CELEX: 51985PC0791
Language: en
Date: 1985-12-23
Title: 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

31. 12. 85                               Official Journal of the European Communities                               No C 351/35
               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(85) 791 final
                                                          (85/C 351/12)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                            Whereas most Member States do not require investors to
                                                                    inform companies of acquisitions or disposals made by
                                                                    them of major holdings in the capital of such companies;
Having regard to the Treaty establishing the European
                                                                    whereas there are appreciable differences between the
Economic Community, and in particular Article 54 (3) (g)            Member States in which there is such a requirement;
thereof,
                                                                    Whereas coordinated rules should therefore be adopted at
                                                                    Community level in this field,
Having regard to the proposal from the Commission,
                                                                    HAS ADOPTED THIS DIRECTIVE:
Having regard to the opinion of the European Parliament,
                                                                                               Article 1
Having regard to the opinion of the Economic and Social
Committee,                                                          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 incorporated in a
Whereas a policy in the securities field aimed at keeping           Member State and whose shares are officially listed on a
investors properly informed is likely to enhance investor           stock exchange situated or operating within a Member
protection, to increase investor confidence in securities           State.
markets and thus to ensure that securities markets function
correctly;                                                          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
Whereas coordination of that policy at Community level,             not to the issuer.
by making such protection more equal, is likely to make for
greater interpenetration of Member States' securities
markets and therefore help to establish a true European                                        Article 2
capital market;
                                                                    Member States may subject the persons and companies
Whereas to that     end investors should be informed of             respectively referred to in Articles 1 and 8 to stricter
changes in major    holdings in the capital of Community            requirements than those provided for by this Directive, or
companies whose     shares are officially listed on a stock         to additional requirements, provided that they are
exchange situated   or operating within the Community;              generally applicable.
Whereas it is to achieve that objective that Schedule C,                                       Article 3
point 5 (c) of Council Directive 79/279/EEC of
5 March 1979 coordinating the conditions for the admis-             Where a person acquires or disposes of shares in a company
sion of securities to official stock exchange listing (*)           as referred to in Article 1 and where, following that
stipulates that a company whose shares are officially listed        acquisition or disposal, the percentage of subscribed capital
on a Community stock exchange must inform the public of             held by that person in that company reaches or exceeds the
any changes in the structure (shareholders and breakdown            thresholds of 10 %, 20 %, 33.33 %, 50 %, 66.66 % or
of holdings) of the major holdings in its capital as                90 % of the subscribed capital or goes below those
compared with information previously published on that              thresholds, he shall notify the company within seven
subject as soon as such changes come to its notice;                 calendar days of the percentage of subscribed capital he
                                                                    holds following that acquisition or disposal.
Whereas if that requirement is to be applied in an effective
manner coordinated rules should be laid down concerning                                        Article 4
its detailed content and the procedure for its application;
                                                                    1.     In order to assess whether a person acquiring or
                                                                    disposing of holdings is required to make the declaration
Whereas companies whose shares are officially listed on a           provided for in Article 3, account shall be taken of shares
Community stock exchange can inform the public of                   held by other persons in their own name but on behalf of
changes in the structure of the major holdings in their             the person acquiring or disposing of the holdings.
capital only if they have been informed of such changes;
                                                                    2.     Where the person acquiring or disposing of holdings
(]) OJ No L 66, 16. 3. 1979, p. 21.                                 is an undertaking, shares held by a subsidiary or shares held
 ---pagebreak---  No C 351/36                              Official Journal of the European Communities                                 31. 12. 85
 by other persons in their own name but on behalf of a               2.     Should the percentage of subscribed capital held by
 subsidiary shall also be deemed to belong to the person             the person making the declaration provided for in Article 3
 acquiring or disposing of the holdings.                             differ from the percentage of voting rights actually held by
                                                                     that person, the company which has received the declar-
                                                                     ation shall notify the public of both percentages.
                           Article 5                                 3.     The information shall be made available to the public
                                                                     in accordance with the rules of Article 17 of Directive 79/
 1.    For the purpose of this Directive, 'subsidiary' means         279/EEC.
any undertaking in which another undertaking:
                                                                                                 Article 9
 (a) has a majority of the shareholders' or members' voting
     rights; or
                                                                     The competent authorities referred to in Article 10 may
 (b) has the right to appoint or remove a majority of the            exempt the persons and companies respectively referred to
     members of the administrative, management or                    in Articles 1 and 8 from the requirement to notify, as
     supervisory body and is at the same time a shareholder          defined in Articles 3 and 8 respectively, where those
     or member; or                                                   authorities consider that the disclosure of such information
                                                                     would be against the public interest or would seriously
 (c) is a shareholder or member and controls alone a                 harm those persons or companies, provided that the
     majority of the shareholders' or members' voting rights         absence of such notification would not mislead the public
     pursuant to an agreement entered into with other                in its assessment of the shares concerned.
     shareholders or members of the undertaking (sub-
     sidiary).
                                                                                                Article 10
2.     For the purposes of paragraph 1, the parent
undertaking's rights as regards voting, appointment and              1.     Member States shall designate the competent au-
removal shall have added to them the rights of any other             thority or authorities and shall inform the Commission
subsidiary and those of persons acting in their own name             accordingly, specifying any division of duties between
but on behalf of the parent undertaking or any other                those authorities. They shall, moreover, ensure that this
subsidiary.                                                          Directive is applied.
                                                                    2.      Member States shall ensure that the competent
                                                                     authorities have such powers as may be necessary for the
                           Article 6                                exercise of their duties.
                                                                    3.      The competent authorities in the Member States shall
1.     For the purposes of Article 3, where persons act in          cooperate wherever necessary for the purpose of carrying
concert, the holdings of each one of such persons shall be          out their duties and shall exchange any information
added together. In this case, the obligation to make the             required for that purpose.
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                                             Article 11
declaration and the percentages of such capital held by the
persons with whom he is acting in concert.                          The Contact Committee set up by Article 20 of Directive
                                                                    79/279/EEC shall also have as its function:
2.     'Persons acting in concert' means persons who have
concluded an agreement which may lead to their adopting a            (a) to permit regular consultations on any practical
common policy in respect of a company.                                    problems which arise from the application of this
                                                                          Directive and on which exchanges of view are deemed
                                                                          useful;
                           Article 7                                 (b) to facilitate consultations between Member States on
                                                                          the stricter or additional requirements which they may
                                                                          lay down in accordance with Article 2, so that the
Member States may exempt acquisitions or disposals of
                                                                          requirements imposed in all the Member States may
major holdings made by a market maker in the pursuit of
                                                                          finally be brought into line, in accordance with
his activity from the declaration provided for in Article 3.
                                                                          Article 54 (3) (g) of the Treaty;
                                                                     (c) to advise the Commission, if necessary, on any
                           Article 8                                      additions or amendments to be made to this Directive.
1.     A company which has received the declaration                                             Article 12
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         1.     Member States shall take the measures necessary to
listed on a stock exchange not later than seven calender            comply with this Directive not later than 1 January 1991.
days following receipt of that information                          They shall forthwith inform the Commission thereof.
 ---pagebreak---  31. 12. 85                             Official Journal of the European Communities                              No C 351/37
 2.    Member States shall communicate to the Commis-                                        Article 13
 sion the provisions of national law which they adopt in the
field governed by this Directive.                                  This Directive is addressed to the Member States.
                 Amended proposal for a Council Regulation (EEC) on a Community aid scheme for non-
                                     documentary cinema and television co-productions (2)
                                                      COM(85) 800 final
                                                         (85/C 351/13)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                           HAS ADOPTED THIS REGULATION:
Having regard to the Treaty establishing the European                                        Article 1
Economic Community, and in particular Article 235
thereof,                                                           A Community aid system for non-documentary cinema and
                                                                   television co-productions is hereby established.
Having regard to the proposal from the Commission,                 Aid shall be directed to the promotion and development of
                                                                   the European audio-visual programme industry to enable it
Having regard to the opinion of the European Parliament,           to meet the growing demand for high-quality material
                                                                   attractive to a mass audience.
Having regard to the opinion of the Economic and Social
Committee,                                                         One of the objectives of the aid scheme shall be to foster co-
                                                                   productions involving partners from Community countries
Whereas economic, social and cultural considerations               whose output of cinema and/or television productions is
require that the Community should have a healthy audio-            small in comparison to that of other Community countries
visual industry;                                                   because of the structural weaknesses of their audio-visual
                                                                   industry and/or the limited area in which their language is
Whereas demand from the audio-visual media for non-                spoken.
documentary programmes is already on the increase and is
likely to increase even further; whereas the opportunities                                   Article 2
created by the expansion of the audio-visual media can best
                                                                   The following shall be eligible for aid:
be exploited by promoting and developing the European
programme industry to make it stronger and more                   — natural or legal persons subject to the public or private
competitive;                                                            law of a Member State of the Community and engaged
                                                                        in the production of cinema films and/or television
Whereas a first step in this process would be to increase the           programmes,
number of mass-audience cinema and television co-
                                                                  — cinema or television directors who are nationals of a
productions involving nationals of more than one Member
                                                                        Member State of the Community.
State, including Member States whose audio-visual output
is comparatively small;
                                                                                             Article 3
Whereas the financing of international co-productions is a         1.     Co-productions involving at least three partners from
high-risk undertaking which may be beyond the capacity of          three different Member States of the Community shall
the partners involved;                                            qualify for aid.
Whereas since co-productions are an effective element of a         As an exception, aid may also be granted to co-productions
more positive trend, those meeting various specific criteria      involving only two partners from two countries of the
should be given Community aid to supplement national               Community, provided that the language of the countries in
contributions;                                                    question is not the same.
                                                                  2.      A co-production shall not qualify for aid unless
Whereas such aid is necessary to attain a number of               arrangements for its production comply with the Treaty
Community objectives in the context of the operation of the       rules on competition.
common market; whereas the Treaty has not provided the
necessary powers;                                                 3.      The co-production partners shall designate one of
                                                                  their number to assume responsibility for administration of
Whereas Community aid should not be such as to affect its         the aid and its repayment in accordance with the provisions
compatibility with the EEC Treaty rules on competition,           of Article 6 and 7.
the free movement of workers or freedom to provide                The Community, represented by the Commission, shall
services,                                                         conclude with the person so designated a contract jointly
                                                                  and several binding all the co-production partners,
(!) OJ No C 125, 22. 5. 1985. p. 13.                              hereinafter referred to as 'contract beneficiaries'.