Proposal for a Directive of the European Parliament and of the Council amending Directive 2003/71/EC relating to the prospectus to be published when securities are offered to the public or admitted to trading, as regards the implementing powers conferred on the Commission
Date: 2006-12-22
Institutions: European Commission
Subjects: EU law, approximation of laws, consumer information, investment, official market, operation of the Institutions, securities

COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 22.12.2006 
COM(2006) 911 final 

2006/0306 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

amending  

Directive 2003/71/EC relating to the prospectus to be published when securities are 
offered to the public or admitted to trading, as regards the implementing powers 
conferred on the Commission 

(presented by the Commission) 

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2006/0306 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

amending  

Directive 2003/71/EC relating to the prospectus to be published when securities are 
offered to the public or admitted to trading, as regards the implementing powers 
conferred on the Commission 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

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

Having regard to the proposal from the Commission1, 

Having regard to the opinion of the European Economic and Social Committee2, 

Having regard to the opinion of the European Central Bank, 

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

Whereas: 

(1) 

(2) 

Directive 2003/71/EC of the European Parliament and of the Council of 4 November 
2003  on  the  prospectus  to  be  published  when  securities  are  offered  to  the  public  or 
admitted  to  trading  and  amending  Directive  2001/34/EC3  provides  that  certain 
measures are to be adopted in accordance with Council Decision 1999/468/EC of 28 
June  1999  laying  down  the  procedures  for  the  exercise  of  implementing  powers 
conferred on the Commission4. 

Decision 1999/468/EC has been amended by Decision 2006/512/EC which introduced 
a  regulatory  procedure  with  scrutiny  to  be  used  for  the  adoption  of  implementing 
measures  of  general  scope  which  seek  to  amend  non-essential  elements  of  a  basic 
instrument adopted in accordance with the procedure referred to in Article 251 of the 
Treaty,  inter  alia  by  deleting  some  of  those  elements  or  by  supplementing  the 
instrument by the addition of new non-essential elements. 

1 
2 
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4 

OJ C […], […], p. […]. 
OJ C […], […], p. […]. 
OJ L 345, 31.12.2003, p. 64. 
OJ L 184, 17.7.1999, p.23. Decision as amended by Decision 2006/512/EC (OJ L 200, 22.7.2006, p.11). 

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(3) 

(4) 

(5) 

In accordance with the joint statement of the European Parliament, the Council and the 
Commission5 on Decision 2006/512/EC, instruments which are already in force must 
be adjusted in accordance with the applicable procedures.. That statement indicates a 
list  of  instruments  which  should  be  adjusted  as  a  matter  of  urgency,  including 
Directive 2003/71/EC. 

In  particular  power  should  be  conferred  on  the  Commission  to  adopt  measures 
necessary for the implementation of Directive 2003/71/EC, in order to take account of 
technical developments on financial markets and to ensure uniform application of that 
Directive.  Since  those  measures  are  of  general  scope,  and  are  designed  to  adapt 
definitions,  to  elaborate  upon  or  supplement  the  provisions  of  Directive  2003/71/EC 
by the detailed specification of the form and contents of a prospectus, or to prescribe 
means  by  which  information  should  be  made  available,  they  should  be  adopted  in 
accordance with the regulatory procedure with scrutiny provided for in Article 5a of 
Decision 1999/468/EC.  

Directive  2003/71/EC  provided  for  a  time  restriction  concerning  the  implementing 
powers  conferred  to  the  Commission.  In  their  joint  statement  on  Decision 
2006/512/EC, the European Parliament, the Council and the Commission have stated 
that  Decision  2006/512/EC  provides  a  horizontal  and  satisfactory  solution  to  the 
European  Parliament's  wish  to  scrutinise  the  implementation  of  instruments  adopted 
under the co-decision procedure and that, accordingly, implementing powers should be 
conferred  on  the  Commission  without  time-limit.  The  European  Parliament  and 
Council also declared that they would make sure that the proposals aimed at repealing 
the  provisions  in  the  instruments  that  provide  for  a  time-limit  on  the  delegation  of 
implementing powers to the Commission are adopted as rapidly as possible. Following 
the  introduction  of  the  regulatory  procedure with  scrutiny,  the  provision  establishing 
that time restriction in Directive 2003/71/EC should be deleted  

(6) 

Directive 2003/71/EC should therefore be amended accordingly. 

(7) 

Since  the  amendments  to  be  made  to  Directive  2003/71/EC  are  adjustments  of  a 
technical nature which only concern the committee procedure they do not need to be 
transposed by the Member States. It is therefore not necessary to lay down provisions 
to that effect. 

HAVE ADOPTED THIS DIRECTIVE: 

Directive 2003/71/EC is hereby amended as follows: 

Article 1 

(1) 

Articles 2(4), 4(3), 5(5), 7(1), 8(4), 10(4), 11(3), 13(7), 14(8) and 15(7) are amended 
as follows: 

(a) 

the  terms  “in  accordance  with  the  procedure  referred  to  in  Article  24(2)”  are 
deleted; 

5 

OJ C255, 21.10.2006, p. 1 

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(b) 

the following sentence is added:  

”Those  measures,  designed  to  amend  non-essential  elements  of  this  directive  by 
supplementing it, shall be adopted in accordance with the regulatory procedure with 
scrutiny referred to in Article 24(2a).” 

(2) 

Article 24 is amended as follows: 

(a) 

the following paragraph 2a is inserted: 

”2a. Where reference is made to this paragraph, Article 5a(1) to (4) and Article 7 of 
Decision  1999/468/EC  shall  apply,  having  regard  to  the  provisions  of  Article  8 
thereof.” 

(b)  paragraphs 3 and 4 are deleted. 

Article 2 

This  Directive  shall  enter  into  force  on  the  […]  day  following  that  of  its  publication  in  the 
Official Journal of the European Union. 

Article 3 

This Directive is addressed to the Member States. 

Done at Brussels,  

For the European Parliament 
The President 

For the Council 
The President 

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