duties may not be divulged to any person or authorityexcept 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 providedfor in this Directive. Information thus exchanged shall be covered bythe obligation of professional secrecy to which the persons employed orformerly employed by the competent authorities receiving the informa-tion are subject.
3. Without prejudice to cases covered by criminal law, the competent
authorities receiving information pursuant to Article 24c (1) may use itonly for the performance of their duties or in the context of adminis-trative appeals or legal proceedings relating to such performance.
SECTION VII
Negotiations with non-member countries
Article 25a
The Community may, by means of agreements concluded with one or
more non-member countries pursuant to the Treaty, recognize listingparticulars drawn up and checked, in accordance with the rules of thenon-member country or countries, as meeting the requirements of thisDirective, subject to reciprocity, provided that the rules concerned giveinvestors protection equivalent to that afforded by this Directive, even ifthose rules differ from the provisions of this Directive.
1980L0390 — EN — 25.06.1987 — 002.001 — 14
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SECTION ►M2VIII◄
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 admis-sion of securities to official stock exchange listing(
1) shall alsohave as
its function:
(a) without prejudice to Articles 169 and 170 of the EEC Treaty to
facilitate the harmonized implementation of this Directive throughregular consultations on any practical problems arising from itsapplication on which exchanges of views are deemed useful;
(b) to facilitate consultation between the Member States on the supple-
ments and improvements to the listing particulars which thecompetent authorities are entitled to require or recommend atnational level;
(c) to advise the Commission, if necessary, on any additions or amend-
ments tobe made tothis Directive.
2. It shall not be the function of the Contact Committee to appraise
the merits of decisions taken by the competent authorities in individualcases.
SECTION ►M2IX◄
Final provisions
Article 27
1. Member States shall take the measures necessary toco mply with
this Directive within 30 months of its notification. They shall forthwithinform the Commission thereof.
▼
M1
However, this period shall be extended to 30 June 1983 in the case ofMember States simultaneously introducing this Directive and Directives80/390/EEC and 82/121/EEC.
▼
B
2. As from the notification of this Directive, the Member States shallcommunicate to the Commission the texts of the main laws, regulationsand administrative provisions which they adopt in the field covered bythis Directive.
Article 28
This Directive is addressed tothe Member States.
(1) OJ NoL 66, 16. 3. 1979, p. 21
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ANNEX
SCHEDULE A
LAYOUT FOR LISTING PARTICULARS FOR THE ADMISSION OF
SHARES TO OFFICIAL STOCK EXCHANGE LISTING
CHAPTER 1
Information concerning those responsible for listing particulars and the
auditing of accounts
1.1. Name and function of natural persons and name and registered office of
legal persons responsible for the listing particulars or, as the case may be,for certain parts of them, with, in the latter case, an indication of thoseparts.
1.2. Declaration by those responsible referred to in heading 1.1 that, to the best
of their knowledge, the information given in that part of the listingparticulars for which they are responsible is in accordance with the factsand contains no omissions likely to affect the import of the listing particu-lars.
1.3. Names, addresses and qualifications of the official auditors who have
audited the company’s annual accounts for the preceding three financialyears in accordance with national law.
Statement that the annual accounts have been audited. If audit reports on
the annual accounts have been refused by the official auditors or if theycontain qualifications, such refusal or such qualifications shall be repro-duced in full and the reasons given.
Indication of other information in the listing particulars which has been
audited by the auditors.
CHAPTER 2
Information concerning admission to official listing and the shares for the
admission of which application is being made
2.1. Indication that the admission applied for is admission to official listing of
shares already marketed or admission to listing with a view to stockexchange marketing.
2.2. Information concerning the shares in respect of which application for
official listing is being made:
2.2.0. Indication of the resolutions, authorizations and approvals by virtue of
which the shares have been or will be created and/or issued.
Nature of the issue and amount thereof.Number of shares which have been or will be created and/or issued, if
predetermined.
2.2.1. In the case of shares issued in connection with a merger, the division of a
company, the transfer of all or part of an undertaking’s assets and liabili-ties, a takeover offer, or as consideration for the transfer of assets otherthan cash, indication of where the documents describing the terms andconditions of such operations are available for inspection by the public.
2.2.2. A concise description of the rights attaching to the shares, and in partic-
ular the extent of the voting rights, entitlement to share in the profits andto share in any surplus in the event of liquidation and any privileges.
Time limit after which dividend entitlement lapses and indication of the
party in whose favour this entitlement operates.
2.2.3. Tax on the income from the shares withheld at source in the country of
origin and/or the country of listing.
Indication as to whether the issuer assumes responsibility for the with-
holding of tax at source.
2.2.4. Arrangements for transfer of the shares and any restrictions on their free
negotiability (e.g. clause establishing approval requirement).
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2.2.5. Date on which entitlement to dividends arises.
2.2.6. The stock exchanges where admission to official listing is or will be
sought.
2.2.7. The financial organizations which, at the time of admission of shares to
official listing, are the paying agents of the issuer in the Member Stateswhere admission has taken place.
2.3. In so far as it is relevant, information concerning issue and placing, public
or private, of the shares in respect of which the application for admissionto official listing is made where such issue or placing has been effectedwithin the 12 months preceding admission:
2.3.0. Indication of the exercise of the right of pre-emption of shareholders or of
the restriction or withdrawal of such right.
Indication, where applicable, of the reasons for restriction or withdrawal
of such right; in such cases, justification of the issue price, where an issueis for cash; indication of the beneficiaries if the restriction or withdrawalof the right of pre-emption is intended to benefit specific persons.
2.3.1. The total amount of the public or private issue or placing and the number
of shares offered, where applicable by category.
2.3.2. If the public or private issue or placing were or are being made simultane-
ously on the markets of two or more States and if a tranche has been or isbeing reserved for certain of these, indication of any such tranche.
2.3.3. The issue price or the offer or placing price, stating the nominal value or,
in its absence, the accounting par value or the amount to be capitalized;the issue premium and the amount of any expenses specifically charged tothe subscriber or purchaser.
The methods of payment of the price, particularly as regards the
paying-up of shares which are not fully paid.
2.3.4. The procedure for the exercise of any right of pre-emption; the negotia-
bility of subscription rights; the treatment of subscription rights not exer-cised.
2.3.5. Period of the opening of the issue or offer of shares, and names of the
financial organizations responsible for receiving the public’s subscrip-tions.
2.3.6. Methods of and time limits for delivery of the shares, possible creation or
provisional certificates.
2.3.7. Names, addresses and descriptions of the natural or legal persons under-
writing or guaranteeing the issue for the issuer. Where not all of the issueis underwritten or guaranteed, a statement of the portion not covered.
2.3.8. Indication or estimate of the overall amount and/or of the amount per
share of the charges relating to the issue operation, stating the totalremuneration of the financial intermediaries, including the underwritingcommission or margin, guarantee commission, placing commission orselling agent’s commission.
2.3.9. Net proceeds accruing to the issuer from the issue and intended applica-
tion of such proceeds, e.g., to finance the investment programme or tostrengthen the issuer’s financial position.
2.4. Information concerning admission of shares to official listing:2.4.0. Description of the shares for which admission to official listing is applied,
and in particular the number of shares and nominal value per share, or, inthe absence of nominal value, the accounting par value or the totalnominal value, the exact designation or class, and coupons attached.
2.4.1. If the shares are to be marketed on the stock exchange and no such shares
have previously been sold to the public, a statement of the number ofshares made available to the market and of their nominal value, or, in theabsence of nominal value, of their accounting par value, or a statement ofthe total nominal value and, where applicable, a statement of the minimumoffer price.
2.4.2. If known, the dates on which the new shares will be listed and dealt in.2.4.3. If shares of the same class are already listed on one or more stock
exchanges, indication of these stock exchanges.
2.4.4. If shares of the same class have not yet been admitted to official listing
but are dealt in on one or more other markets which are subject to
1980L0390 — EN — 25.06.1987 — 002.001 — 17
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regulation, are in regular operation and are recognized and open, indica-
tion of such markets.
2.4.5. Indication of any of the following which have occurred during the last
financial year and the current financial year:
— public takeover offers by third parties in respect of the issuer’s shares,
— public takeover offers by the issuer in respect of other companies’
shares.
The price or exchange terms attaching to such offers and the outcome
thereof are to be stated.
2.5. If, simultaneously or almost simultaneously with the creation of shares for
which admission to official listing is being sought, shares of the sameclass are subscribed for or placed privately or if shares of other classes arecreated for public or private placing, details are to be given of the natureof such operations and of the number and characteristics of the shares towhich they relate.
CHAPTER 3
General information about the issuer and its capital
3.1. General information about the issuer:3.1.0. Name, registered office and principal administrative establishment if
different from the registered office.
3.1.1. Date of incorporation and the length of life of the issuer, except where
indefinite.
3.1.2. Legislation under which the issuer operates and legal form which it has
adopted under that legislation.
3.1.3. Indication of the issuer’s objects and reference to the clause of the
memorandum of association in which they are described.
3.1.4. Indication of the register and of the entry number therein.3.1.5. Indication of where the documents concerning the issuer which are
referred toin the listing particulars may be inspected.
3.2. General information about the capital:3.2.0. The amount of the issued capital, the number and classes of the shares of
which it is composed with details of their principal characteristics; the partof the issued capital still to be paid up, with an indication of the number,or total nominal value, and the type of the shares not yet fully paid up,broken down where applicable according to the extent to which they havebeen paid up.
3.2.1. Where there is authorized but unissued capital or an undertaking to
increase the capital, inter alia in connection with convertible loans issued
or subscription options granted, indication of:
— the amount of such authorized capital or capital increase and, where
appropriate, the duration of the authorization,
— the categories of persons having preferential subscription rights for
such additional portions of capital,
— the terms and, arrangements for the share issue corresponding to such
portions.
3.2.2. If there are shares not representing capital, the number and main charac-
teristics of such shares are to be stated.
3.2.3. The amount of any convertible debt securities, exchangeable debt securi-
ties or debt securities with warrants, with an indication of the conditionsgoverning and the procedures for conversion, exchange or subscription.
3.2.4. Conditions imposed by the memorandum and articles of association
governing changes in the capital and in the respective rights of the variousclasses of shares, where such conditions are more stringent than isrequired by law.
3.2.5. Summary description of the operations during the three preceding years
which have changed the amount of the issued capital and/or the numberand classes of shares of which it is composed.
3.2.6. As far as they are known to the issuer, indication of the natural or legal
persons who, directly or indirectly, severally or jointly, exercise or couldexercise control over the issuer, and particulars of the proportion of thecapital held giving a right tovo te.
1980L0390 — EN — 25.06.1987 — 002.001 — 18
▼B
Joint control shall mean control exercised by more than one company or
by more than one person having concluded an agreement which may leadto their adopting a common policy in respect of the issuer.
3.2.7. In so far as they are known to the issuer, indication of the shareholders
who, directly or indirectly, hold a proportion of the issuer’s capital whichthe Member States may not fix at more than 20 %.
3.2.8. If the issuer belongs to a group of undertakings, a brief description of the
group and of the issuer’s position within it.
3.2.9. Number, book value and nominal value or, in the absence of a nominal
value, the accounting par value of any of its own shares which the issueror another company in which it has a direct or indirect holding of morethan 50 % has acquired and is holding, if such securities do not appear asa separate item on the balance sheet.
CHAPTER 4
Information concerning the issuer’s activities
4.1. The issuer’s principal activities:4.1.0. Description of the issuer’s principal activities, stating the main categories
of products sold and/or services performed.
Indication of any significant new products and/or activities.
4.1.1. Breakdown of net turnover during the past three financial years by catego-
ries of activity and into geographical markets in so far as, taking accountof the manner in which the sale of products and the provision of servicesfalling within the issuer’s ordinary activities are organized, these catego-ries and markets differ substantially from one another.
4.1.2. Location and size of the issuer’s principal establishments and summary
information about real estate owned. Any establishment which accountsfor more than 10 % of turnover or production shall be considered aprincipal establishment.
4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities in
so far as significant, description of deposits, estimate of economicallyexploitable reserves and expected period of working.
Indication of the periods and main terms of concessions and the economic
conditions for working them.
Indication of the progress of actual working.
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been
influenced by exceptional factors, that fact should be mentioned.
4.2. Summary information regarding the extent to which the issuer is
dependent, if at all, on patents or licences, industrial, commercial orfinancial contracts or new manufacturing processes, where such factorsare of fundamental importance to the issuer’s business or profitability.
4.3. Information concerning policy on the research and development of new
products and processes over the past three financial years, where signifi-cant.
4.4. Information on any legal or arbitration proceedings which may have or
have had a significant effect on the issuer’s financial position in the recentpast.
4.5. Information on any interruptions in the issuer’s business which may have
or have had a significant effect on the issuer’s financial position in therecent past.
4.6. Average numbers employed and changes therein over the past three finan-
cial years, if such changes are material, with, if possible, a breakdown ofpersons employed by main categories of activity.
4.7. Investment policy:4.7.0. Description, with figures, of the main investments made, including inter-
ests such as shares, debt securities, etc., in other undertakings over thepast three financial years and the months already elapsed of the currentfinancial year.
4.7.1. Information concerning the principal investments being made with the
exception of interests being acquired in other undertakings.
1980L0390 — EN — 25.06.1987 — 002.001 — 19
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Distribution of these investments geographically (home and abroad).
Method of financing (internal or external).
4.7.2. Information concerning the issuer’s principal future investments, with the
exception of interests to be acquired in other undertakings on which itsmanagement bodies have already made firm commitments.
CHAPTER 5
Information concerning the issuer’s assets and liabilities, financial position
and profits and losses
5.1. Accounts of the issuer:5.1.0. The last three balance sheets and profit and loss accounts drawn up by the
company set out as a comparative table. The notes on the annual accountsfor the last financial year.
The draft listing particulars must be filed with the competent authorities
not more than 18 months after the end of the financial year to which thelast annual accounts published relate. The competent authorities mayextend that period in exceptional cases.
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include
those accounts in the listing particulars in accordance with heading 5.1.0.
If the issuer prepares both own and consolidated annual accounts, it shall
include both sets of accounts in the listing particulars in accordance withheading 5.1.0. However, the competent authorities may allow the issuer toinclude either the own or the consolidated annual accounts, on conditionthat the accounts which are not included do not provide any significantadditional information.
5.1.2. The profit or loss per share of the issuing company, for the financial year,
arising out of the company’s ordinary activities, after tax, for the last threefinancial years, where the company includes its own annual accounts inthe listing particulars.
Where the issuer includes only consolidated annual accounts in the listing
particulars, it shall indicate the consolidated profit or loss per share, forthe financial year, for the last three financial years. This information shallappear in addition to that provided in accordance with the precedingsubparagraph where the issuer also includes its own annual accounts in thelisting particulars.
If in the course of the abovementioned period of three financial years the
number of shares in the issuing company has changed as a result, forexample, of an increase or decrease in capital or the rearrangement orsplitting of shares, the profit or loss per share referred to in the first andsecond paragraph above shall be adjusted to make them comparable; inthat event the adjustment formulae used shall be disclosed.
5.1.3. The amount of the dividend per share for the last three financial years,
adjusted, if necessary, to make it comparable in accordance with the thirdsubparagraph of heading 5.1.2.
5.1.4. Where more than nine months have elapsed since the end of the financial
year to which the last published own annual and/or consolidated annualaccounts relate, an interim financial statement covering at least the firstsix months shall be included in the listing particulars or appended to them.If such an interim financial statement is unaudited, that fact must bestated.
Where the issuer prepares consolidated annual accounts, the competent
authorities shall decide whether the interim financial statement to besubmitted must be consolidated or not.
Any significant change which has occurred since the end of the last
financial year or the preparation of the interim financial statement must bedescribed in a note inserted in the listing particulars or appended thereto.
5.1.5. If the own or consolidated annual accounts do not comply with the
Council Directives on undertakings’ annual accounts and do not give atrue and fair view of the issuer’s assets and liabilities, financial positionand profits and losses, more detailed and/or additional information mustbe given.
5.1.6. A table showing the sources and application of funds over the past three
financial years.
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5.2. Individual details listed below relating to the undertakings in which the
issuer holds a proportion of the capital likely to have a significant effecton the assessment of its own assets and liabilities, financial position orprofits and losses.
The items of information listed below must be given in any event for
every undertaking in which the issuer has a direct or indirect participatinginterest, if the book value of that participating interest represents at least10 % of the capital and reserves or accounts for at least 10 % of the netprofit or loss of the issuer or, in the case of a group, if the book value ofthat participating interest represents at least 10 % of the consolidated netassets or accounts for at least 10 % of the consolidated net profit or loss ofthe group.
The items of information listed below need not be given provided that the
issuer proves that its holding is of a purely provisional nature.
Similarly, the information required under points (e) and (f) may be
omitted where the undertaking in which a participating interest is helddoes not publish its annual accounts.
Pending subsequent coordination of provisions relating to consolidated
annual accounts, the Member States may authorize the competent authori-ties to permit the omission of the information prescribed in points (d) to(j) if the annual accounts of the undertakings in which the participatinginterests are held are consolidated into the group annual accounts or if thevalue attributable to the interest under the equity method is disclosed inthe annual accounts, provided that, in the opinion of the competent author-ities, the omission of that information is not likely to mislead the publicwith regard to the facts and circumstances, knowledge of which is essen-tial for the assessment of the security in question.
The information provided for under points (g) and (j) may be omitted if,
in the opinion of the competent authorities, such omission does notmislead investors.
(a) Name and registered office of the undertaking.
(b) Field of activity.
(c) Proportion of capital held.
(d) Issued capital.
(e) Reserves.
(f) Profit or loss arising out of ordinary activities, after tax, for the last
financial year.
(g) Value at which the issuer obliged to publish listing particulars shows
shares held in its accounts.
(h) Amount still to be paid up on shares held.
(i) Amount of dividends received in the course of the last financial year
in respect of shares held.
(j) Amount of the debts owed to and by the issuer with regard to the
undertaking.
5.3. Individual details relating tothe undertakings no t referred toin heading
5.2 in which the issuer holds at least 10 % of the capital. These detailsmay be omitted when they are of negligible importance for the purpose ofthe objective set in Article 4 of this Directive:
(a) name and registered office of the undertaking;
(b) proportion of capital held.
5.4. When the listing particulars comprise consolidated annual accounts,
disclosure:
(a) of the consolidation principles applied. These shall be described expli-
citly where the Member State has no laws governing the consolidationof annual accounts or where such principles are not in conformitywith such laws or with a generally accepted method in use in theMember State in which the stock exchange on which admission toofficial listing is requested is situated or operates;
(b) of the names and registered offices of the undertakings included in the
consolidation, where that information is important for the purpose ofassessing the assets and liabilities, the financial position and theprofits and losses of the issuer. It is sufficient to distinguish them by asign in the list of undertakings of which details are required inheading 5.2;
1980L0390 — EN — 25.06.1987 — 002.001 — 21
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(c) for each of the undertakings referred to in (b):
— the total proportion of third-party interests, if annual accounts are
consolidated globally;
— the proportion of the consolidation calculated on the basis of
interests, if consolidation has been effected on a pro rata basis.
5.5. Where the issuer is a dominant undertaking forming a group with one or
more dependent undertakings, the details provided for in Chapters 4 and 7shall be given for that issuer and group.
The competent authorities may permit the provision of that information
for the issuer alone or for the group alone, provided that the details whichare not provided are not material.
5.6. If certain information provided for under Schedule A is given in the
annual accounts provided in accordance with this Chapter, it need not berepeated.
CHAPTER 6
Information concerning administration, management and supervision
6.1. Names, addresses and functions in the issuing company of the following
persons and an indication of the principal activities performed by themoutside that company where these are significant with respect to thatcompany:
(a) members of the administrative, mangement or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership
with a share capital;
(c) founders, if the company has been established for fewer than five
years.
6.2. Interests of the members of the administrative, management and super-
visory bodies in the issuing company:
6.2.0. Remuneration paid and benefits in kind granted, during the last completed
financial year under any heading whatsoever, and charged to overheads orthe profit appropriation account, to members of the administrative,management and supervisory bodies, these being total amounts for eachcategory of body.
The total remuneration paid and benefits in kind granted to all members of
the administrative, management and supervisory bodies of the issuer by allthe dependent undertakings with which it forms a group must be indi-cated.
6.2.1. Total number of shares in the issuing company held by the members of its
administrative, management and supervisory bodies and options granted tothem on the company’s shares.
6.2.2. Information about the nature and extent of the interests of members of the
administrative, management and supervisory bodies in transactionseffected by the issuer which are unusual in their nature or conditions (suchas purchases outside normal activity, acquisition or disposal of fixed assetitems) during the preceding financial year and the current financial year.Where such unusual transactions were concluded in the course of previousfinancial years and have not been definitively concluded, information onthose transactions must also be given.
6.2.3. Total of all the outstanding loans granted by the issuer to the persons
referred toin heading 6.1 (a) and alsoo f any guarantees pro vided by theissuer for their benefit.
6.3. Schemes for involving the staff in the capital of the issuer.
CHAPTER 7
Information concerning the recent development and prospects of the issuer
7.1. Except in the event of a derogation granted by the competent authorities,
general information on the trend of the issuer’s business since the end ofthe financial year towhich the last published annual acco unts relate, inparticular:
— the most significant recent trends in production, sales and stocks and
the state of the order book, and
1980L0390 — EN — 25.06.1987 — 002.001 — 22
▼B
— recent trends in costs and selling prices.
7.2. Except in the event of a derogation granted by the competent authorities,
information on the issuer’s prospects for at least the current financial year.
SCHEDULE B
LAYOUT FOR LISTING PARTICULARS FOR THE ADMISSION OF
DEBT SECURITIES TO OFFICIAL STOCK EXCHANGE LISTING
CHAPTER 1
Information concerning those responsible for listing particulars and the
auditing of accounts
1.1. Names and addresses of the natural or legal persons responsible for the
listing particulars or, as the case may be, for certain parts of them with, inthe latter case, an indication of those parts.
1.2. Declaration by those responsible, as referred to in heading 1.1, that, to the
best of their knowledge, the information given in that part of the listingparticulars for which they are responsible is in accordance with the factsand contains no omissions likely to affect the import of the listing particu-lars.
1.3. Names, addresses and qualifications of the official auditors who have
audited the annual accounts for the preceding three financial years inaccordance with national law.
Statement that the annual accounts have been audited. If audit reports on
the annual accounts have been refused by the official auditors or if theycontain qualifications, such refusal or such qualifications must be repro-duced in full and the reasons given.
Indication of other information in the listing particulars which has been
audited by the auditors.
CHAPTER 2
Information concerning loans and the admission of debt securities to official
listing
2.1. Conditions of the loan:2.1.0. The nominal amount of the loan; if this amount is not fixed, a statement to
this effect be made.
The nature, number and numbering of the debt securities and the denomi-
nations.
2.1.1. Except in the case of continuous issues, the issue and redemption prices
and the nominal interest rate; if several interest rates are provided for, anindication of the conditions for changes in the rate.
2.1.2. Procedures for the allocation of any other advantages; the method of
calculating such advantages.
2.1.3. Tax on the income from the debt securities withheld at source in the
country of origin and/or the country of listing.
Indication as to whether the issuer assumes responsibility for the with-
holding of tax at source.
2.1.4. Arrangements for the amortization of the loan, including the repayment
procedures.
2.1.5. The financial organizations which, at the time of admission to official
listing are the paying agents of the issuer in the Member State of admis-sion.
2.1.6. Currency of the loan; if the loan is denominated in units of account, the
contractual status of these; currency option.
2.1.7. Time limits:
(a) period of the loan and any interim due dates;
(b) the date from which interest becomes payable and the due dates for
interest;
(c) the time limit on the validity of claims to interest and repayment of
principal;
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(d) procedures and time limits for delivery of the debt securities, possible
creation of provisional certificates.
2.1.8. Except in the case of continuous issues, an indication of yield. The
method whereby that yield is calculated shall be described in summaryform.
2.2. Legal information:2.2.0. Indication of the resolutions, authorizations and approvals by virtue of
which the debt securities have been or will be created and/or issued.
Type of operation and amount thereof.Number of debt securities which have been or will be created and/or
issued, if predetermined.
2.2.1. Nature and scope of the guarantees, sureties and commitments intended to
ensure that the loan will be duly serviced as regards both the repayment ofthe debt securities and the payment of interest.
Indication of the places where the public may have access to the texts of
the contracts relating to these guarantees, sureties and commitments.
2.2.2. Organization of trustees or of any other representation for the body of debt
security holders.
Name and function and description and head office of the representative
of the debt security holders, the main conditions of such representationand in particular the conditions under which the representative may bereplaced.
Indication of where the public may have access to the contracts relating to
these forms of representation.
2.2.3. Mention of clauses subordinating the loan to other debts of the issuer
already contracted or to be contracted.
2.2.4. Indication of the legislation under which the debt securities have been
created and of the courts competent in the event of litigation.
2.2.5. Indication as to whether the debt securities are registered or bearer.2.2.6. Any restrictions on the free transferability of the debt securities.2.3. Information concerning the admission of the debt securities to official
listing.
2.3.0. The stock exchanges where admission to official listing is, or will be,
sought.
2.3.1. Names, addresses and description of the natural or legal persons under-
writing or guaranteeing the issue for the issuer. Where not all of the issueis underwritten or guaranteed, a statement of the portion not covered.
2.3.2. If the public or private issue or placing were or are being made simultane-
ously on the markets of two or more States and if a tranche has been or isbeing reserved for certain of these, indication of any such tranche.
2.3.3. If debt securities of the same class are already listed on one or more stock
exchanges, indication of these stock exchanges.
2.3.4. If debt securities of the same class have not yet been admitted to official
listing but are dealt in one or more other markets which are subject toregulation, are in regular operation and are recognized and open, indica-tion of such markets.
2.4. Information concerning the issue of it is concomitant with official admis-
sion or if it took place within the three months preceding such admission.
2.4.0. The procedure for the exercise of any right of pre-emption; the negotia-
bility of subscription rights; the treatment of subscription rights not exer-cised.
2.4.1. Method of payment of the issue or offer price.2.4.2. Except in the case of continuous debt security issues, period of the
opening of the issue or offer and any possibilities of early closure.
2.4.3. Indication of the financial organizations responsible for receiving the
public’s subscriptions.
2.4.4. Reference, where necessary, tothe fact that the subscriptio ns may be
reduced.
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2.4.5. Except in the case of continuous debt security issues, indication of the net
proceeds of the loan.
2.4.6. Purpose of the issue and intended application of its proceeds.
CHAPTER 3
General information about the issuer and its capital
3.1. General information about the issuer.3.1.0. Name, registered office and principal administrative establishment if
different from the registered office.
3.1.1. Date of incorporation and the length of life of the issuer, expect where
indefinite.
3.1.2. Legislation under which the issuer operates and legal form which it has
adopted under that legislation.
3.1.3. Indication of the issuer’s objects and reference to the clause in the
memorandum of association in which they are described.
3.1.4. Indication of the register and of the entry number therein.3.1.5. Indication of where the documents concerning the issuer which are
referred toin the listing particulars may be inspected.
3.2. General information about capital:3.2.0. The amount of the issued capital and the number and classes of the
securities of which it is composed with details of their principal character-istics.
The part of the issued capital still to be paid up, with an indication of the
number, or total nominal value, and the type of securities not yet fullypaid up, broken down where applicable according to the extent to whichthey have been paid up.
3.2.1. The amount of any convertible debt securities, exchangeable debt securi-
ties or debt securities with warrants, with an indication of the conditionsgoverning and the procedures for conversion, exchange or subscription.
3.2.2. If the issuer belongs to a group of undertakings, a brief description of the
group and of the issuer’s position within it.
3.2.3. Number, book value and nominal value or, in the absence of a nominal
value, the accounting par value of any of its own shares which the issueror another company in which the issuer has a direct or indirect holding ofmore than 50 % has acquired and is holding, if such securities do notappear as a separate item on the balance sheet, in so far as they represent asignificant part of the issued capital.
CHAPTER 4
Information concerning the issuer’s activities
4.1. The issuer’s principal activities.4.1.0. Description of the issuer’s principal activities, stating the main categories
of products sold and/or services performed.
Indication of any significant new products and/or activities.
4.1.1. Net turnover during the past two financial years.4.1.2. Location and size of the issuer’s principal establishments and summary
information about real estate owned. Any establishment which accountsfor more than 10 % of turnover or production shall be considered aprincipal establishment.
4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities in
so far as significant, description of deposits, estimate of economicallyexploitable reserves and expected period of working.
Indication of the periods and main terms of concessions and the economic
conditions for working them.
Indication of the progress of actual working.
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been
influenced by exceptional factors, that fact should be mentioned.
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4.2. Summary information regarding the extent to which the issuer is
dependent, if at all, on patents or licences, industrial, commercial orfinancial contracts or new manufacturing processes, where such factorsare of fundamental importance to the issuer’s business or profitability.
4.3. Information on any legal or arbitration proceedings which may have or
have had a significant effect on the issuer’s financial position in the recentpast.
4.4. Investment policy:4.4.0. Description, with figures, of the main investments made, including inter-
ests such as shares, debt securities, etc., in other undertakings, over thepast three financial years and the months already elapsed of the currentfinancial year.
4.4.1. Information concerning the principal investments being made with the
exception of interests being acquired in other undertakings.
Distribution of these investments geographically (home and abroad).Method of financing (internal or external).
4.4.2. Information concerning the issuer’s principal future investments, with the
exception of interests to be acquired in other undertakings, on which itsmanagement bodies have already made firm commitments.
CHAPTER 5
Information concerning the issuer’s assets and liabilities, financial position
and profits and losses
5.1. Accounts of the issuer:5.1.0. The last two balance sheets and profit and loss accounts drawn up by the
issuer set out as a comparative table. The notes on the annual accounts forthe last financial year.
The draft listing particulars must be filed with the competent authorities
not more than 18 months after the end of the financial year to which thelast annual accounts published relate. The competent authorities mayextend that period in exceptional cases.
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include
those accounts in the listing particulars in accordance with heading 5.1.0.
If the issuer prepares both own and consolidated annual accounts, it shall
include both sets of accounts in the listing particulars in accordance withheading 5.1.0. However, the competent authorities may allow the issuer toinclude either the own or the consolidated annual accounts, on conditionthat the accounts which are not included do not provide any significantadditional information.
5.1.2. Where more than nine months have elapsed since the end of the financial
year to which the last published own annual and/or consolidated annualaccounts relate, an interim financial statement covering at least the firstsix months shall be included in the listing particulars or appended to them.If the interim financial statement is unaudited, that fact must be stated.
Where the issuer prepares consolidated annual accounts, the competent
authorities shall decide whether the interim financial statement to besubmitted must be consolidated or not.
Any significant change which has occurred since the end of the last
financial year or the preparation of the aforementioned interim financialstatement must be described in a note inserted in or appended to the listingparticulars.
5.1.3. If the own annual or consolidated annual accounts do not comply with the
Council Directives on undertakings’ annual accounts and do not give atrue and fair view of the issuer’s assets and liabilities, financial positionand profits and losses, more detailed and/or additional information mustbe given.
5.1.4. Indication as at the most recent date possible (which must be stated) of the
following, if material:
— the total amount of any loan capital outstanding, distinguishing
between loans guaranteed (by the provision of security or otherwise,by the issuer or by third parties) and loans not guaranteed,
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— the total amount of all other borrowings and indebtedness in the nature
of borrowing, distinguishing between guaranteed and unguaranteedborrowings and debts,
— the total amount of any contingent liabilities.
An appropriate negative statement shall be given, where relevant, in the
absence of any such loan capital, borrowings and indebtedness and contin-gent liabilities.
If the issuer prepares consolidated annual accounts, the principles laid
down in heading 5.1.1 shall apply.
As a general rule, no account should be taken of liabilities between
undertakings within the same group, a statement to that effect being madeif necessary.
5.1.5. A table showing the sources and application of funds over the past three
financial years.
5.2. Individual details listed below relating to the undertakings in which the
issuer holds a proportion of the capital likely to have a significant effecton the assessment of its own assets and liabilities, financial position orprofits and losses.
The items of information listed below must be given in any event for
every undertaking in which the issuer has a direct or indirect participatinginterest, if the book value of that participating interest represents at least10 % of the capital and reserves or accounts for at least 10 % of the netprofit or loss of the issuer, or in the case of a group, if the book value ofthat participating interest represents at least 10 % of the consolidated netassets or accounts for at least 10 % of the consolidated net profit or loss ofthe group.
The items of information listed below need not be given provided that the
issuer proves that its holding is of a purely provisional nature.
Similarly, the information required under points (e) and (f) may be
omitted where the undertaking in which a participating interest is helddoes not publish its annual accounts.
Pending coordination of provisions relating to consolidated annual
accounts, the Member States may authorize the competent authorities topermit the omission of the information prescribed in points (d) to (h) if theannual accounts of the undertakings in which the participating interests areheld are consolidated into the group annual accounts or if the valueattributable to the interest under the equity method is disclosed in theannual accounts, provided that in the opinion of the competent authorities,the omission of that information is not likely to mislead the public withregard to the facts and circumstances knowledge of which is essential forthe assessment of the security in question.
(a) Name and registered office of the undertaking.
(b) Field of activity.
(c) Proportion of capital held.
(d) Issued capital.
(e) Reserves.
(f) Profit or loss arising out of ordinary activities, after tax, for the last
financial year.
(g) Amount still to be paid up on shares held.(h) Amount of dividends received in the course of the last financial year
in respect of shares held.
5.3. When the listing particulars comprise consolidated annual accounts,
disclosure:
(a) of the consolidation principles applied. These shall be described expli-
citly where the Member State has no laws governing the consolidationof annual accounts or where such principles are not in conformitywith such laws or with a generally accepted method in use in theMember State in which the stock exchange on which admission toofficial listing is requested is situated or operates;
(b) of the names and registered offices of the undertakings included in the
consolidation, where that information is important for the purpose ofassessing the assets and liabilities, the financial position and theprofits and losses of the issuer. It is sufficient to distinguish them by asign in the list of companies for which details are required in heading5.2;
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(c) for each of the undertakings referred to in (b):
— the total proportion of third-party interests, if annual accounts are
consolidated globally,
— the proportion of the consolidation calculated on the basis of
interests, if consolidation has been effected on a pro rata basis.
5.4. Where the issuer is a dominant undertaking forming a group with one or
more dependent undertakings, the details provided for in Chapters 4 and 7shall be given for that issuer and group.
The competent authorities may permit the provision of that information
for the issuer alone or for the group alone, provided that the details whichare not provided are not material.
5.5. If certain information provided for under Schedule B is given in the
annual accounts provided in accordance with this Chapter, it need not berepeated.
CHAPTER 6
Information concerning administration, management and supervision
6.1. Names, addresses and functions in the issuing undertaking of the
following persons, and an indication of the principal activities performedby them outside that undertaking where these are significant with respecttothat undertaking:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership
with a share capital.
CHAPTER 7
Information concerning the recent development and prospects of the issuer
7.1. Except in the event of a derogation granted by the competent authorities,
general information on the trend of the issuer’s business since the end ofthe financial year towhich the last published annual acco unts relate, inparticular:
— the most significant recent trends in production, sales and stocks and
the state of the order book, and
— recent trends in costs and selling prices.
7.2. Except in the event of a derogation granted by the competent authorities,
information on the issuer’s prospects for at least the current financial year.
SCHEDULE C
LAYOUT FOR LISTING PARTICULARS FOR THE ADMISSION OF
CERTIFICATES REPRESENTING SHARES TO OFFICIAL STOCK
EXCHANGE LISTING
CHAPTER 1
General information about the issuer
1.1. Name, registered office and principal administrative establishment if
different from the registered office.
1.2. Date of incorporation and length of life of the issuer, except where
indefinite.
1.3. Legislation under which the issuer operates and legal form which it has
adopted under that legislation.
1.4. The amount of the issued capital and the number and classes of the
securities of which it is composed with details of their principal character-istics.
The part of the issued capital still to be paid up, with an indication of the
number, or total nominal value, and the type of the securities not yet fullypaid up, broken down where applicable according to the extent to whichthey have been paid up.
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1.5. Indication of the principal holders of the capital.
1.6. Names, addresses and functions in the issuing body of the following
persons, and an indication of the principal activities performed by themoutside that body where these are significant with respect to that body,and alsothe functio ns held:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership
with a share capital.
1.7. The company’s objects. If the issue of certificates representing shares is
not the sole object of the company, the nature of its other activities mustbe described, those of a purely trustee nature being dealt with separately.
1.8. A summary of the annual accounts relating to the last completed financial
year.
Where more than nine months have elapsed since the end of the last
financial year to which the last published own annual and/or consolidatedannual accounts relate, an interim financial statement covering at least thefirst six months shall be included in the listing particulars or appended tothem. If the interim financial statement is unaudited, that fact must bestated.
Where the issuer prepares consolidated annual accounts, the competent
authorities shall decide whether the interim financial statement to besubmitted must be consolidated or not.
Any significant change which has occurred since the end of the last
financial year or the preparation of the interim financial statement must bedescribed in a note inserted in the listing particulars or appended thereto.
CHAPTER 2
Information on the certificates themselves
2.1. Legal status:
Indication of the rules governing the issue of the certificates and mention
of the date and place of their publication.
2.1.0. Exercise of and benefit from the rights attaching to the original securities,
in particular voting rights — conditions on which the issuer of thecertificates may exercise such rights, and measures envisaged too btain theinstructions of the certificate holders — and the right to share in profitsand any liquidation surplus.
2.1.1. Bank or other guarantees attached to the certificates and intended to
underwrite the issuer’s obligations.
2.1.2. Possibility of obtaining the conversion of the certificates into original
securities and procedure for such conversion.
2.2. The amount of the commissions and costs to be borne by the holder in
connection with:
— the issue of the certificate,
— the payment of the coupons,— the creation of additional certificates,— the exchange of the certificates for original securities.
2.3. Transferability of the certificates:
(a) The stock exchanges where admission to official listing is, or will be,
sought;
(b) Any restrictions on the free transferability of the certificates.
2.4. Supplementary information for admission to official listing:
(a) If the certificates are to be placed on a stock exchange the number of
certificates made available to the market and/or the total nominalvalue; the minimum sale price, if such a price is fixed;
(b) Date on which the new certificates will be listed, if known.
2.5. Indication of the tax arrangements with regard to any taxes and charges to
be borne by the holders and levied in the countries where the certificatesare issued.
2.6. Indication of the legislation under which the certificates have been created
and of the courts competent in the event of litigation.