CELEX: 51989PC0133
Language: en
Date: 1989-03-22
Title: Proposal for a COUNCIL DIRECIVE amending Directive 80/390/EEC in respect of mutual recognition of stock exchange listing particulars (presented by the Commission)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (89) 133
Vol. 1989/0039
 ---pagebreak--- Disclaimer
Conformément au règlement (CEE, Euratom) n° 354/83 du Conseil du 1er février 1983 concernant
l'ouverture au public des archives historiques de la Communauté économique européenne et de
la Communauté européenne de l'énergie atomique (JO L 43 du 15.2.1983, p. 1) modifié en dernier
lieu par le règlement (UE) 2015/496 du Conseil du 17 mars 2015 (JO L79 du 25. 3.2015, p. 1), ce
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informations classifiées de l'Union européenne.
In accordance with Council Regulation (EEC, Euratom) No 354/83 of 1 February 1983 concerning
the opening to the public of the historical archives of the European Economic Community and the
European Atomic Energy Community (OJ L 43, 15.2.1983, p. 1), as last amended by Council
Regulation (EU) 2015/496 of 17 March 2015 (OJ L 79, 27.3.2015, p. 1), this file is open to the
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on the security rules for protecting EU classified information.
In Übereinstimmung mit der Verordnung (EWG, Euratom) Nr. 354/83 des Rates vom 1. Februar
1983 über die Freigabe der historischen Archive der Europäischen Wirtschaftsgemeinschaft und
der Europäischen Atomgemeinschaft (ABI. L 43 vom 15.2.1983, S. 1), zuletzt geändert durch die
Verordnung (EU) Nr. 2015/496 vom 17. März 2015 (ABI. L 79 vom 25.3.2015, S. 1), ist dieser Akt
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2015/444 vom      13. März 2015 über die Sicherheitsvorschriften für den Schutz von EU-
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 ---pagebreak--- COMMISSION OF THE EUROPEAN COMMUNITIES
                                     COM(89) 133 final - SYN 191
                                    Brussels , 22 March 1989
                                    B
                                                   so
                           Proposai for a
                          COUNCIL DIRECIVE
            amending Directive 80 / 390 / EEC in respect of
           mutual recognition of stock exchange listing
                             particulars
                    (presented by the Commission )
 ---pagebreak---                                    Explanatory mémorandum
1 . On 21 December 1988 the Council of Ministers adopted a common position on
     the proposal for a Directive on the public offer prospectus . Once brought
      into force that Directive will require Member States to provide for mutual
     recognition of public offer prospectuses where public offers take place in
     two or more Member States more or less at the same time, provided that the
     prospectus is approved by the competent authorities of the home Member
     State and meets similar disclosure standards to those laid down by
     Directive 80/390/ EEC on stock exchange listing particulars
2 . Three separate situations are envisaged by the Directive on the public
     offer prospectus :
     - application for listing is made in one of the Member States where the
        public offer takes place ( Article 7 );
     - application for listing is made in a Member State other than one in
        which the public offer is taking place ( Article 8 );
     - the public offer takes place without listing being requested at that
        time, but notwithstanding this the public offer prospectus is approved
        by  the  competent      authorities and meets the necessary standards of
        disclosure ( Article 12 );
3.   In all three cases the fact that the public offer prospectus has been
     approved by the competent authorities of the home Member States qualifies
     if for mutual recognition in host Member States .      Articles 20 and 21 of
     the Directive on the public offer prospectus therefore provide that such a
     public offer prospectus is to be recognised as complying with public offer
     prospectus requirements in the host Member States where offers are made,
     with no possibility of subjecting it to further approval or to additional
     requi rements .
   Directive 80 / 390 / EEC ( OJ L 100 of 17.4.1980 )
                                                                                  1
 ---pagebreak---                                            - 2 -
 4.   In the course of discussions in the Council on the public offer prospectus
      it became clear that the majority of Member States felt that a public
     offer prospectus complying with Article 7,8 or 12 of the Directive should
     be mutually recognized not only for the purposes of public offers in host
     Member States but also for the purposes of admission to official listing
     there . This would apply even if there was to be no public offer in the
     Member State where listing was requested .
5.   To make this possible , an amendment to the Directive relating to mutual
     recognition of stock exchange listing particulars , which itself amends
     the basic Directive on stock exchange listing particulars , is needed , and
     the Commission has undertaken to transmit a proposal to this effect to the
     Council in the first three months of 1989 .     This further measure is needed
     because the 1987 Directive lays down only a limited possibility for public
     offer prospectuses to be mutually recognised as listing particulars i.e.
     where listing in at least two Member States is requested one of which is
     concerned by the public offer ( Article 24b ). The purpose of the present
     amendment is to extend mutual recognition to cover cases where admission
     is requested in only one Member State , and whether or not that Member
     State is concerned by the public offer .
6.   As regards the period during which mutual recognition is to apply this is
     laid down as three months from the date of publication of the public offer
     prospectus .        This is the same period as that currently provided in
     Article 24b of the 1987 Directive .
7.   The present proposal will mean that the mutual recognition regime
     envisaged in the public offer prospectus will be given an even greater
     field of application , because public offer prospectuses can be used not
     only for the purposes of public offers anywhere in the Community but also
     for the purposes of admission to official stock exchange listing in any
     Member State . This will represent a useful step forward in the creation of
     an internal securities market for the Community .
1
   Directive 87 / 345 / EEC ( OJ L 185 of 4.7.1987 )
 ---pagebreak---                                     - 3 -
8. It might appear at first sight inappropriate to cover the case envisaged
   by Article 12 of the public offer prospectus Directive, which pre-supposes
   that no request for listing has been made at the time when the public
   offer takes place . It is however possible that a request for admission
   might take place during the following three months , in which case mutual
   recognition of the public offer prospectus should apply .
9. As the present proposal for a Directive modifies Directive 87 / 345 / EEC the
   time limits for Member States to comply with the provisions of the present
   proposal should be aligned on those laid down in the 1987 Directive
   (1 January 1990 but 1 January 1991 for Spain and 1 January 1992 for
   Portugal ) .
 ---pagebreak---                                         Proposal for a
                                       COUNCIL DIRECTIVE
                               amending Directive 80 / 390 / EEC
                             in respect of mutual recognition of
                            stock exchange listing particulars
THE COUNCIL OF THE EUROPEAN COMMUNITIES ,
Having regard to the Treaty establishing the European Economic Community ,        and
in particular Article 54 thereof .
Having regard to the proposal from the Commission ,
In co-operation with the European Parliament ,
Having regard to the opinion of the Economic and Social Committee ,
Whereas Article 21 Council Directive 89/ /EEC * provides that where public offers are
made simultaneously or within a short interval of one another in two or more
Member States a public offer prospectus drawn up and approved in accordance
with Article 7 ,       8 or 12 of that Directive shall be recognized as a public
offer prospectus in the other Member States concerned on the basis of mutual
recognition ;
 Whereas it is also desirable to provide for recognition of such a public offer
prospectus           as       listing particulars where admission to official stock
exchange listing is requested within a short period of the public offer ;
 *0J No L
                                                                                      S
 ---pagebreak---                                             - 2 -
Whereas ,       therefore , it is appropriate to amend Article 24b of Council Directive
80 / 390 / EEC , as amended by Directive 87 / 345 / EEC
HAS ADOPTED THIS DIRECTIVE :
                                          Article 1
Paragraph 1 of Article 24b of Directive 80/39Q/EEC i s hereby replaced by the
fol lowing :
     " 1 . Where application for admission to official listing on a stock exchange
           situated in a Member State is made and the securities have been the
           subject of a public offer prospectus drawn up and approved in that or
           any other Member State in accordance with Article 7, 8 or 12 of
            Council Directive 89/ /EEC^ in the three months preceding the application for
           admission,       the public offer prospectus must ,           subject to any
           translation , be recognized as listing particulars in the Member State
           in which application for official listing is made , without it being
           necessary to obtain the approval of the competent authorities of that
           Member State and without their being able to require that additional
           information be included in the prospectus . The competent authorities
           may , however , require that the prospectus include information specific
           to the market of the country of admission, concerning, in particular ,
           the income tax system, the financial organizations retained to act as
           paying agents for the issuer in the country of admission and the ways
           in which notices to investors are published .
    W0J No L                  "
                                          Article 2
 1.     Member      States shall take the measures necessary to            comply
       with this Directive by the same dates as are laid down in Article 2 of
       Directive 87/345 / EEC . They shall forthwith inform the Commission thereof .
 2 . Member States shall communicate to the Commission the texts of the main
       provisions of national law which they adopt in the field covered by this
       Directive .
1 0 J No L 100 , 17.4.1980, p.1 .
20J No L 185 , 4.7.1987, p. 81 .
                                                                                          L
 ---pagebreak---                                          3
                                   Art i c te 3
This Directive is addressed to the Member States .
Done at Brussels ,                             For the Counc i l
                                               The President
 ---pagebreak---                  COMPETITIVENESS AND EMPLOYMENT IMPACT STATEMENT
I.    What is the main reason for introducing the measure?
      The measure provides for mutual recognition of public offer
      prospectuses approved in the issuer 's home Member State as listing
      prospectuses where a request for admission to official listing is
      made in a host Member State .
II .  Features of the businesses in question . In particular :
      ( a ) Are there many SMEs ?
            The proposal only applies where there is an application for
            admission to official stock exchange listing in host Member
            States,    so that   in the vast majority of cases only larger
            companies whose securities are internationally traded will be
            covered by its scope .
      ( b) Are they concentrated in regions which are :
            i.   eligible for regional aid in the Member States ?
                 not applicable
            ii . eligible under the ERDF ?
                  not applicable
III . What direct obligations does this measure impose on businesses ?
      The measure imposes no new obligations on businesses but rather
      removes an existing one insofar as it will no longer be necessary to
      publish a separate listing prospectus in a host Member State if the
      Directive 's conditions are complied with .
IV .  What indirect obligations are local authorities likely to impose on
      businesses ?
      No ne
V.    Are there any special measures in respect of SMEs? Please specify .
      No
VI .  What is the likely effect on :
      ( a ) the competitiveness of businesses ?
        1 EEC issuers should find that the measure has a helpful impact on
            their competitiveness insofar as access to the stock exchange
            markets of the Community will be made easier , and thus their
            ability to raise capital on a Community wide basis will be
            facilitated .
      ( b ) employment ?
            Although the measure has no direct impact on employment it should
            have a favourable effect on the financial position of the issuer
            and therefore contribute to its continuing stability as an
            employer .
VII . Have both sides of industry been consulted?
      Please indicate their opinions .
      Both sides of industry will be consulted when the proposal is
      examined by the Economic and Social Committee . It is anticipated that
      its opinion will be favourable .