CELEX: 51987PC0129
Language: en
Date: 1987-03-24
Title: PROPOSAL FOR A COUNCIL DIRECTIVE AMENDING DIRECTIVE 80/390/EEC COORDINATING THE REQUIREMENTS FOR THE DRAWING UP, SCRUTINY AND DISTRIBUTION OF THE LISTING PARTICULARS TO BE PUBLISHED FOR THE ADMISSION OF SECURITIES TO OFFICIAL STOCK EXCHANGE LISTING

No C 110/4                               Official Journal of the European Communities                                    24.4.87
                                                                 II
                                                         (Preparatory Acts)
                                                   COMMISSION
               Proposal for a Council Directive amending Directive 80/390/EEC coordinating the
               requirements for the drawing-up, scrutiny and distribution of the listing particulars to be
                           published for the admission of securities to official stock exchange listing
                                                        COM(87) 129 final
                                (Submitted by the Commission to the Council on 25 March 1987)
                                                          (87/C 110/04)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                             Whereas that provision does not result in full mutual
                                                                     recognition of listing particulars and it is therefore
                                                                     appropriate to amend Directive 80/390/EEC so as to
Having regard to the Treaty establishing the European
                                                                     achieve such recognition;
Economic Community and in particular Article 54
thereof,                                                             Whereas mutual recognition represents a major step
                                                                     forward in the creation of the Community's internal
                                                                     market,
Having regard to the proposal from the Commission,
                                                                     HAS ADOPTED THIS DIRECTIVE:
Having regard to the opinion of the European Par-
liament,                                                                                        Article 1
                                                                     Directive 80/390/EEC is hereby amended as follows:
Having regard to the opinion of the Economic and                     1. Article 24 is amended as follows:
Social Committee,
                                                                        (a) Replace paragraph 1 with the following:
Whereas Article 54 (3) (g) of the EEC Treaty provides                       '1.    Where for the same securities applications
that the Council shall coordinate to the necessary extent                   for admission to official listing on stock
the safeguards which, for the protection of the interests                   exchanges situated or operating in several
of members and others, are required by the Member                           Member States are made simultaneously or within
States of companies or firms within the meaning of                          a period of one month, including the Member
Article 58 (2) with a view to making such safeguards                        State in which the issuer's registered office is
equivalent throughout the Community;                                        situated, the listing particulars shall be drawn up
                                                                            in accordance with the rules laid down in this
                                                                            Directive in the Member State where the issuer
Whereas the Council adopted on 17 November 1986                             has its registered office and approved by its
Directive 86/566/EEC (') amending the First Directive                       competent authorities; if the issuer's registered
of 11 May 1960 for the implementation of Article 67 of                      office is not situated in one of these Member
the Treaty; whereas that Directive abolishes exchange                       States, the issuer shall decide under which of
control restrictions on, inter alia, the admission of                       those Member States' legislations the listing parti-
securities to official stock exchange listing; whereas as a                 culars shall be drawn up and approved.
consequence of this the number of cross-border requests                     2.     Once     approved      in  accordance     with
for admission to listing is likely to increase;                             paragraph 1, the listing particulars must be
                                                                            recognized by the other Member States in which
Whereas Article 24 of Council Directive 80/390/EEC (2)                      admission to official listing is applied for, without
provides that, where securities are to be admitted to                       further approval from the competent authorities
official listing on stock exchanges in several Member                       of those Member States having to be obtained.
States, the competent authorities are to cooperate and                      3.    The relevant competent authorities shall, if
endeavour to agree a single text for listing particulars for                they approve the listing particulars, provide the
use in all the countries concerned;                                         issuer with a certificate indicating whether or not
                                                                            a partial exemption from the requirement to
                                                                            publish full listing particulars under this Directive
                                                                            has been granted. In the case of partial
0) OJ No L 332, 26. 11. 1986, p. 22.                                        exemption, the type of exemption and its justi-
O OJNoLlOO, 17.4. 1980, p. 1.                                               fication shall be indicated.
 ---pagebreak--- 24.4. 87                                 Official Journal of the European Communities                             N o C 110/5
        4.    The approved listing particulars must be              2. The following paragraph 3 is added to Article 25:
        recognized in the other Member States in which                 '3.     Without prejudice to cases covered by criminal
       application for admission to official listing is made           law, the competent authority receiving such infor-
       even if they benefit from a partial exemption                   mation may use it only for the performance of its
       provided that:                                                  duties or in the context of administrative appeals or
        (a) the exemption in question is of a type that is             legal proceedings relating to such performance.'
            recognized in the legislation of the other
            Member State or States concerned, and                   3. The following Article 25a is inserted:
       (b) the same conditions that justify the exemption               'Article 25a
            or their equivalent exist as well in the other             The Community may, by means of agreements
            Member State or States concerned.                          concluded pursuant to the Treaty with one or more
       5.    The approved listing particulars, the certi-              third countries, agree to the application of provisions
       ficate mentioned in paragraph 3 and the version                 different from those provided for in this Directive, for
       of the listing particulars for use in the other                 the purpose of ensuring, under conditions of
       Member State concerned shall be communicated                    reciprocity, adequate protection for investors in
       for information by the issuer to the competent                  Member States.'
       authorities of each of the other Member States
       where admission to official listing has also been                                     Article 2
       applied for. The version referred to above shall be
                                                                    1.     Member States shall take the measures necessary
       the same as the approved listing particulars
                                                                    for them to comply with this Directive by 1 January 1989
       subject to any need for translation and changes of
       a minor, administrative nature.'                             at the latest. They shall forthwith inform the Commis-
                                                                    sion thereof.
  (b) Paragraph 2 becomes paragraph 6.                              2.    The Member States shall communicate to the
                                                                    Commission the texts of the main laws, regulations and
  (c) The following is added as paragraph 7:                        administrative provisions which they adopt in the field
                                                                    covered by this Directive.
       '7.    The competent authorities shall cooperate
       wherever necessary for the purpose of carrying                                        Article 3
       out their duties and shall exchange any infor-
       mation required for that purpose.'                           This Directive is addressed to the Member States.
              Proposal for a Council Regulation concerning certain adjustments to the arrangements applied
                                                     to the Canary Islands
                                                       COM(87) 72 final
                               (Submitted by the Commission to the Council on 31 March 1987)
                                                         (87/C 110/05)
              THE COUNCIL OF THE EUROPEAN COMMUNITIES;
              Having regard to the Treaty establishing the European Economic Community,
              Having regard to the Act of Accession of Spain and Portugal, and in particular the last para-
              graph of Article 25 (4) thereof and Protocol 2 thereto,
              Having regard to the proposal from the Commission,
              Having regard to the opinion of the European Parliament,
              Whereas it is necessary to ensure that the treatment accorded to certain agricultural products
              imported into the Community and originating in the Canary Islands is similar to that accorded
              for the same products to certain Mediterranean third countries; whereas the arrangements ap-
              plied to the Canary Islands under Protocol 2 to the Act of Accession should be adapted accor-
              dingly;