No C 255/6 Official Journal of the European Communities 25.9. 87 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Council Directive on information to be published when major holdings 
in the capital of a listed company are acquired or disposed of (') 
COM(87) 422 final 
(Submitted by the Commission to the Council pursuant to the third paragraph of Article 149 of the 
EEC Treaty on 4 September 1987) 
(87/C 255/05) 
(') OJ No C 351, 31. 12. 1985, S. 35. 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 (3) 
(g) thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European Par­
liament, Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54, 
thereof, 
Unchanged 
In cooperation with the European Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, Unchanged 
Recitals Unchanged 
Article 1 Article 1 
1. This Directive shall apply to persons who acquire 
or dispose of major holdings, as defined in Article 3, in 
the subscribed capital of a company which is incor­
porated in a Member State and whose shares are 
officially listed on a stock exchange situated or operating 
within a Member State. 
2. "Where the acquisition or disposal of major holdings 
is carried out by means of certificates representing 
shares, this Directive shall apply to the bearers of those 
certificates, and not to the issuer. 1. This Directive shall apply to persons who as owners 
acquire or dispose of major holdings, as defined in 
Article 3 in the subscribed capital of a company which is 
incorporated in a Member State and whose shares are 
officially listed on a stock exchange situated or operating 
within a Member State. 
2. Unchanged 
3. Paragraph 5 (c) of Schedule C of Directive 
79/279/EEC coordinating the conditions for the 
admission of securities to official stock exchange listing is 
hereby replaced by the following: 
'(c) The company must inform the public of any changes 
in the structure (shareholders and breakdown of 
holdings) of the major holdings in its capital as 
compared with information previously published on 
that subject as soon as such changes come to its 
notice. 
25.9. 87 Official Journal of the 
ORIGINAL PROPOSAL 
Article 2 
Member States may subject the persons and companies 
respectively referred to in Articles 1 and 8 to stricter 
requirements than those provided for by this Directive, 
or to additional requirements, provided that they are 
generally applicable. 
Article 3 
Where a person acquires or disposes of shares in a 
company as referred to in Article 1 and where, following 
that acquisition or disposal, the percentage of subscribed 
capital held by that person in that company reaches or 
exceeds the thresholds of 10 °/o, 20 %, 7», 50 %, 7» or 
90 % of the subscribed capital or goes below those 
thresholds, he shall notify the company within seven 
calendar days of the percentage of subscribed capital he 
holds following that acquisition or disposal. 
Article 4 
1. In order to assess whether a person acquiring or 
disposing of holdings is required to make the declaration 
provided for in Article 3, account shall be taken of 
shares held by other persons in their own name but on 
behalf of the person acquiring or disposing of the 
holdings. 
2. Where the person acquiring or disposing of 
holdings is an undertaking, shares held by a subsidiary or 
shares held by other persons in their own name but on 
behalf of a subsidiary shall also be deemed to belong to 
the person acquiring or disposing of the holdings. 
Article 5 
1. For the purposes of this Directive, 'subsidiary' 
means any undertaking in which another undertaking: 
(a) has a majority of the shareholders' or members' 
voting rights; 
or 
(b) has the right to appoint or remove a majority of the 
members of the administrative, management or 
supervisory body and is at the same time a 
shareholder or member; >ean Communities No C 255/7 
AMENDED PROPOSAL 
In particular, companies which are not subject to the 
provisions of Council Directive .../.. ./EEC on 
information to be published when major holdings in 
the capital of a listed company are acquired or 
disposed of must inform the public where it has come 
to their notice that a person has acquired or disposed 
of a percentage of shares so that his holding exceeds 
or falls below one of the thresholds set out in Article 
3 of that Directive.' 
Article 2 
Member States may subject the persons and companies 
referred to in Articles 1 and 8 to stricter requirements 
than those provided for by this Directive, or to 
additional requirements, provided that they apply 
generally to all shareholders and to all companies or to 
all companies of a given class. 
Article 3 
Unchanged 
Article 4 
1. In order to assess whether a person acquiring or 
disposing of holdings is required to make the declaration 
provided for in Article 3, shares held by other persons in 
their own name but on behalf of that person shall also he 
deemed to belong to that person. 
2. Unchanged 
Article 5 
1. For the purposes of this Directive, 'subsidiary' 
means any undertaking in which another undertaking: 
(a) has a majority of the shareholders' or members' 
voting rights; 
or 
(b) has the right to appoint or remove a majority of the 
members of the administrative, management or 
supervisory body (subsidiary undertaking) and is at 
the same time a shareholder in or member of that 
undertaking; 
No C 255/8 Official Journal 
ORIGINAL PROPOSAL 
or 
(c) is a shareholder or member and controls alone a 
majority of the shareholders' or members' voting 
rights pursuant to an agreement entered into with 
other shareholders or members of the undertaking 
(subsidiary). 
2. For the purposes of paragraph 1, the parent under­
taking's rights as regards voting, appointment and 
removal shall have added to them the rights of any other 
subsidiary and those of persons acting in their own name 
but on behalf of the parent undertaking or any other 
subsidiary. 
Article 6 
1. For the purposes of Article 3, where persons act in 
concert, the holdings of each one of such persons shall 
be added together. In this case, the obligation to make 
the declaration provided for in Article 3 shall fall upon 
each one of them. This declaration shall indicate the 
percentage of subscribed capital held by the person 
making the declaration and the percentages of such 
capital held by the persons with whom he is acting in 
concert. 
2. 'Persons acting in concert' means persons who have 
concluded an agreement which may lead to their 
adopting a common policy in respect of a company. 
Article 7 
Member States may exempt acquisitions or disposals of 
major holdings made by a market maker in the pursuit of 
his activity from the declaration provided for in Article 3. 
Article 8 
1. A company which has received the declaration 
referred to in Article 3 shall in turn notify it to the public 
in each of the Member States in which its shares are 
officially listed on a stock exchange not later than seven 
calendar days following receipt of that information. ie European Communities 25. 9. 87 
AMENDED PROPOSAL 
or 
(c) is a shareholder or member and controls alone a 
majority of the shareholders' or members' voting 
rights pursuant to an agreement entered into with 
other shareholders or members of the subsidiary 
undertaking. 
2. Unchanged 
Article 6 
1. Unchanged 
2. For the purposes of paragraph 1, 'persons acting in 
concert' means persons who have concluded an 
agreement which may lead to their adopting a common 
policy in respect of a. company in the subscribed capital 
of which each of such persons owns a holding. It shall he 
presumed that such an agreement exists between a parent 
and a subsidiary undertaking or between undertakings 
which have a common parent unless such undertakings 
prove the contrary. 
Article 7 
Member States may exempt from the declaration 
provided for in Article 3 acquisitions or disposals of 
major holdings made by a dealer in securities who 
undertakes to maintain a market in certain securities by 
buying and selling such securities on his own account at a 
price fixed by him in the light of the state of the market. 
Article 8 
1. Unchanged 
25.9. 87 Official Journal of the European Communities No C 255/9 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. Should the percentage of subscribed capital held by 
the person making the declaration provided for in Article 
5 differ from the percentage of voting rights actually 
held by that person, the company which has received the 
declaration shall notify the public of both percentages. 
3. The information shall be made available to the 
public in accordance with the rules of Article 17 of 
Directive 79/279/EEC. 2. Where the subscribed capital of a company is 
divided into shares which carry voting rights and those 
which do not, the company shall notify the public where 
the percentage of either category of shares held by a 
person as a result of acquiring or disposing of such shares 
reach or exceed the thresholds specified in Article 3. 
3. The information shall be published in one or more 
newspapers distributed throughout the Member State or 
distributed widely therein or shall be made available to 
the public either in writing in places indicated by 
announcements to be published in one or more 
newspapers distributed throughout the Member State or 
distributed widely therein or by other equivalent means 
approved by the competent authorities. The issuers must 
simultaneously send such information to the competent 
authorities. 
The information referred to in the first subparagraph 
shall be published in the official language or languages, or 
in one of the official languages or in another language 
provided that in the Member State in question the official 
language or languages or such other language is or are 
customary in the sphere of finance and accepted by the 
competent authorities. 
Article 9 
The competent authorities referred to in Article 10 may 
exempt the persons and companies respectively referred 
to in Articles 1 and 8 from the requirement to notify, as 
defined in Articles 3 and 8 respectively, where those 
authorities consider that the disclosure of such infor­
mation would be against the public interest or would 
seriously harm those persons or companies, provided that 
the absence of such notification would not mislead the 
public in its assessment of the shares concerned. Article 9 
The competent authorities referred to in Article 10 may 
exempt the persons and companies respectively referred 
to in Articles 1 and 8 from the requirement to notify,' as 
defined in Articles 3 and 8 respectively, where those 
authorities consider that the disclosure of such infor­
mation 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. 
Article 10 
1. Member States shall designate the competent 
authority or authorities and shall inform the Commission 
accordingly, specifying any division of duties between 
those authorities. They shall, moreover, ensure that this 
Directive is applied. Article 10 
1. Member States shall designate the competent 
authority or authorities for the purposes of this Directive 
and shall inform the Commission accordingly, specifying, 
where appropriate, any division of duties between those 
authorities. They shall, moreover, ensure that this 
Directive is applied. 
2. Member States shall ensure that the competent 
authorities have such powers as may be necessary for the 
exercise of their duties. 2. Unchanged 
3. The competent authorities in the Member States 
shall cooperate wherever necessary for the purpose of 
carrying out their duties and shall exchange any infor­
mation required for that purpose. 3. Unchanged 
No C 255/10 Official Journal of the European Communities 25.9.87 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 11 
The Contact Committee set up by Article 20 of Directive Unchanged 
79/279/EEC shall also have as its function: 
(a) to permit regular consultations on any practical Unchanged 
problems which arise from the application of this 
Directive and on which exchanges of view are 
deemed useful; 
(b) to facilitate consultations between Member States on Unchanged 
the stricter or additional requirements which they 
may lay down in accordance with Article 2, so that 
the requirements imposed in all the Member States 
may finally be brought into line, in accordance with 
Article 54 (3) (g) of the Treaty; 
(c) to advise the Commission, if necessary, on any Unchanged 
additions or amendments to be made to this 
Directive. Article 11 
Article 12 
1. Member States shall take the measures necessary to 1. Unchanged 
comply with this Directive not later than 1 January 1991. 
They shall forthwith inform the Commission thereof. 
2. Member States shall communicate to the 2. Unchanged 
Commission the provisions of national law which they 
adopt in the field governed by this Directive. Article 12 
Article 13 
This Directive is addressed to the Member States. Article 13 
Unchanged