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 (presented by the Commission)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (87) 129
Vol. 1987/0053
 ---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
dossier est ouvert au public. Le cas échéant, les documents classifiés présents dans ce dossier
ont été déclassifiés conformément à l'article 5 dudit règlement ou sont considérés déclassifiés
conformément aux articles 26(3) et 59(2) de la décision (UE, Euratom) 2015/444 de la
Commission du 13 mars 2015 concernant les règles de sécurité aux fins de la protection des
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
public. Where necessary, classified documents in this file have been declassified in conformity
with Article 5 of the aforementioned regulation or are considered declassified in conformity with
Articles (26.3) and 59(2) of the Commission Decision (EU, Euratom) 2015/444 of 13 March 2015
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
der Öffentlichkeit zugänglich. Soweit erforderlich, wurden die Verschlusssachen in diesem Akt in
Übereinstimmung mit Artikel 5 der genannten Verordnung freigegeben; beziehungsweise werden
sie auf Grundlage von Artikel 26(3) und 59(2) der Entscheidung der Kommission (EU, Euratom)
2015/444 vom      13.   März 2015     über die   Sicherheitsvorschriften für den Schutz von  EU-
Verschlusssachen als herabgestuft angesehen.
 ---pagebreak--- COMMISSION OF THE EUROPEAN COMMUNITIES
                                                  COM(87 ) 129 final
                                                  Brussels , 24 March 1987
                                 Proposai 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
                        ( presented by the Commission )
                                             ‘I ' ”       . • • '-* -si
                                    \C • >.
                                            •
                                              ;v-
C0MC87 )  129 final
 ---pagebreak---                                                             £ otf . 1Zj
                                    г
              Proposal for a Council Directive amending
        Directive 80 / 390 / EEC of 17 March 1980 coordinating
         the requirements for the drawing up , scrutiny and
     distribution of the listing particulars to be published
            for the admission of securities to official
                             exchange listing
                         EXPLANATORY MEMORANDUM
1 . On 13 January 1981 the Commission transmitted a proposal for a
      Directive to the Council relating to the prospectus                to
      published when transferable securities are offered to the
      public (" the public offer prospectus proposal "                 This
      proposal was a logical follow-up to Directive 80 / 390 / EEC
      adopted by the Council on 17 March 1980 concerning the listing
      particulars to be published when securities are admitted to
      official     stock  exchange    listing (" the listing   particulars
                    ( 2)
      Directive" )
2 . In its opinion of 23 April 1982 ^ ^ on the public offer
      prospectus proposal the European Parliament requested that
     where public offers of the same securities are made in two or
      more Member States a single public offer prospectus approved
      in only one Member State should suffice for the purposes of
      the public offer in all the Member States . In other words , the
      public offer prospectus should be accorded mutual recognition .
      In view of this , the Commission provided for the principle of
      mutual recognition in its amended proposal ( Article 23 ) which
                                                         ( 4 )
      it transmitted to the Council on 19 July 1982
( 1 ) OJ .  No C .  355 of 31.12.1980
( 2 ) OJ . No L 100 of 17.4.1980
( 3 ) OJ . No C 125 of 17.5.1982
( 4 ) OJ . No C 226 of 31.8.1982
 ---pagebreak---                                    - з -
3 . On 17 November 1986 the Council adopted Directive 86 / 566 / EE£
      amending the First Directive of 11 May 1960 for the imple ¬
     mentation of Article 67 of the Treaty                     . This Directive
     abolishes    exchange control      restrictions      on  ( interalia )   the
     admission of securities to official stock exchange listing as
     from   1  March  1987 .  This   liberalization      should    result in   an
     increased number of reguests for admission to stock exchange
      listing on a cross-border basis . This tendency can only be
     reinforced      by    the    increasing       internationalization        of
     securities markets which is currently under way .
4 . In order to facilitate the process described above it seems
     appropriate to reduce to the minimum other types of obstacles
     to multi-national listings . One such obstacle is the require ¬
     ment to publish somewhat different prospectuses for admission
     to listing in different Member States ( the degree of coor ¬
     dination achieved by the listing particulars Directive not
     being absolute ) . It follows that the principle of mutual
     recognition should be applied to listing particulars in the
     same way as to the public offer prospectuses . The listing
     particulars Directive should therefore be amended to provide
     for this . This is the objective of the present proposal .
5 . Specifically , it modifies Article 24 of the listing parti­
     culars Directive which at the moment merely provides that the
     competent authorities are to use their " best endeavours " to
     agree a common text in the case of simultaneous admission to
     stock exchanges in several Member States . Direct mutual
     recognition is to apply in the future , which is provided for
     in five new paragraphs . These lay down rules as to which
     Member State 's legislation is to apply as regards the content
     and approval of the listing particulars which are to be
     accorded mutual recognition . The previous second paragraph ,
     dealing with the case of a listing in another Member State in
     the last six months is retained and becomes paragraph 6 , and a
     new seventh paragraph is added providing for cooperation
     between competent authorities , in the same terms as Article
     18(1 )   of  Council    Directive    79 / 279 / EEC  coordinating      stock
     exchange listing conditions
( 5 ) OJ . No L 332 of 26.11.1986
( 6 ) OJ . No L 66 of 16.3.1979
 ---pagebreak---                              - 4 -
     A further change is that a third paragraph is to be added to
     Article 25 . This is merely designed to bring that provision ,
     which relates to professional secrecy , into line with the
     wording of a similar provision in Council Directive 85 / 611 / EEC
     relating   to    undertakings  for  collective  investment      in
                                            ( 7)
     transférable securities ( Article 50 )
     Finally , a new Article 25A is added which provides for the
     possibility of the Community entering into agreements with
     third countries with a view to extending the principle of
     mutual recognition to such countries on a reciprocal basis .
6 . Mutual recognition of listing particulars will represent a
     major step forward in the creation of the internal market for
     the Community , as called for in the Commission 's White Paper
     on this subject . It will contribute to the realization of an
     integrated securities market in the Community and thus favour
     the creation of a truly unified common capital market .
( 7 ) OJ . No L 375 of 31.12.1985 .
                     i v 4
 ---pagebreak---                                    Proposai 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
THE COUNCIL OF THE EUROPEAN COMMUNITIES
Having regard to the Treaty establishing the European Economic Community
and in particular Article 54 thereof ,
                                                      1
Having regard to the proposal from the Commission ,
                                                            2
Having regard to the opinion of the European Parliament ,
Having regard to the opinion of the Economic and Social Committee
Whereas Article 54(3)(g ) of the EEC Treaty provides that the Council
shall coordinate to the necessary extent the safeguards which , for the
protection of the interests of members and others , are required by the
Member States of companies or firms within the meaning of Article 58(2 )
with a view to making such safeguards equivalent throughout the
Community ;
                                                                         U
Whereas the Council adopted on 17 November 1986 Directive 86 / 566 / EEC
amending the First Directive of 11 May 1960 for the implementation of
Article 67 of the Treaty ; whereas that Directive abolishes exchange
1
2
3
4 0J No L 332 , 26 .*11 . 1986, p. 22 .
 ---pagebreak---                                        _ 6 _
control      restrictions  on  ( inter alia ) the  admission of securities  to
official stock exchange listing ; whereas as a consequence of this the
number of cross-border requests for admission to listing is likely to
increase ;
Whereas Article 24 of Council Directive 80 / 390 / EEC"’ provides that , where
securities are to be admitted to official listing on stock exchanges
in several Member States , the competent authorities are to cooperate
and endeavour to agree a single text for listing particulars for use
in all the countries concerned ;
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 achieve such recognition ;
Whereas mutual recognition represents a major step forward in the
creation of the Community 's internal market ;
HAS ADOPTED THIS DIRECTIVE :
 OJ No L 100 , 17.4.1980 , p. 1 .
 ---pagebreak---                                   -7 -
                                 Article 1
Directive 80 / 390 / EEC is hereby amended as follows :
1 . Article 24 is amended as follows :
a . Replace paragraph 1 with the following :
     " 1 . Where for the same securities applications for admission
           to official listing on stock exchanges situated or
           operating in several Member States are made simultaneously
           or within a period of one month , including the Member
           State in which the issuer 's registered office is 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    has   its    registered   office   and
           approved by its competent authorities ; if the issuer 's
           registered office is not situated in one of these Member
           States , the issuer shall decide under which of those Member
           States' legislations the listing particulars shall be drawn up and
           approved .
       2 . Once approved in accordance with paragraph 1 , the listing
           particulars must be recognised by the other Member States
           in which admission to official listing is applied for,
           without further approval from the competent authorities of
           those Member States having to be obtained .
       3 . The relevant competent authorities shall , if they approve
           the listing particulars ,           provide the 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 exemption ,         the type       of    exemption    and   its
           justification shall be indicated .
 ---pagebreak---                                     - s -
        4 . The approved listing particulars              must be recognised      in
            the other         Member     States     in   which   application     for
            admission to official listing                is made even if        they
            benefit from a partial exemption provided that :
            a ) the exemption in question is of a type that is
                recognized in the legislation of the other Member State
                or States concerned , and
            b ) the   same    conditions that justify the exemption or their
                equivalent    exist   as well    in   the other   Member   State or
                States concerned .
       5 . The      approved       listing     particulars ,     the    certificate
            mentioned in paragraph 3 and the version of the listing
            particulars for use in the other Member State concerned
            shall be communicated for            information by the issuer to
            the competent - authorities          of each of the other Member
            States where admission to official listing has also been
            applied for . The version referred to above shall be the
            same as the approved listing particulars                subject to any
            need     for   translation      and   changes    of   a   minor ,  admi¬
            nistrative nature ."
b . Paragraph 2        becomes paragraph 6 .
c . The following is added as paragraph 7 :
    " 7 . The competent authorities shall cooperate wherever
            necessary for the purpose of carrying out their duties
            and shall exchange any information required for that
            purpose ."      .
 ---pagebreak---                                        - я -
2 . The following paragraph 3 is added to Article 25 .
     “ 3.   Without prejudice to cases covered by criminal law , the
            competent authority receiving such information may use it
            only for the performance of its duties or in the context of
            administrative appeals or legal proceedings relating to such
            performance
  3 . The following Article 25a is inserted :
                                    " Article 25a
            The Community may , by means of agreements concluded pursuant
            to the Treaty with one or more third countries , agree to the
            application of provisions different from those provided for
            in this Directive , for the purpose of ensuring , under
            conditions of reciprocity , adequate protection for investors
            in       Member States ."
                                  Article 2
     1.      Member States shall take the measures necessary for them
            to comply with       this     Directive   by 1 January 1989 at the latest
            They shall    forthwith      inform   the Commission     thereof .
      2.    The Member States shall communicate to the Commission the texts of
            the main laws , regulations and administrative provisions which
            they adopt in the field covered by this Directive .
                                  Article 3
     Th i   Directive is addressed to the Member States .
      Done at
                                                         For   the Council
                                                         The President