Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version)

(presented by the Commission)

EXPLANATORY MEMORANDUM

1. In the context of a people's Europe, the Commission attaches great importance to simplifying and clarifying Community law so as to make it clearer and more accessible to the ordinary citizen, thus giving him new opportunities and the chance to make use of the specific rights it gives him.

This aim cannot be achieved so long as numerous provisions that have been amended several times, often quite substantially, remain scattered, so that they must be sought partly in the original instrument and partly in later amending ones. Considerable research work, comparing many different instruments, is thus needed to identify the current rules.

For this reason a codification of rules that have frequently been amended is also essential if Community law is to be clear and transparent.

2. On 1 April 1987 the Commission therefore decided to instruct its staff that all legislative measures should be codified after no more than ten amendments, stressing that this was a minimum requirement and that departments should endeavour to codify at even shorter intervals the texts for which they were responsible, to ensure that the Community rules were clear and readily understandable.

3. The Conclusions of the Presidency of the Edinburgh European Council (December 1992) confirmed this, stressing the importance of legislative codification as it offers certainty as to the law applicable to a given matter at a given time.

It must be undertaken in full compliance with the normal Community legislative procedure.

Given that no changes of substance may be made to the instruments affected by legislative codification, the European Parliament, the Council and the Commission have agreed, by an interinstitutional agreement dated 20 December 1994, that an accelerated procedure may be used for the fast-track adoption of codification instruments.

4. The purpose of this proposal [1] for legislative codification of Council Directives 79/279/EEC of 5 March 1979, coordinating the conditions for the admission of securities to official stock exchange listing, 80/390/EEC 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, 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing, and 88/627/EEC of 12 December 1988 on the information to be published when a major holding in a listed company is acquired or disposed of, is to undertake official codification of this type. The new directive will supersede the various directives incorporated in it [2], their content is fully preserved, and they are brought together with only such formal amendments as are required by the codification exercise itself.

[1] Entered in the legislative programme for 1995.

[2] See Annex II, Part A, of this proposal.

This legislative codification proposal also reflects the replacement of references to the "ECU" with references to the "euro", as laid down by Council Regulation (EC) No 1103/97 of 19 June 1997 [3].

[3] OJ L 162, 19.6.1997, p. 1.

5. This legislative codification proposal was drawn up on the basis of the texts of the acts published in the Official Journal, in all the official languages. Although the articles have been given new numbers, the old numbering has been retained in the margin for ease of reference; the correlation between the old and new numbers is shown in a table set out in Annex III, to the codified Directive.

Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the admission of securities to official stock exchange listing and on information to be published on those securities

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the Economic and Social Committee [4],

[4] OJ C

Acting in accordance with the procedure laid down in Article 251 of the Treaty [5],

[5] OJ C

Whereas:

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TABLE OF CONTENTS

RECITALS

TITLE I DEFINITIONS AND SCOPE OF APPLICATION

Chapter I Definitions

Article 1

Chapter II Scope of application

Article 2

Article 3

Article 4

TITLE II GENERAL PROVISIONS CONCERNING THE OFFICIAL

LISTING OF SECURITIES

Chapter I General conditions for admission

Article 5

Article 6

Article 7

Chapter II More stringent or additional conditions and obligations

Article 8

Chapter III Derogations

Article 9

Article 10

Chapter IV Powers of the national competent authorities

Section 1 Decision of admission

Article 11

Article 12

Article 13

Article 14

Article 15

Section 2 Information requested by the competent authorities

Article 16

Section 3 Actions against an issuer failing to comply to the obligations

resulting from admission

Article 17

Section 4 Suspension and discontinuance

Article 18

Section 5 Right to apply to the courts in case of refusal of admission

or discontinuance

Article 19

TITLE III PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING

OF SECURITIES

Chapter I Publication of listing particulars for admission

Section 1 General provisions

Article 20

Article 21

Article 22

Section 2 Partial or complete exemption from the obligation

to publish listing particulars

Article 23

Section 3 Permitted omission from the listing particulars of certain information

Article 24

Section 4 Contents of the listing of particulars in certain specific cases

Article 25

Article 26

Article 27

Article 28

Article 29

Article 30

Article 31

Article 32

Article 33

Article 34

Section 5 Control and circulation of listing particulars

Article 35

Article 36

Section 6 Determination of the competent authority

Article 37

Section 7 Mutual recognition

Article 38

Article 39

Article 40

Section 8 Negotiations with non-member countries

Article 41

Chapter II Particular conditions for the admission of shares

Section 1 Conditions relating to companies for the shares of which admission

to official listing is sought

Article 42

Article 43

Article 44

Section 2 Conditions relating to the shares for which admission is sought

Article 45

Article 46

Article 47

Article 48

Article 49

Article 50

Article 51

Chapter III Particular conditions relating to the admission to the official listing

of debt securities issued by an undertaking

Section 1 Conditions relating to undertakings for the debt securities of

which admission to official listing is sought

Article 52

Section 2 Conditions relating to the debt securities for which admission to

official listing is sought

Article 53

Article 54

Article 55

Article 56

Article 57

Section 3 Other conditions

Article 58

Article 59

Chapter IV Particular conditions relating to the admission to official listing of

debt securities issued by a State, its regional or

local authorities or a public international body

Article 60

Article 61

Article 62

Article 63

TITLE IV ONGOING OBLIGATIONS RELATING TO SECURITIES

ADMITTED TO OFFICIAL LISTING

Chapter I Obligations of companies whose shares are admitted to official listing

Section 1 Listing of newly issued shares of the same class

Article 64

Section 2 Treatment of shareholders

Article 65

Section 3 Amendment of the instrument of incorporation or the statutes

Article 66

Section 4 Annual accounts and annual report

Article 67

Section 5 Additional information

Article 68

Section 6 Equivalence of information

Article 69

Section 7 Periodical information to be published

Article 70

Article 71

Section 8 Publication and contents of the half-yearly report

Article 72

Article 73

Article 74

Article 75

Article 76

Article 77

Chapter II Obligation of issuers whose debt securities are admitted

to official listing

Section 1 Debt securities issued by an undertaking

Article 78

Article 79

Article 80

Article 81

Article 82

Section 2 Debt securities issued by a State or its regional or local authorities or

by a public international body

Article 83

Article 84

Chapter III Obligations relating to the information to be published when a

major holding in a listed company is acquired or disposed of

Section 1 General provisions

Article 85

Article 86

Article 87

Article 88

Section 2 Information when a major holding is acquired or disposed of

Article 89

Article 90

Article 91

Section 3 Determination of the voting rights

Article 92

Section 4 Exemptions

Article 93

Article 94

Article 95

Section 5 Competent authorities

Article 96

Section 6 Sanctions

Article 97

TITLE V PUBLICATION AND COMMUNICATION OF THE INFORMATION

Chapter I Publication and communication of listing particulars for the

admission of securities to the official stock exchange listing

Section 1 Procedures and period of publication of listing particulars and

their supplements

Article 98

Article 99

Article 100

Section 2 Prior communication to the competent authorities of

the means of publication

Article 101

Chapter II Publication and communication of information after listing

Article 102

Chapter III Languages

Article 103

Article 104

TITLE VI COMPETENT AUTHORITIES AND COOPERATION

BETWEEN MEMBER STATES

Article 105

Article 106

Article 107

TITLE VII CONTACT COMMITTEE

Chapter 1 Composition, working and tasks of the Committee

Article 108

Chapter II Adaptation of the amount of equity market capitalisation

Article 109

TITLE VIII FINAL PROVISIONS

Article 110

Article 111

Article 112

Article 113

Annex I Schedule of listing particulars for the admission of securities

to the official stock exchange listing

Annex II Part A, Repealed Directives and their successive amendments

Annex II Part B, Deadlines for transposition into national law

Annex III Correlation table

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2. The provisions mentioned in paragraph 1 shall not, however, apply to investment undertakings other than those of the closed-end type.

// 82/121/EEC

Article 1 (2), 1st subparagraph

(adapted)

3. The Member States may exclude central banks from the scope of the provisions mentioned in paragraph 1. // 82/121/EEC

Article 1 (3)

(adapted)

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The issuers must simultaneously send the information referred to in Articles 67, 68, 80 and 81, to the competent authorities. // 79/279/EEC

Article 17 (1)

(adapted)

2. The half-yearly report referred to in Article 70 must be published in the Member State or Member States where the shares are admitted to official listing by insertion in one or more newspapers distributed throughout the State or widely distributed therein or in the national gazette, or shall be made available to the public either in writing in places indicated by announcement to be published in one or more newspapers distributed throughout the State or widely distributed therein, or by other equivalent means approved by the competent authorities.

// 82/121/EEC

Article 7 (1)

(adapted)

The company shall send a copy of its half-yearly report simultaneously to the competent authorities of each Member State in which its shares are admitted to official listing. It shall do so not later than the time when the half-yearly report is published for the first time in a Member State. // 82/121/EEC

Article 7 (3)

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3. Without prejudice to cases covered by criminal law the competent authorities, in application of Article 106, receiving information pursuant to Title III, Chapter I, Title V, Chapter I and Annex I, may use it only for the performance of their duties or in the context of administrative appeals or legal proceedings in relation to such performance. // 80/390/EEC

Article 25 (3)

(as amended by Directive 87/345/EEC - Article 1)

(adapted)

A competent authority which, pursuant to paragraph 2, receives confidential information under Title IV, Chapter III may use it solely for the performance of its duties. // 88/627/EEC

Article 14(3)

(adapted)

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Done at Brussels,

For the European Parliament For the Council

The President The President

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Annex II

Part A

Repealed Directives

and their successive amendments

(referred to in Article 111)

Council Directive 79/279/EEC (OJ L 66, 16.3.1979, p. 21)

Council Directive 82/148/EEC (OJ L 62, 5 3.1982, p. 22)

Council Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62)

Council Directive 80/390/EEC (OJ L 100, 17.4.1980, p. 1)

Council Directive 82/148/EEC (OJ L 62, 5.3.1982, p. 22)

Council Directive 87/345/EEC (OJ L 185, 4.7.1987, p. 81)

Council Directive 90/211/EEC (OJ L 112, 3.5.1990, p. 24)

European Parliament and Council Directive 94/18/EC (OJ L 135, 31.5.1994, p. 1)

Council Directive 82/121/EEC (OJ L 48, 20.2.1982, p. 26)

Council Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62)

Annex II

Part B

Time-limits for transposition into national law

(referred to in Article 111)

Directive

// Time-limit for transposition

79/279/EEC // 8 March 1981 [6] [7]

[6] 8. 3.1982 for the Member States which introduce simultaneously Directives 79/279/EEC and 80/390/EEC.

[7] 30.6.1983 for the Member States which introduce simultaneously Directives 79/279/EEC, 80/390/EEC and 82/121/EEC.

80/390/EEC //

19 September 198211

82/121/EEC //

30 June 1983 [8]

[8] Time-limit for application:30.6.1986.

82/148/EEC //

87/345/EEC //

1 January 1990

1 January 1991 for Spain

1 January 1992 for Portugal

88/627/EEC //

1 January 1991

90/211/EEC //

17 April 1991

94/18/EC //

ANNEX III

CORRELATION TABLE

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