CELEX: 51989PC0133
Language: en
Date: 1989-03-22
Title: PROPOSAL FOR A COUNCIL DIRECTIVE AMENDING DIRECTIVE 80/390/EEC IN RESPECT OF MUTUAL RECOGNITION OF STOCK EXCHANGE LISTING PARTICULARS

22. 4. 89                              Official Journal of the European Communities                             No C 101/13
              Proposal for a Council Directive amending Directive 80/390/EEC in respect of mutual recog-
                                         nition of stock exchange listing particulars
                                               COM(89) 133 final — SYN 191
                                     (Submitted by the Commission on 30 March 1989)
                                                        (89/C 101/05)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                             of a public offer prospectus drawn up and approved
                                                                     in that or any other Member State in accordance
Having regard to the Treaty establishing the European                with Articles 7, 8 or 12 of Council Directive
Economic Community, and in particular Article 54                      89/. . ./EEC (') in the three months preceding the
thereof,                                                             application for admission, the public offer prospectus
Having regard to the proposal from the Commission,                   must, subject to any translation, be recognized as
                                                                     listing particulars in the Member State in wrhich
In cooperation with the European Parliament,                         application for official listing is made, wihout it being
                                                                     necessary to obtain the approval of the competent
Having regard to the opinion of the Economic and                     authorities of that Member State and without their
Social Committee,                                                    being able to require that additional information be
                                                                     included in the prospectus. The competent authorities
Whereas Article 21 Council Directive 89/. . ./EEC
                                                                     may, however, require that the prospectus include
provides that where public offers are made simulta-
                                                                     information specific to the market of the country of
neously or within a short interval of one another in two
                                                                     admission, concerning, in particular, the income tax
or more Member States a public offer prospectus drawn
                                                                     system, the financial organizations retained to act as
up and approved in accordance with Articles 7, 8 or 12
                                                                     paying agents for the issuer in the country of
of that Directive shall be recognized as a public offer
                                                                     admission and the ways in which notices to investors
prospectus in the other Member States concerned on the
                                                                     are published.
basis of mutual recognition;
Whereas it is also desirable to provide for recognition of
                                                                 O OJ No L . . .'.
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;                                                  Article 2
Whereas, therefore, it is appropriate to amend Article            1.    Member States shall take the measures necessary to
24b of Council Directive 80/390/CEE ('), as amended              comply with this Directive by the same dates as are laid
by Directive 87/345/EEC (2),                                     down in Article 2 of Direction 87/345/EEC. They shall
                                                                 forthwith inform the Commission thereof.
HAS ADOPTED THIS DIRECTIVE:
                                                                 2.     Member States shall communicate              to the
                         Article 1                               Commission the texts of the main provisions of national
                                                                 law which they adopt in the field covered by this
Paragraph 1 of Article 24b of Directive 80/390/EEC is            Directive.
hereby replaced by the following:
    '1.    Where application for admission to official                                      Article 3
    listing on a stock exchange situated in a Member
    State is made and the securities have been the subject       This Directive is addressed to the Member States.
(') OJ No L 100, 17. 4. 1980, p. 1.
(2) OJ No L 185, 4. 7. 1987, p. 81.