No C 226/4 Official Journal of the European Communities 31.8.82 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Council Directive coordinating the requirements for the drawing 
up, scrutiny and distribution of the prospectus to be published when securities are offered 
for subscription or sale to the public 
(Submitted by the Commission to the Council pursuant to the second paragraph of Article 
149 of the EEC Treaty on 19 July 1982) 
ORIGINAL VERSION NEW VERSION 
Proposal for a Council Directive coordinating the 
requirements for the drawing up, scrutiny and distri­
bution of the prospectus to be published when 
securities are offered for subscription or sale to the 
public 
Article 1 
1. This Directive shall apply to securities which are 
offered for subscription or sale to the public within a 
Member State provided that the securities are not 
admitted to official listing on a stock exchange 
situated or operating in that Member State. 
2. For the purposes of applying this Directive, 
securities shall be considered to be offered for sub­
scription or sale to the public where the offer is not 
addressed exclusively to a restricted circle of persons. 
The Member States shall determine what is meant by 
'restricted circle of persons' having regard to the 
number of persons to whom the offer is addressed 
and, if appropriate, having regard also to their nature, 
to the amount of the offer, and to the means of 
publicity used for making the offer. Amended proposal for a Council Directive coordi­
nating the requirements for the drawing up, scrutiny 
and distribution of the prospectus to be published 
when securities are offered for subscription or sale to 
the public 
Article 1 
1. This Directive shall apply to securities which 
are offered directly or indirectly by the issuer for 
subscription or sale to the public within one or more 
Member States. 
Unchanged. 
An offer shall be considered to be made to a restricted 
circle of persons where it is addressed to an 
identifiable category of persons or bodies known to 
the offeror, to whom the offer is directly 
communicated by the offeror or his appointed agent, 
so that only members of that category may accept the 
offer and such members are in possession of sufficient 
information to be able to make a reasonable 
evaluation of the offer. 
Notwithstanding the foregoing, a Member State may 
consider that an offer is addressed to a restricted 
circle of persons where it is addressed to not more 
than a given number of persons to be specified by that 
Member State, which number shall not exceed 250. Preamble and recitals unchanged 
SECTION I 
General provisions 
31.8.82 Official Journal of the European Communities No C 226/5 
ORIGINAL VERSION NEW VERSION 
Article 2 
This Directive shall not apply to: 
(a) units issued by collective investment undertakings 
other than the closed-end type; or 
(b) securities issued by a State or by its regional or 
local authorities; or 
(c) securities issued in connection with a takeover 
offer; or 
(d) securities issued in connection with a merger 
involving the acquisition of another company or 
the formation of a new company, the division of 
a company, the transfer of all or part of an 
undertaking's assets and liabilities or as 
consideration for the transfer of assets other than 
cash; or 
(e) shares allotted free of charge to holders of shares; 
or 
(f) shares issued in substitution for shares if the 
issuing of such new shares does not involve any 
increase in the company's issued share capital; or 
(g) shares allotted directly or indirectly to employees 
or to trustees holding them on behalf of 
employees. Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. Article 2 
(h) 
(0 
(J) Eurobonds; or 
shares resulting from the conversion of 
convertible debt securities or shares created after 
an exchange for exchangeable debt securities or 
shares resulting from the exercise of the rights 
conferred by warrants; or 
securities which are admitted to official listing on 
a stock exchange situated or operating in the 
Member State where the public offer is made. 
Article 3 
For the purposes of applying this Directive: 
(a) 'collective investment undertakings other than the 
closed-end type' shall mean unit trusts and 
investment companies: 
— the object of which is the collective investment 
of capital provided by the public, and which 
operate on the principle of risk spreading, and 
— the units of which are, at the holder's request, 
purchased or redeemed, directly or indirectly, 
out of the assets of these undertakings. Action 
taken by such undertakings to ensure that the 
stock exchange value of their units does not Article 3 
Unchanged. 
Unchanged. 
No C 226/6 Official Journal of the European Communities 31. 8.82 
ORIGINAL VERSION NEW VERSION 
significantly vary from their net asset value 
shall be regarded as equivalent to such 
repurchase or redemption; 
(b) 'units of a collective investment undertaking' shall 
mean securities issued by a collective investment 
undertaking as representing the rights of parti­
cipants in the assets of such an undertaking; 
(c) 'issuers' shall mean companies and other legal 
persons and any undertakings whose securities 
are offered for subscription or sale to the public; 
(d) 'net turnover' shall comprise the amounts derived 
from the sale of products and the provision of 
services falling within the undertaking's ordinary 
activities, after deduction of sales rebates and of 
value added tax and other taxes linked directly to 
the turnover; 
(e) 'credit institution' shall mean an undertaking 
whose business is to receive deposits or other 
repayable funds from the public and to grant 
credits for its own account; 
(f) 'participating interests' shall mean rights in the 
capital of other undertakings, whether or not 
represented by certificates, which, by creating a 
durable link with those undertakings, are 
intended to contribute to the activities of the 
undertaking which holds these rights; 
(g) 'annual accounts' shall comprise the balance 
sheet, the profit and loss; account and the notes 
on the accounts. These documents shall constitute 
a composite whole. Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
Unchanged. 
(h) 'securities' shall mean shares, debt securities or 
certificates representing shares. 
Articles 4 and 5 unchanged 
Article 6 
1. Without prejudice to the obligation referred to 
in Article 5, Member States shall ensure that, subject 
to the possibilities for exemptions provided for in 
Articles 7 and 8, prospectuses contain, in as easily 
analyzable and comprehensible a form as possible, at 
least the items of information provided for in 
Schedules A, B or C, depending on whether shares, 
debt securities or certificates representing shares are 
involved. 
2. In the specific cases covered by Articles 9 to 16 
the prospectus is to be drawn up in accordance with 
the specifications given in those Articles, subject to 
the possibilities for exemptions provided for in 
Articles 7 and 8. Article 6 
1. Without prejudice to the obligation referred to 
in Article 5, Member States shall ensure that, subject 
to the possibilities for exemption provided for in 
Articles 7, 7a and 8, prospectuses contain, in as easily 
analyzable and comprehensible a form as possible, at 
least the items of information provided for in 
Schedules A, B or C, depending on whether shares, 
debt securities or certificates representing shares are 
involved. 
2. In the specific cases covered by Articles 9 to 16 
the prospectus is to be drawn up in accordance with 
the specifications given in those Articles, subject to 
the possibilities for exemptions provided for in 
Articles 7, 7a and 8. 
31.8.82 Official Journal of the European Communities No C 226/7 
ORIGINAL VERSION 
3. Where certain headings in Schedules A, B and C 
appear inappropriate to the issuer's sphere of activity 
or legal form, a prospectus giving equivalent infor­
mation shall be drawn up by adapting these headings. NEW VERSION 
Unchanged. 
Article 7 
Member States may allow the authorities responsible Unchanged. 
for checking the prospectus within the meaning of 
this Directive (hereinafter referred to as 'the 
competent authorities') to provide for partial or 
complete exemption from the obligation to publish a 
prospectus in the following cases: 
1. where the securities are not offered by the issuer 1. Deleted. 
or by financial intermediaries; Article 7 
2. where the securities offered are: 
(a) shares. resulting from the conversion of 
convertible debt securities or shares created 
after an exchange for exchangeable debt 
securities; or 
(b) shares resulting from the exercise of the rights 
conferred by warrants; 
and, where appropriate, the information provided 
for in Chapter 2 of Schedule A is published in 
accordance with Article 19 and Article 20 (1); 
3. where the securities offered are: 
(a) shares of which either the number or the 
nominal value or, in the absence of a nominal 
value, the accounting par value, amount to less 
than 10 % of the number or of the 
correponding value of shares of the same class 
as have already been offered to the public in 
the Member State where the offer is made, 
and of which the nominal value, or in the 
absence of a nominal value, the accounting par 
value, is in any event less than 25 000 units of 
account; 2. Deleted. 
3. where the securities offered are: 
(a) shares for which admission to official listing is 
or will be applied for and of which either the 
number or the estimated market value or the 
nominal value or, in the absence of a nominal 
value, the accounting par value, amounts to less 
than 10 % of the number or of the 
corresponding value of shares of the same class 
already listed on the same stock exchange, 
provided that the issuer has complied with the 
stock exchange publicity requirements imposed 
by the national authorities and has produced 
annual accounts and annual and interim reports 
which these authorities have considered 
adequate. 
(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 irrev-(b) Unchanged. 
No C 226/8 Official Journal of the European Communities 31.8.82 
ORIGINAL VERSION 
ocably guaranteed by a Member State or 
one of a Member State's federated States; NEW VERSION 
(c) debt securities issued by legal persons, other 
than companies, which are nationals of a 
Member State and 
— are set up by special law, 
— the activities of which are governed by that 
law and consist solely in: 
(i) raising funds under state control 
through the issue of debt securities, 
and 
(ii) financing production by means of the 
resources which they have raised and 
resources provided by a Member State, 
and 
— the debt securities of which are, for the 
purposes of admission to official listing, 
considered as debt securities issued or 
guaranteed by the State; or (c) Unchanged. 
(d) supplementary certificates representing shares 
issued in exchange for the original securities, 
where the issuing of such new certificates has 
not brought about any increase in the 
company's issued share capital, provided that a 
document which the competent authorities 
consider to contain equivalent information to 
that contained in the prospectus required by 
this Directive and relating to the certificates 
representing such shares has already been 
published in the same Member State as that in 
which the offer to the public is made; (d) Unchanged. 
and where in all the cases referred to in the points 
mentioned above information concerning the number 
and type of securities to be offered and the circums­
tances in which such securities have been issued has 
been published in accordance with Articles 19 and 
20 (1). Unchanged. 
4. Where the securities offered are debt securities 
issued in a continuous or repeated manner by credit 
institutions which regularly publish their annual 
accounts and which, within the Community, are set 
up or governed by a special law, or pursuant to 
such a law, or are subject to public supervision 
designed to protect savings. 
Article 7a 
Where the offer relates to securities issued by an 
undertaking the securities of which are not admitted 
to official listing on a stock exchange situated or 
31.8.82 Official Journal of the European Communities No C 226/9 
ORIGINAL VERSION NEW VERSION 
operating in the same Member State as that in which 
the offer is made and provided that that undertaking 
has not requested the admission of its securities to 
such listing, the competent authorities may authorize 
omission from the prospectus of certain information 
contained in Chapters 4 and 6 of Schedule A or B 
depending on whether the offer is of shares or of debt 
securities. Moreover, wherever a reference to infor­
mation of a financial nature is made in Chapter 5 of 
Schedule A or B as the case may be, the competent 
authorities may authorize such information to be given 
merely for the last financial year, instead of for the 
last three financial years (in the case of Schedule A) 
or the last two financial years (in the case of 
Schedule B). 
Article 8 
1. The competent authorities may authorize Unchanged, 
omission from the prospectus of certain information 
provided for by this Directive if they consider that: 
(a) such information is of minor importance only and 
is not such as will influence assessment of the 
assets and liabilities, financial position, profits and 
losses and prospects of the issuer; or 
(b) disclosure of such information would be contrary 
to the public interest or seriously detrimental to 
the issuer, provided that, in the latter case, such 
omission would not be likely to mislead the public 
with regard to facts and circumstances, 
knowledge of which is essential for the 
assessment of the securities in question. 
2. Where the person making the offer is a person Deleted. 
other than the issuer or a person acting on his behalf, 
the competent authorities may authorize omission 
from the prospectus of certain information which 
would not normally be in his possession. Article 8 
SECTION II 
Contents of the prospectus in certain specific cases 
Articles 9 to 11 unchanged 
Article 12 
1. Where the offer relates to debt securities issued 
in a continuous or repeated manner by credit 
institutions which regularly publish their annual 
accounts and which, within the Community, are set 
up or governed by a special law, or pursuant to such Article 12 
1. Deleted. 
No C 226/10 Official Journal of the European Communities 31.8.82 
ORIGINAL VERSION NEW VERSION 
a law, or are subject to public supervision designed to 
protect savings, the Member States may provide that 
the prospectus shall contain only: 
— the information provided for in heading 1.1 and 
Chapter 2 of Schedule B, and 
— information concerning any events of importance 
for the assessment of the securities in question 
which have occurred since the end of the financial 
year in respect of which the last annual accounts 
were published. Such accounts must be made 
available to the public at the issuer's offices and at 
those of the financial organizations retained to act 
as the latter's paying agents. 
2. Where the debt securities referred to in 
paragraph 1 are issued at very short intervals, the 
Member States may provide that the prospectus shall 
only contain information on the characteristics of 
such debt securities. 2. Deleted. 
Article 13 unchanged 
Article 14 
1. Where the offer relates to convertible debt 
securities, exchangeable debt securities or debt 
securities with warrants, the prospectus must include: 
— information concerning the nature of the shares 
offered by way of conversion, exchange or sub­
scription, and the rights attaching thereto, 
— the information provided for in heading 1.3 and 
Chapters 3 to 7 of Schedule A, 
— the information provided for in Chapter 2 of 
Schedule B, and 
— the conditions of and procedures for conversion, 
exchange or subscription and details of the 
situations in which they may be amended. 
2. When the issuer of the convertible debt 
securities, the exchangeable debt securities or the debt 
securities with warrants is not the issuer of the shares, 
the prospectus must include: 
— information concerning the nature of the shares 
offered by way of conversion, exchange or sub­
scription and the rights attaching thereto, and 
— in respect of the issuer of the securities, the infor­
mation provided for in Schedule B, 
— in respect of the issuer of the shares, that provided 
for in heading 1.3 and Chapters 3 to 7 of 
Schedule A, and 
— the conditions of and procedures for conversion, 
exchange or subscription and details of the 
situations in which they may be amended. 
However, where the issuer of the debt securities is a 
finance company within the meaning of Article 11 Article 14 
1. Where the offer relates to convertible debt 
securities, exchangeable debt securities or debt 
securities with warrants the prospectus must include: 
— Unchanged. 
— the information provided for in Chapter 1 and in 
Chapters 3 to 7 of Schedule A, 
— Unchanged. 
— Unchanged. 
2. Unchanged. 
31.8.82 Official Journal of the European Communities No C 226/11 
ORIGINAL VERSION- NEW VERSION 
(3), the prospectus need contain, in relation to that 
company, only the information provided for in 
Chapters 1, 2 and 3 and headings 5.1.0 to 5.1.5 and 
6.1 of Schedule B. 
Article 15 
1. Where the offer relates to certificates 
representing shares, the prospectus must contain the 
information, as regards certificates, provided for in 
Schedule C and the information, as regards the shares 
represented, provided for in Schedule A. 
2. However, the competent authorities may relieve 
the issuer of the certificates of the requirement to 
publish details of its own financial position, when 
then issuer is: 
— a credit institution which is a national of a 
Member State and is set up or governed by a 
special law or pursuant to such law or is subject to 
public supervision designed to protect savings, or 
— a subsidiary 95 % or more of which is owned by a 
credit institution within the meaning of the 
preceding indent, the commitments of which 
towards the holders of certificates are 
unconditionally guaranteed by that credit 
institution and which is subject, de jure or de facto, 
to the same supervision; or 
— an 'Administratiekantoor' in the Netherlands 
governed, for the safe custody of the original 
securities, by special regulations laid down by the 
competent authorities. 
3. In the case of certificates issued by a securities 
transfer organization or by an auxiliary institution set 
up by such organization, the competent authorities 
may dispense with the publication of the information 
provided for in Chapter 1 of Schedule C. Article 15 
Unchanged. 
Unchanged. 
— Unchanged. 
a subsidiary 95 % or more of which is owned by 
one or more credit institutions within the meaning 
of the preceding indent, the commitments of 
which towards the holders of certificates are 
unconditionally guaranteed by that credit 
institution or those credit institutions and which is 
subject, de jure or de facto, to the same 
supervision; or 
Unchanged. 
3. Unchanged. 
Article 16 unchanged 
SECTION III 
Arrangements for the scrutiny and publication of the prospectus 
Articles 17 and 18 unchanged 
Article 19 
The prospectus must be published and be made 
permanently available to the public in accordance 
with conditions laid down by the Member State in 
which the offer to the public is made. Article 19 
1. The prospectus must be published and be made 
permanently available to the public in the Member 
State in which the offer to the public is made in 
accordance with conditions laid down by that Member 
State. 
2. The prospectus must be drawn up in the official 
language or languages or in one of the official 
No C 226/12 Official Journal of the European Communities 31.8.82 
ORIGINAL VERSION NEW VERSION 
Article 20 
1. The prospectus must be published no later than 
the time of opening of the offer. 
Moreover, where the offer is preceded by trading of 
the pre-emptive subscription rights, the prospectus 
must be published within a reasonable period, to be 
laid down by the competent authorities, before such 
trading starts. 
2. In exceptional, properly justified cases, the 
competent authorities may allow the postponement of 
the publication of the prospectus until after the date 
of the opening of trading in pre-emptive subscription 
rights. languages or in another language, provided that, in 
the Member State concerned, such official language or 
languages or such other language are customary in the 
sphere of finance and are accepted by the competent 
authorities. 
Article 20 
1. Unchanged. 
2. Unchanged. 
3. If the public offer relates to debt securities and if 
some of the terms of the issue are not finalized until 
the last moment, the competent authorities may 
merely require the publication of a prospectus 
omitting information as to these terms but indicating 
how it will be given. Such information must be 
published before the date on which the public offer 
opens. 
Articles 21 and 22 unchanged 
SECTION IV 
Cooperation between the Member States 
Article 23 
1. Where offers of the same securities are made 
simultaneously, or within short intervals of one 
another within several Member States, the competent 
authorities shall exchange information and use their 
best endeavours to achieve maximum coordination of 
their requirements concerning the prospectus, to 
avoid a multiplicity of formalities and to agree to a 
single text requiring at the most translation, where 
appropriate, and the issue of supplements as necessary 
to meet the individual requirements of each Member 
State concerned. Offers concerning more than one Member State 
Article 23 
1. The competent authorities shall provide each 
other with such cooperation as is necessary for the 
carrying out of their task and shall in this connection 
provide each other with all relevant information. 
Notwithstanding Article 17 (2), where offers of the 
same securities are made simultaneously within more 
than one Member State the prospectus need only be 
approved by the competent authorities of the Member 
State in which the issuer has its registered office, or in 
cases where the issuer has no registered office in the 
Community, by the competent authorities to which the 
financial institution with principal responsibility for 
the transaction applies. Once so approved, subject 
only to any need for translation and to any changes of 
a purely formal nature to adapt the prospectus to the 
particular circumstances of the other Member State, 
the prospectus must be recognized by the other 
Member States in which the offer is made without the 
31.8.82 Official Journal of the European Communities No C 226/13 
ORIGINAL VERSION NEW VERSION 
2. Where an offer is made in a Member State of 
securities which have been offered in another 
Member State less than six months previously, the 
competent authorities of the former Member State 
shall contact the competent authorities of the latter 
and shall, as far as possible, exempt the issuer of 
those securities from the preparation of a new pros­
pectus, subject to any need for updating, translation 
or the issue of supplements in accordance with the 
individual requirements of the Member State 
concerned. need to obtain further approval from the competent 
authorities of those Member States. 
The approved version of the prospectus together with 
any translation shall be sent by the person making the 
offer to the competent authorities in such other 
Member States not later than the time when the offer 
is open in such other Member States. 
2. Deleted. 
Article 24 unchanged 
SECTION V 
Contact Committee 
Article 25 
1. The Contact Committee set up by Article 20 of 
Council Directive 79/279/EEC of 5 March 1979 
coordinating the conditions for the admission of 
securities to official stock exchange listing ('), shall 
also have as its function: 
(a) without prejudice to Articles 169 and 170 of the 
EEC Treaty to facilitate the harmonized 
implementation of this Directive through regular 
consultations on any practical problems arising 
from its application on which exchanges of views 
.ire deemed useful; 
(b) to facilitate consultation between the Member 
States on the supplements and improvements to 
the prospectus which the competent authorities 
are entitled to require or recommend at national 
level; 
(c) to advise the Commission, if necessary, on any 
additions or amendments to be made to this 
Directive or on any adaptation to be made in 
accordance with Article 26. 
2. It shall not be the function of the Contact 
Committee to appraise the merits of decisions taken 
by the competent authorities in individual cases. Article 25 
1. Unchanged. 
(a) Unchanged. 
(b) Unchanged. 
(c) to advise the Commission, if necessary, on any 
additions or amendments to be made to this 
Directive. 
2. Unchanged. 
(') OJN0L66, 16. 3. 1979 p. 21. 
No C 226/14 Official Journal of the European Communities 31.8.82 
ORIGINAL VERSION NEW VERSION 
Article 26 Article 26 
1. For the purpose of adjusting, in the light of 1. Deleted. 
economic requirements, the amount referred to in 
Article 7 (3) (a), the Commission shall submit to the 
Committee a draft of the measures to be taken. The 
Committee shall deliver its opinion within the period 
laid down by its chairman. Its decisions shall require 
41 votes in favour, the votes of the Member States 
being weighted as provided for in Article 148 (2) of 
the Treaty. 
2. When the Committee has delivered an opinion 2. Deleted. 
in favour of the draft of the measures envisaged by 
the Commission the latter shall adopt them. 
Where the opinion of the Committee is not in 
accordance with the draft of the measures envisaged 
by the Commission or where the Committee has not 
delivered an opinion within the required period, the 
Commission shall without delay lay before the 
Council, which shall act by qualified majority, a 
proposal concerning the measures to be taken. 
Where the Council fails to act on the proposal within 
three months of its receipt, the measures proposed 
shall be adopted by the Commission. 
SECTION VI 
Final provisions 
Articles 27 and 28 unchanged 
Schedules A, B and C unchanged 
Proposal for a Council Regulation on the granting of limited financial support in the field 
of transport infrastructure 
(Submitted by the Commission to the Council on 20 July 1982) 
Whereas the Commission has undertaken the 
preparatory work called for by the Council at its 
meeting on 23 November 1978; 
Whereas a limited amount of financial support should 
be provided, in order to assess how useful this might 
be in developing a transport network of interest to 
the Community and the whole of the operational 
appropriation included in the 1982 budget should be 
used; 
Whereas in this experimental phase eligible projects 
must concern routes of prime importance to 
Community traffic and must be urgent, THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, 
Having regard to the Treaty establishing the 
European Economic Community, and in particular 
Article 75 thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas a proposal for a Regulation on support 
for projects of Community interest in transport 
infrastructure has been submitted to the Council;