CELEX: 51980PC0893
Language: en
Date: 1980-12-31
Title: Proposals for a Council Directive coordinating the requirements for the drawing up, scrutiny and distribution of the prospectus to be published when securities are offered for subscription or sale to the public

31. 12.80                        Official Journal of the European Communities                                No C 355/39
                     INITIAL PROPOSAL                                                   NEW PROPOSAL
    subparagraphs (a) and (b), limit or prohibit termi-
    nation of the contract by the insurer.
                                                                                     Ankles 11 and 12
                                                                 (unchanged).
                        Article 13                                                        Article 13
Member States shall bring into force the measures                Member States shall bring iruo force the measures,
necessary to comply with this Directive within 18                necessary to comply with this Directive before 1 July
months of its notification. They shall forthwith                  1983. They shall inform the Commission thereof
inform the Commission thereof.                                    immediately.
                                                                                      Articles 14 and 15
                                                                  (unchanged).
              Proposal for a Council Directive coordinating the requirements for the drawing up,
             scrutiny and distribution of the prospectus to be published when securities are offered for
                                             subscription or sale to the public
                            (Submitted to the Council by the Commission on 13 January 1981)
THE COUNCIL OF THE EUROPEAN                                       securities promotes the protection of investors by
COMMUNITIES,                                                      allowing the latter to evaluate the risks undertaken
                                                                  and to take decisions on their own responsibility;
Having regard to the Treaty establishing the
European Economic Community, and in particular                   Whereas, moreover, such information represents an
Articles 54 (3) (g) and 100 thereof,                              effective means of reinforcing confidence in securities
                                                                  and thus contributes to the correct functioning of
Having regard to the proposal from the Commission,                securities markets and to encouraging their
                                                                  development;
Having regard to the opinion of the European Par-
liament,                                                          Whereas it is accordingly appropriate to establish an
                                                                  information     policy relating      to   securities at
Having regard to the opinion of the Economic and                  Community level, and whereas such an information
Social Committee,                                                 policy, by virtue of the safeguards that it provides to
                                                                  investors and its impact on the correct functioning of
Whereas investment in securities, like any other form             securities markets, is of such a nature as to promote
of investment, involves risks, and the protection of              the interpenetration of national securities markets and
investors requires that they be put in a position to              thus to contribute to the creation of a genuine
make a correct assessment of such risks so as to be                European capital market;
able to take investment decisions in full knowledge of
the facts;                                                        Whereas the Council Directive 80/390/EEC of 17
                                                                  March 1980 coordinating the requirements for the
Whereas the provision of adequate and complete                    drawing up, scrutiny and distribution of the listing
information concerning securities and the issuers of              particulars to be published for the admission of
 ---pagebreak--- No C 355/40                            Official Journal of the European Communities                             31. 12.80
securities to official stock exchange listing (')               Member State provided that the securities are not
represents an important step in the implementation of          admitted to official listing on a stock exchange
such an information policy at. Community level;                situated or operating in that Member State.
whereas that Directive coordinates the information to
be published when securities are admitted to stock
exchange listing concerning the securities offered and          2.     For the purposes of applying this Directive,
the issuers of such securities, so as to allow investors        securities shall be considered to be offered for sub-
to make an informed assessment of the assets and                scription or sale to the public where the offer is not
liabilities, financial position, profits and losses and         addressed exclusively to a restricted circle of persons.
prospects of the issuer and of the rights attaching to
such securities;                                               The Member States shall determine what is meant by
                                                               'restricted circle of persons' having regard to the
Whereas such an information policy also requires that          number of persons to whom the offer is addressed
when securities are offered for subscription or sale to        and, if appropriate, having regard also to their nature,
the public, whether or not they are subsequently               to the amount of the offer, and to the means of
admitted to stock exchange listing, similar infor-             publicity used for making the offer.
mation should be made available to investors in the
form of a prospectus; whereas a coordination of the
content of this prospectus is also required in order to
achieve equivalence with safeguards available to
investors in the various Member States and to                                           Article 2
encourage the interpenetration of national securities
markets; whereas such coordination is all the more             This Directive shall not apply to:
necessary in view of the fact that the public offer
prospectus can also be used, in accordance with the
                                                               (a) units issued by collective investment undertakings
conditions laid down by Council Directive 80/390/
                                                                    other than the closed-end type; or
EEC, as stock exchange listing particulars if it
contains equivalent information to that required by
                                                               (b) securities issued by a State or by its regional or
that Directive; whereas it is therefore appropriate to
                                                                    local authorities; or
simplify the task of issuers which subsequently apply
for the admission of their securities to a Community           (c) securities issued in connection with a takeover
stock exchange, and to ensure that the content of the               offer; or
public offer prospectus should be equivalent to that of
the listing particulars in all the Member States;
                                                                (d) securities issued in connection with a merger
                                                                    involving the acquisition of another company or
Whereas such coordination must apply to securities                  the formation of a new company, the division of
independently of the legal status of the issuing under-             company, the transfer of all or part of an under-
taking, and accordingly, in so far as this Directive                taking's assets and liabilities or as consideration
applies to entities to which no reference is made in                for the transfer of assets other than cash; or
the second paragraph of Article 58 of the Treaty and
goes beyond the scope of Article 54 (3) (g), it must be        (e) shares allotted free of charge to holders of shares;
based also on Article 100;                                          or
                                                               (f) shares issued in substitution for shares if the
                                                                    issuing of such new shares does not involve any
HAS ADOPTED THIS DIRECTIVE:                                         increase in the company's issued share capital; or
                                                               (g) shares allotted directly or indirectly to employees
                           SECTION I                                or to Trustees holding them on behalf of
                                                                    employees.
                      General provisions
                            Article 1
                                                                                        Article 3
1.       This Directive shall apply to securities which are
offered for subscription or sale to the public within a         For the purposes of applying this Directive:
                                                                (a) 'collective investment undertakings other than the
                                                                    closed-end type' shall mean unit trusts and
( ' ) O J N o L 100, 17.4. 1980, p. 1.                               investment companies:
 ---pagebreak--- 31. 12.80                          Official Journal of the European Communities                            No C 355/41
     — the object of which is the collective investment                                 Article 5
         of capital provided by the public, and which
         operate on the principle of risk spreading; and       1.    The prospectus shall contain the information
                                                               which, according to the particular nature of the issuer
     — the units of which are, at the holders' request,        of securities offered for subscription or sale to the
         purchased or redeemed, directly or indirectly,       .public, and particulars of these securities, is necessary
         out of the assets of these undertakings. Action       to enable investors and their investment advisers to
         taken by such undertakings to ensure that the         make an informed assessment of the assets and
         stock exchange value of their units does not          liabilities, financial position, profits and losses, and
         significantly vary from their net asset value         prospects of the issuer and of the rights attaching to
         shall be regarded as equivalent to such               the securities.
         repurchase or redemption;
                                                               2.     Member States shall ensure that the obligation
(b) 'units of a collective investment undertaking' shall       to supply the information referred to in paragraph 1
     mean securities issued by a collective investment         is incumbent upon the persons responsible for the
     undertaking as representing the rights of parti-.         prospectus as provided for in heading 1.1 of
     cipants in the assets of such an undertaking;             Schedules A and B annexed hereto.
(c) 'issuers' shall mean companies and other legal
     persons and any undertakings whose securities
     are offered for subscription or sale to the public;                                Article 6
(d) 'net turnover' shall comprise the amounts derived          1.     Without prejudice to the obligation referred to
     from the sale of products and the provision of            in Article 5, Member States shall ensure that, subject
     services falling within the undertaking's ordinary        to the possibility for exemptions provided for in
     activities, after deduction of sales rebates and of       Articles 7 and 8, prospectuses contain, in as easily
     value added tax and other taxes linked directly to        analysable and comprehensible a form as possible, at
     the turnover;                                             least the items of information provided for in
                                                               Schedules A, B or C, depending on whether shares,
                                                               debt securities or certificates representing shares are
(e) 'credit institution' shall mean an undertaking             involved.
     whose business is to receive deposits or other
     repayable funds from the public and to grant
     credits for its own account;                              2.     In the specific cases covered by Articles 9 to 16
                                                               the prospectus is to be drawn up in accordance with
(f) 'participating interests' shall mean rights in the         the specifications given in those Articles, subject to
     capital of other undertakings, whether or not             the possibilities for exemptions provided for in
     represented by certificates, which, by creating a         Articles 7 and 8.
     durable link with those undertakings, are
     intended to contribute to the activities of the
   . undertaking which holds these rights;                     3.     Where certain headings in Schedules A, B and C
                                                               appear inappropriate to the issuer's sphere of activity
(g) 'annual accounts' shall comprise the balance               or legal form, a prospectus giving equivalent infor-
     sheet, the profit and loss account and the notes          mation shall be drawn up by adapting these headings.
     on the accounts. These documents shall constitute
     a composite whole.
                                                                                        Article 7
                                                               Member States may allow the authorities responsible
                          Article 4                            for checking the prospectus within the meaning of
                                                               this Directive (hereinafter referred to as 'the
Member States shall ensure that an offer for sub-              competent authorities') to provide for partial or
scription or sale of securities to the public within their     complete exemption from the obligation to publish a
territories is conditional upon the publication of a           prospectus in the following cases:
prospectus.
                                                                1. where the securities are not offered by the issuer
The obligation to publish is incumbent upon the                    or by financial intermediaries;
person making the public offer or on whose behalf
the public offer is made.                                      2. where the securities offered are:
 ---pagebreak--- No C 355/42                          Official Journal of the European Communities                               31. 12. 80
   (a) shares resulting from the conversion of                   (d) supplementary certificates representing shares
       convertible debt securities or shares created                  issued in exchange for the original securities,
       after an exchange for exchangeable debt                       where the issuing of such new certificates has
       securities; or                                                 not brought about any increase in the
                                                                     company's issued share capital, provided that a
   (b) shares resulting from the exercise of the rights              document which the competent authorities
       conferred by warrants;                                        consider to contain equivalent information to
                                                                     that contained in the prospectus required by
   and, where appropriate, the information provided                  this Directive and relating to the certificates
   for in Chapter 2 of Schedule A is published in                    representing such shares has already been
   accordance with Article 19 and Article 20 (1);                     published in the same Member State as that in
                                                                      which the offer to the public is made;
                                                                 and where
3. where the securities offered are:
                                                                 — in all the cases referred to in the points
   (a) shares of which either the number or the                      mentioned above information concerning the
       nominal value or, in the absence of a nominal                 number and type of securities to be offered and
       value, the accounting par value, amounts to                   the circumstances in which such securities have
       less than 10 % of the number or of the                        been issued has been published in accordance
       corresponding value of shares of the same class
                                                                     with Article 19 and Article 20 (1).
       as have already been offered to the public in
       the Member State where the offer is made,
       and of which the nominal value, or in the
       absence of a nominal value, the accounting par                                  Article 8
       value, is in any event less than 25 000 UA;
                                                             1.     The competent authorities may authorize
                                                             omission from the prospectus of certain information
   (b) debt securities issued by companies and other         provided for by this Directive if they consider that:
       legal persons which are nationals of a Member
       State and which
                                                             (a) such information is of minor importance only and
       — in carrying on their business, benefit from              is not such as will influence assessment of the
           State monopolies, and                                  assets and liabilities, financial position, profits and
                                                                  losses and prospects of the issuer; or
       — are set up or governed by a special law or
           pursuant to such a law or whose                   (b) disclosure of such information would be contrary
           borrowings are unconditionally and ir-                 to the public interest or seriously detrimental to
           revocably guaranteed by a Member State                 the issuer, provided that, in the latter case, such
           or one of a Member State's federated                   omission would not be likely to mislead the public
           States; or                                             with regard to facts and circumstances,
                                                                  knowledge of which is essential for the
                                                                  assessment of the securities in question.
   (c) debt securities issued by legal persons, other
       than companies, which are nationals of a
       Member State and                                      2.     Where the person making the offer is a person
                                                             other than the issuer or a person acting on his behalf,
       — are set up by special law, and
                                                             the competent authorities may authorize omission
                                                             from the prospectus of certain information which
       — the activities of which are governed by that
                                                             would not normally be in his possession.
           law and consist solely in:
            (i) raising funds under State control
                through the issue of debt securities,
                and
                                                                                     SECTION II
           (ii) financing production by means of the
                resources which they have raised and           Contents of die prospectus in certain specific cases
         >      resources provided by a Member State,
                and
       — the debt securities of which are, for the                                      Article 9
           purposes of admission to official listing,
           considered as debt securities issued or            1.    Where the offer relates to shares offered to
           guaranteed by the State; or                       shareholders of the issuer on a preemptive basis, the
 ---pagebreak---  31. 12.80                         Official Journal of the European Communities                           No C 355/43
 competent authorities may provide that the prospectus          permanently available to the public either the own or
 shall contain only the information provided for by             the consolidated accounts alone, provided that the
 Schedule A:                                                    accounts not published and made permanently
                                                                available to the public furnish to material additional
 — in Chapter 1;
                                                                information.
 — in Chapter 2;
 — in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0, 3.2.1,
     3.2.6, 3.2.7, 3.2.8, and 3.2.9;                                                    Article 10
— in Chapter 4, headings 4.2, 4.4, 4.5, 4.7.1, and              1.    Where the offer relates to debt securities which
     4.7.2;                                                    are     neither    convertible,     exchangeable,   nor
— in Chapter 5, headings 5.1.4, 5.1.5, and 5.5;                accompanied by warrants and are issued by an under-
                                                               taking which has securities listed on a stock exchange
— in Chapter 6, headings 6.1, 6.2.0, 6.2.1, 6.2.2,             situated or operating in the Member State where the
     6.2.3; and                                                offer is made, the competent authorities may provide
                                                               that the prospectus shall contain only the information
 — in Chapter 7.                                               provided for by Schedule B:
 Where the shares referred to in the first subparagraph        — in Chapter 1;
 are represented by certificates, the prospectus shall
 contain, at least, subject to Article 15 (2) and (3), in      — in Chapter 2;
 addition to the information mentioned in that sub-
                                                              — in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0, and
 paragraph, that provided for in Schedule C:
                                                                   3.2.2;
— in Chapter 1, headings 1.1, 1.3, 1.4, 1.6, and 1.8;
                                                              — in Chapter 4, heading 4.3;
     and
— in Chapter 2.                                               — in Chapter 5, headings 5.1.2, 5.1.3, 5.1.4 and 5.4;
                                                              — in Chapter 6; and
2.     Where the offer relates to convertible debt            — in Chapter 7.
securities, exchangeable debt securities or debt
securities with warrants which are offered on a pre-
emptive basis to the shareholders of the issuer, the           2.    The annual accounts for the latest financial year
competent authorities may provide that the prospectus          must be published and be made permanently available
shall contain only:                                            to the public in the same way as the prospectus
                                                               referred to in paragraph 1.
— information concerning the nature of the shares
    offered by way of conversion, exchange or sub-
    scription and the rights attaching thereto;                3.    Where the issuer prepares both own and
                                                               consolidated annual accounts, both sets of accounts
— the information provided for in Schedule A and               must be published and be made permanently available
    mentioned above in the first subparagraph of              to the public. However, the competent authorities
    paragraph 1, except for that provided for in               may allow the issuer to publish and make
    Chapter 2 of that Schedule;                               permanently available to the public either the own or
                                                               the consolidated accounts alone, provided that the
— the information provided for in Chapter 2 of
                                                               accounts not published and made permanently
    Schedule B; and
                                                               available to the public furnish no material additional
— the conditions of and procedures for conversion,             information.
    exchange and subscription and the situations in
    which they may be amended.
                                                                                       Article 11
3.    The annual accounts for the latest financial year
must be published and be made permanently available            1.    Where the offer relates to securities issued by
to the public in the same way as the prospectus               financial institutions, the prospectus must contain:
referred to in paragraphs 1 and 2.
                                                              — at least the information specified in Chapters 1, 2,
                                                                   3, 5 and 6 of Schedules A or B, according to
4.    Where the issuer prepares both own and                       whether the issue is of shares or debt securities,
consolidated annual accounts, both sets of accounts                and
must be published and be made permanently available
to the public. However, the competent authorities             — information adapted, in accordance with the rules
may allow the issuer to publish and make                           laid for that purpose by national law or by the
 ---pagebreak--- No C 355/44                           Official Journal of the European Communities                            31. 12.80
    competent authorities, to the particular nature of        — with respect to the issuer, the             information
    the issuer of the securities in question and at least         provided for in Schedule B; and
    equivalent to that specified in Chapters 4 and 7 of
    Schedules A or B.                                         — with respect to the guarantor, the information
                                                                  provided for in heading 1.3 and Chapters 3 to 7
                                                                  of that Schedule.
2.    Member States shall determine the financial
institutions to be covered by this Article.                   Where the issuer or guarantor is a financial
                                                              institution, the part of the prospectus relating to that
                                                              financial institution shall be drawn up in accordance
3.    The arrangements laid down by this Article may
                                                              with Article 11.
be extended to:
— collective investment undertakings whose units are
    not excluded from the scope of this Directive by          2.    When the issuer of the guaranteed debt
    Article 2 (a),                                            securities is a finance company within the meaning of
                                                              Article 11 (3), the prospectus must include:
— finance companies engaging in no activity other
    than raising capital to make it available to their        — with respect to the issuer, the information
    parent company or to undertakings affiliated to               provided for in Chapters 1, 2 and 3 and in
    that company; and                                             headings 5.1.0 to 5.1.5 and 6.1 of Schedule B; and
— companies holding portfolios of securities, licences        — with respect to the guarantor, that provided for in
    or patents and engaging in no activity other than             heading 1.3 and Chapters 3 to 7 of that Schedule.
    the management of such portfolios.
                                                              3.    Where there is more than one guarantor, the
                                                              information specified shall be required of each one;
                                                              however, the competent authorities may allow
                         Article 12
                                                              abridgement of this information with a view to
                                                              achieving greater comprehensibility of the prospectus.
 1.   Where the offer relates to debt securities issued
in a continuous or repeated manner by credit
institutions which regularly publish their annual             4.    The guarantee contract must, in the cases
accounts and which, within the Community, are set             referred to in paragraphs 1, 2 and 3, be made
up or governed by a special law, or pursuant to such          available for inspection by the public at the offices of
a law, or are subject to public supervision designed to       the issuer and at those of the financial organizations
protect savings, the Member States may provide that           retained to act as the latter's paying agents. Copies of
the prospectus shall contain only:                            the contract shall be provided to any person
                                                              concerned on request.
— the information provided for in heading 1.1 and
    Chapter 2 of Schedule B; and
— information concerning any events of importance                                     Article 14
    for the assessment of the securities in question
    which have occurred since the end of the financial        1.    Where the offer relates to convertible debt
    year in respect of which the last annual accounts         securities, exchangeable debt securities or debt
    were published. Such accounts must be made                securities with warrants, the prospectus must include:
    available to the public at the issuer's offices and at
    those of the financial organizations retained to act      — information concerning the nature of the shares
    as the latter's paying agents.                                offered by way of conversion, exchange or sub-
                                                                  scription, and the rights attaching thereto;
                                                              — the information provided for in heading 1.3 and
2.    Where the debt securities referred to in
                                                                  Chapters 3 to 7 of Schedule A,
paragraph 1 are issued at very short intervals, the
Member States may provide that the prospectus shall           — the information provided for in Chapter 2 of
only contain information on the characteristics of                Schedule B; and
such debt securities.
                                                              — the conditions of and procedures for conversion,
                                                                  exchange or subscription and details of the
                                                                  situations in which they may be amended.
                         Article 13
                                                              2.    When the issuer of the convertible debt
1.    Where the offer relates to debt securities              securities, the exchangeable debt securities or the debt
guaranteed by a legal person, the prospectus must             securities with warrants is not the issuer of the shares,
include:                                                      the prospectus must include:
 ---pagebreak--- 31. 12. 80                        Official Journal of the European Communities                           No C 355/45
— information concerning the nature of the shares                                      Article 16
    offered by way of conversion, exchange or sub-
    scription and the rights attaching thereto; and           1.     Where the offer relates to debt securities which
                                                              benefit, as regards both repayment of the loan and
— in respect of the issuer of the securities, the infor-      the payment of interest, from the unconditional and
    mation provided for in Schedule B;                        irrevocable guarantee of a State or of one of a State's
                                                              federated States, national legislation or the competent
— in respect of the issuer of the shares, that provided
                                                              authorities may authorize the abridgement of the
    for in heading 1.3 and Chapters 3 to 7 of
                                                              information provided for in Chapters 3 and 5 of
    Schedule A; and                                           Schedule B.
— the conditions of and procedures for conversion,
    exchange or subscription and details of the
    situations in which they may be amended.                  2.    The possibility of abridgement provided for in
                                                              paragraph 1 may also be applied to companies set up
                                                              or governed by a special law or pursuant to such law
However, where the issuer of the debt securities is a         which have the power to levy charges on their
finance company within the meaning of Article 11              consumers.
(3), the prospectus need contain, in relation to that
company, only the information provided for in
Chapters 1, 2 and 3 and headings 5.1.0 to 5.1.5 and
6.1 of Schedule B.                                                                   SECTION III
                                                              Arrangements for the scrutiny and publication of the
                        Article 15                                                     prospectus
1.     Where the offer          relates to       certificates
                                                                                       Article 17
representing shares, the prospectus must contain the
information, as regards certificates, provided for in
Schedule C and the information, as regards the shares         1.     Member States shall appoint one or more
represented, provided for in Schedule A.                      competent       authorities    and   shall  notify    the
                                                              Commission of the appointments of such authorities,
                                                              giving details of any division of powers among them.
2.     However, the competent authorities may relieve         Member States shall also ensure that this Directive is
the issuer of the certificates of the requirement to          applied.
publish details of its own financial position, when the
issuer is:
                                                              2.     No prospectus may be published until it has
— a credit institution which is a national of a               been approved by the competent authorities.
    Member State and is set up or governed by a
    special law or pursuant to such law or is subject to      3.     Tffe competent authorities shall approve the
    public supervision designed to protect savings; or        publication of the prospectus only if they are of the
                                                              opinion that it satisfies all the requirements set out in
— a subsidiary 95 % or more of which is owned by a            this Directive.
    credit institution within the meaning of the
    preceding indent, the commitments of which                Member States shall ensure that the competent auth-
    towards      the   holders     of    certificates     are orities have the powers necessary for them to carry
    unconditionally guaranteed          by that credit        out their task.
    institution and which is subject, de jure or de facto,
    to the same supervision; or
                                                              4.     This Directive shall not affect the competent
                                                              authorities' liability, which shall continue to be
— an 'Administratiekantoor' in the Netherlands                governed solely by the national law.
    governed, for the safe custody of the original
    securities, by special regulations laid down by the
    competent authorities.
                                                                                        Article 18
 3.    In the case of certificates issued by a securities
transfer organization or by an auxiliary institution set      The competent authorities shall decide whether to
up by such organization, the competent authorities            accept the audit report of the official auditor
may dispense with the publication of the information          provided for in heading 1.3 of Schedules A and B or,
provided for in Chapter 1 of Schedule C.                       if necessary, to require an additional report.
 ---pagebreak---  No C 355/46                          Official Journal of the European Communities                          31. 12.80
 The requirement for the additional report must be the         when the offer is closed shall be covered        by a
 outcome of an examination of each case on its merits.         supplement to the prospectus, scrutinized in the same
 At the request of the official auditor and/or of the          way as the latter and published in accordance     with
  issuer, the competent authorities must disclose to           procedures to be laid down by the competent      auth-
  them the reasons justifying this requirement.                orities.
                         Article 19
                                                                                     SECTION IV
 The prospectus must be published and be made
                                                                        Cooperation between the Member States
 permanently available to the public in accordance
 with conditions laid down by the Member State in
 which the offer to the public is made.                                               Article 23
                                                               1.    Where offers of the same securities are made
                                                               simultaneously, or within short intervals of one
                         Article 20
                                                               another within several Member States, the competent
                                                               authorities shall exchange information and use their
 1.    The prospectus must be published no later than          best endeavours to achieve maximum coordination of
 the time of opening of the offer.                             their requirements concerning the prospectus, to
 Moreover, where the offer is preceded by trading of           avoid a multiplicity of formalities and to agree to a
 the preemptive subscription rights, the prospectus            single text requiring at the most translation, where
 must be published within a reasonable period, to be           appropriate, and the issue of supplements as necessary
 laid down by the competent authorities, before such          to meet the individual requirements of each Member
 trading starts.                                               State concerned.
2.     In exceptional, properly justified cases, the          2.     Where an offer is made in a Member State of
competent authorities may allow the postponement of           securities which have been offered in another
the publication of the prospectus until after the date        Member State less than six months previously, the
of the opening of trading in preemptive subscription          competent authorities of the former Member State
rights.                                                       shall contact the competent authorities of the latter
                                                              and shall, as far as possible, exempt the issuer of
                                                              those securities from the preparation of a new pros-
                                                              pectus, subject to any need for updating, translation
                        Article 21                            or the issue of supplements in accordance with the
                                                              individual requirements of the Member State
Where a prospectus is, or will be, published in               concerned.
accordance with Articles 1 and 4, the notices, bills,
posters and documents announcing the offer and
indicating the essential characteristics of the
securities, and all other documents relating to the                                   Article 24
offer and intended for publication by or on behalf of
the person responsible for the prospectus, must first          1.    Member States shall provide that all persons
be communicated to the competent authorities. The             employed or formerly employed by the competent
latter shall decide whether they should be submitted          authorities shall be bound by professional secrecy.
to scrutiny before publication.                               This means that any confidential information received
                                                              in the course of their duties may not be divulged to
The abovementioned documents and also the                     any person or authority except by virtue of provisions
application form must state that the prospectus exists        laid down by law.
and indicate where it is being, or will be published in
accordance with Article 19.
                                                              2.     Paragraph 1 shall not, however, preclude the
                                                              competent authorities of the various Member States
                                                              from exchanging information as provided for in this
                        Article 22                            Directive. Information thus exchanged shall be
                                                              covered by the obligation of professional secrecy to
Every significant new factor capable of affecting             which the persons employed or formerly employed by
assessment of the securities which arises between the         the competent authorities receiving the information
time when the prospectus is adopted and the time              are subject.
 ---pagebreak--- 31. 12.80                         Official Journal of the European Communities                         No C 355/47
                       SECTION V                              41 votes in favour, the votes of the Member States
                                                              being weighted as provided for in Article 148 (2) of
                   Contact Committee                          the Treaty.
                                                              2.    When the Committee has delivered an opinion
                        Article 25                            in favour of the draft of the measures envisaged by
                                                              the Commission the latter shall adopt them.
1. The Contact Committee set up by Article 20 of
Council Directive 79/279/EEC of 5 March 1979                  Where the opinion of the Committee is not in
coordinating the conditions for the admission of              accordance with the draft of the measures envisaged
securities to official stock exchange listing ('), shall      by the Commission or where the Committee has not
also have as its function:                                    delivered an opinion within the required period, the
                                                              Commission shall without delay lay before the
(a) without prejudice to Articles 169 and 170 of the          Council, which shall act by qualified majority, a
     EEC Treaty to facilitate the harmonized                  proposal concerning the measures to be taken.
     implementation of this Directive through regular
     consultations on any practical-problems arising          Where the Council fails to act on the proposal within
     from its application on which exchanges of views         three months of its receipt, the measures proposed
     are deemed useful;                                       shall be adopted by the Commission.
(b) to facilitate consultation between the Member
     States On the supplements and improvements to
     the prospectus which the competent authorities                                 SECTION VI
     are entitled to require or recommend at national
     level;
                                                                                  Final provisions
(c) to advise the Commission, if necessary, on any
     additions or amendments to be made to this
     Directive or on any adaptation to be made in                                     Article 27
     accordance with Article 26.
                                                               1.   Member States shall take the measures necessary
2.     It shall not be the function of the Contact            to comply with this Directive on or before
Committee to appraise the merits of decisions taken           They shall forthwith inform the Commission thereof.
by the competent authorities in individual cases.
                                                               2.   As from the notification of this Directive, the
                                                               Member States shall communicate to the Commission
                         Article 26                           the texts of the main laws, regulations and
                                                               administrative provisions which they adopt in the field
 1.    For the purpose of adjusting, in the light of          covered by this Directive.
economic requirements, the amount referred to in
Article 7 (3) (a), the Commission shall submit to the
Committee a draft of the measures to be taken. The                                    Article 28
Committee shall deliver its opinion within the period
laid down by its chairman. Its decisions shall require        This Directive is addressed to the Member States.
(') OJ No L 66, 16. 3. 1979, p. 21.
 ---pagebreak--- N o C 355/48                            Official J o u r n a l of the E u r o p e a n C o m m u n i t i e s          31.12.80
                                                                ANNEX
                                                              SCHEDULE A
            LAYOUT FOR T H E PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE T O
                                                  T H E PUBLIC O F SHARES
                                                                Chapter 1
                   Information concerning those responsible for the prospectus and the auditing of accounts
             1.1.   Name and function of natural persons and name and registered office of legal persons
                    responsible for the prospectus or, as the case may be, for certain parts of it, with, in the
                    latter case, and indication of those parts.
             1.2.   Declaration by »hose responsible referred to in heading 1.1 that, to the best of their
                    knowledge, the information given in that part of the prospectus for which they are
                    responsible is in accordance with the facts and contains no omissions likely to affect the
                    import of the prospectus.
             1.3.   Names, addresses and qualifications of the official auditors who have audited the company's
                    annual accounts for the preceding three financial years in accordance with national law.
                    Statement that the annual accounts have been audited. If audit reports on the annual
                    accounts have been refused by the official auditors or if they contain qualifications, such
                    refusal or such qualifications shall be reproduced in full and the reasons given.
                    Indication of other information in the prospectus which has been audited by the auditors.
                                                                 Chapter 2
              Information'concerning the offer for subscription or sale to the public and the shares being offered
             2.1.   Information concerning the shares being offered for subscription or sale to the public:
             2.1.0. Indication of the resolutions, authorizations and approvals by virtue of which the shares have
                    been or will be created and/or issued.
                     Nature of the issue and amount thereof.
                     Number of shares which have been or will be created/or issued, if predetermined.
             2.1.1. A concise description of the rights attaching to the shares, and in particular the extent of the
                     voting rights, entitlement to share in the profits and to share in any surplus in the event of
                     liquidation and any privileges.
                     Time-limit after which dividend entitlement lapses and indication of the party in whose
                     favour this entitlement operates.
             2.1.2. Tax on the income from the shares withheld at source in the country of origin and/or the
                     country where the offer is made.
                     Indication as to whether the issue assumes responsibility for the withholding of tax at source.
             2.1.3. Arrangements for transfer of the shares and any restrictions on their free negotiability (e.g.
                     clause establishing approval requirement).
             2.1.4. Date on which entitlement to dividends arises.
             2.1.5. The stock exchanges where admission to official listing is or will be sought.
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             2.1.6. The financial organizations which arc the paying agents of the issuer in the Member State
                     where the offer takes place.
             2.2.     Information concerning the issue of the shares being offered to the public.
             2.2.0. Indication of the exercise of the right of preemption of shareholders or of the restriction or
                     withdrawal of such right.
                     Indication, where applicable, of the reasons for restriction or withdrawal of such right; in
                     such cases, justification of the issue price, where an issue is for cash; indication of the
                     beneficiaries if the restriction or withdrawal of the right of preemption is intended to benefit
                     specific persons.
             2.2.1. The total amount of the issue and the number of shares offered, where applicable by
                    'category.
             2.2.2. If the issue was or is being made simultaneously on the markets of two or more States and if
                     a tranche has been or is being reserved for certain of these, indication of any such tranche.
             2.2.3. The issue price or the offer or placing price, stating the nominal value or, in its absence, the
                     accounting par value or the amount to be capitalized; the issue premium and the amount of
                     any expenses specifically charged to the subscriber or purchaser.
                     The methods of payment of the price, particularly as regards the paying-up of shares which
                     are not fully paid.
             2.2.4. The procedure for the exercise of any right of pre-emption; the negotiability of subscription
                     rights; the treatment of subscription rights not exercised.
             2.2.5. Period of the opening of the subscription for shares, and names of the organizations
                     responsible for receiving the public's subscriptions.
             2.2.6. Methods of and time-limits for delivery of the shares, possible creation of provisional certi-
                     ficates.
             2.2.7. Names, addresses and description of the natural or legal persons underwriting or
                     guaranteeing the issue for the issuer. Where not all of the issue is underwritten or
                     guaranteed, a statement of the portion not covered.
             2.2.8. Indication or estimate of the overall amount and/or of the amount per share of the charges
                     relating to the issue operation, stating the total remuneration of the financial intermediaries,
                     including the underwriting commission or margin, guarantee commission, placing
                     commission or selling agent's commission.
             2.2.9. Net proceeds accruing to the issuer from the issue and intended application of such
                     proceeds, e.g., to finance the investment programme or to strengthen the issuer's financial
                     position.
             2.3.    Information concerning the offer for subscription or sale to the public:
             2.3.0. Description of the shares being offered, and in particular the number of shares and nominal
                     value per share, or, in the absence of nominal value, the accounting par value or the total
                     nominal value, the exact designation or class, and coupons attached.
             2.3.1. If shares of the same class are already listed on one or more stock exchanges, indication of
                     these stock exchanges.
             2.3.2. If shares of the same class have not been admitted to official listing but are dealt in on one
                     or more other markets which are subject to regulation, are in regular operation and are
                     recognized and open, indication of such markets.
             2.3.3. Indication of any of the following which have occurred during the last financial year and the
                     current financial year:
                     — public takeover offers by third parties in respect of the issuer's shares
                     — public takeover offers by the issuer in respect of other companies' shares.
                     The price or exchange terms attaching to such offers and the outcome thereof are to be
                     stated.
             2.4.    If, simultaneously or almost simultaneously with the creation of the shares being offered,
                     shares of the same class are subscribed for or placed privately or if shares of other classes are
 ---pagebreak--- No C 355/50                             Official Journal of the European Communities                                    31. 12.80
                   created for public or private placing, details are to be given of the nature of such operations
                   and of the number and characteristics of the shares to which they relate.
                                                              Chapter 3
                                        General information about the issuer and its capital
           3.1.    General information about the issuer:
           3.1.0. Name, registered office and principal administrative establishment if different from the
                    registered office.
           3.1.1. Date of incorporation and the length of life of the issuer, except where indefinite.
           3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that
                    legislation.
           3.1.3. Indication of the issuer's objects and reference to the clause of the memorandum of
                    association in which they are described.
           3.1.4. Indication of the register and of the entry number therein.
            3.1.5. Indication of where the documents concerning the issuer which are referred to in the pros-
                    pectus may be inspected.
           3.2.     General information about the capital:
            3.2.0. The amount of the issued capital, the number and classes of the shares of which it is
                    composed with details of their principal characteristics; the part of the issued capital still to
                    be paid up, with an indication of the number, or total nominal value, and the type of the
                    shares not yet fully paid up, broken down where applicable according to the extent to which
                    they have been paid up.
            3.2.1. Where there is authorized but unissued capital or an undertaking to increase the capital,
                     inter alia in connection with convertible loans issued or subscription options granted,
                     indication of:
                    — the amount of such authorized capital or capital increase and, where appropriate, the
                         duration of the authorization;
                    — the categories of persons having preferential subscription rights for such additional
                         portions of capital;
                    — the terms and arrangements for the share issue corresponding to such portions.
            3.2.2. If there are shares not representing capital, the number and main characteristics of such
                     shares are to be stated.
            3.2.3. The amount of any convertible debt securities, exchangeable debt securities or debt securities
                    with warrants, with an indication of the conditions governing and the procedures for
                     conversion, exchange or subscription.
            3.2.4. Conditions imposed by the memorandum and articles of association governing changes in
                     the capital and in the respective rights of the various classes of shares, where such conditions
                     are more stringent than is required by law.
            3.2.5. Summary description of the operations during the three preceding years which have changed
                     the amount of the issued capital and/or the number and classes of shares of which it is
                     composed.
            3.2.6. As far as they are known to the issuer, indication of the natural or legal persons who,
                      directly or indirectly, severally or jointly, exercise or could exercise control over the issuer,
                      and particulars of the proportion of the capital held giving a right to vote.
                     Joint control shall mean control exercised by more than one company or by more than one
                      person having concluded an agreement which may lead to their adopting a common policy
                      in respect of the issuer.
             3.2.7. Insofar as they are known to the issuer, indication of the shareholders who, directly or
                      indirectly, hold a proportion of the issuer's capital which the Member States may not fix at
                      more than 20 °/o.
 ---pagebreak--- 31. 12.80                         Official Journal of the European Communities                                   No C 355/51
           3.2.8. If the issuer belongs to a group of undertakings, a brief description of the group and of the
                   issuer's position within it.
          3.2.9. Number, book value and nominal, value or, in the absence of a nominal value, the
               , accounting par value of any of its own shares which the issuer or another company in which
                   it has a direct or indirect holding of more than 50 % has acquired and is holding, if such
                   securities do not appear as a separate item on the balance sheet.
                                                             Chapter 4
                                          Information concerning the issuer's activities
          4.1.     The issuer's principal activities:
          4.1.0. Description of the issuer's principal activities, stating the main categories of products sold
                   and/or services performed.
                   Indication of any significant new products and/or activities.
          4.1.1. Breakdown of net turnover during the past three financial years by categories of activity and
                   into geographical markets insofar as, taking account of the manner in which the sale of
                   products and the provision of services falling within the issuer's ordinary activities are
                  organized, these categories and markets differ substantially from one another.
          4.1.2. Location and size of the issuer's principal establishments and summary information about
                  real estate owned. Any establishment which accounts for more than 10 % of turnover or
                  production shall be considered a principal establishment.
          4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as
                  significant, description of deposits, estimate of economically exploitable reserves and
                  expected period of working.
                  Indication of the periods and main terms of concessions and the economic conditions for
                  working them.
                  Indication of the progress of actual working.
          4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by
                  exceptional factors, that fact should be mentioned.
          4.2.    Summary information regarding the extent to which the issuer is dependent, if at all, on
                  patents or licences, industrial, commercial or financial contracts or new manufacturing
                  processes, where such factors are of fundamental importance to the issuer's business or prof-
                  itability.
          4.3.    Information concerning policy on the research and development of new products and
                  processes over the past three financial years, where significant.
          4.4.    Information on any legal or arbitration proceedings which may have or have had a
                  significant effect on the issuer's financial position in the recent past.
          4.5.    Information on any interruptions in the issuer's business which may have or have had a
                  significant effect on the issuer's financial position in the recent past.
          4.6.    Average numbers employed and changes therein over the past three financial years, if such
                  changes are material, with, if possible, a breakdown of persons employed by main categories
                  of activity.
          4.7.    Investment policy:
          4.7.0. Description, with figures, of the main investments made, including interests such as shares,
                  debt securities, etc., in other undertakings over the past three financial years and the months
                  already elapsed of the current financial year.
 ---pagebreak---                                             r
N o C 355/52                             Official J o u r n a l of t h e E u r o p e a n C o m m u n i t i e s        31.12.80
            4.7.1. Information concerning the principal investments being made with the exception of interests
                    being acquired in other undertakings.
                    Distribution of these investments geographically (home and abroad). •
                    Method of financing (internal or external).
            4.7.2. Information concerning the issuer's principal future investments, with the exception of
                    interests to be acquired in other undertakings on which its management bodies have already
                    made firm commitments.
                                                                  Chapter 5
                Information concerning the issuer's assets and liabilities, financial position and profits and losses
             5.1.    Accounts of the issuer:
             5.1.0. The last three balance sheets and profit and loss accounts drawn up by the company set out
                     as a comparative table. The notes on the annual accounts for the last financial year.
                     The draft prospectus must be filed with the competent authorities not more than 18 months
                     after the end of the financial year to which the last annual accounts published relate. The
                     competent authorities may extend that period in exceptional cases.
             5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in
                     the prospectus in accordance with heading 5.1.0.
                     If the issuer prepares both own and consolidated annual accounts, it shall include both sets
                     of accounts in the prospectus in accordance with heading 5.1.0. However, the competent
                     authorities may allow the issuer to include either the own or the consolidated annual
                     accounts, on condition that the accounts which are not included do not provide any
                     significant additonal information.
             5.1.2. The profit or loss per share of the issuing company, for the financial year, arising out of the
                     company's ordinary activities, after tax, for the latest three financial years, where the
                     company includes its own annual accounts in the prospectus.
                     Where the issuer includes only consolidated annual accounts in the prospectus, it shall
                     indicate the consolidated profit or loss per share, for the financial year, for the latest three
                     financial years. This information shall appear in addition to that provided in accordance with
                     the preceding subparagraph where the issuer also includes its own annual accounts in the
                     prospectus.
                     If in the course of the abovementioned period of three financial years the number of shares
                     in the issuing company has changed as a result, for example, of an increase or decrease in
                     capital or the rearrangement or splitting of shares, the profit or loss per share referred to in
                     the first and second paragraph above shall be adjusted to make them comparable; in that
                     event the adjustment formulae Used shall be disclosed.
             5.1.3. The amount of the dividend per share for the latest three financial years, adjusted, if
                     necessary, to make it comparable in accordance with the third subparagraph of heading
                     5.1.2.
             5.1.4. Where more than nine months have elpsed since the end of the financial year to which the
                     last published own annual and/or consolidated annual accounts relate, an interim financial
                     statement covering at least the first six months shall be included in the prospectus or
                     appended to it. If such an interim financial statement is unaudited, that fact must be stated.
                     Where the issuer prepares consolidated annual accounts, the competent authorities shall
                     decide whether the interim financial statement to be submitted must be consolidated or not.
                      Any significant change which has occurred since the end of the last financial year or the
                      preparation of the interim financial statement must be described in a note inserted in the
                      prospectus or appended thereto.
              5.1.5. If the own or consolidated annual accounts do not comply with the Council Directives on
                      undertakings' annual accounts and do not give a true and fair view of the issuer's assets and
                      liabilities, financial position and profits and losses, more detailed and/or additional infor-
                      mation must be given.
 ---pagebreak--- 31- 1 2 . 8 0                            Official J o u r n a l o f the E u r o p e a n C o m m u n i t i e s                N o C 355/53
               5.1.6. A table showing the sources and application of funds over the past three financial years.
               5.2.     Individual details listed below relating to the undertakings in which the issuer holds a prop-
                       ortion of the capital likely to have a significant effect on the assessment of its own assets and
                        liabilities, financial position or-profits and losses.
                       The items of information listed below must be given in any event for every undertaking in
                       which the issuer has a direct or indirect participating interest, if the book value of that
                       participating interest represents at least 10 °/o of the capital and reserves or accounts for at
                       least 10 % of the net profit or loss of the issuer or, in the case of a group, if the book value
                       of that participating interest represents at least 10 % of the consolidated net assets or
                       accounts for at least 10 % of the consolidated net profit or loss of the group.
                       The items of information listed below need not be given provided that the issuer proves that
                       its holding is of a purely provisional nature.
                       Similarly, the information required under points (e) and (f) may be omitted where the under-
                       taking in which a participating interest is held does not publish its annual accounts.
                       Pending subsequent* coordination of provisions relating to consolidated annual accounts, the
                       Member States may authorize the competent authorities to permit the omission of the infor-
                       mation prescribed in points (d) to (j) if the annual accounts of the undertakings in which the
                       participating interests are held are consolidated into the group annual accounts or if the
                       value attributable to the interest under the equity method is disclosed in the annual accounts,
                       provided that, in the opinion of the competent authorities, the omission of fhat information
                       is not likely to mislead the public with regard to the facts and circumstances, knowledge of
                      which is essential for the assessment of the security in question.
                      The information provided for under points (g) and (j) may be omitted if in the opinion of
                      the competent authorities, such omission does not mislead investors.
                       (a) Name and registered office of the undertaking.
                     • (b) Field of activity.
                       (c) Proportion of capital held.
                       (d) Issued capital.
                       (e) Reserves.
                       (f) Profit or loss arising out of ordinary activities, after tax, for the last financial year.
                      (g) Value at which the issuer is obliged to publish the prospectus shows shares held in its
                            accounts.
                      (h) Amount still to be paid up on shares held.
                       (i) Amount of dividends received in the course of the last financial year in respect of shares
                            held.
                       (j) Amount of the debts owed to and by the issuer with regard to the undertaking.
              5.3.    Individual details relating to the undertakings not referred to in heading 5.2 in which the
                      issuer holds at least 10 % of the capital. These details may be omitted when they are of
                      negligible importance for the purpose of the objective set in Article 5 of this Directive:
                      (a) name and registered office of the undertaking.
                      (b) proportion of capital held.
              5.4.    Where the prospectus comprises consolidated annual accounts, disclosure:
                      (a) of the consolidation principles applied. These shall be described explicitly where the
                          . Member State has no laws governing the consolidation of annual accounts or where such
                            principles are not in conformity with such laws or with a generally accepted method in
                            use in the Member State where the offer is made;
                      (b) of the names and registered offices of the undertakings included in the consolidation,
                            where that information is important for the purpose of assessing the assets and liabilities,
                            the financial position and the profits and losses of the issuer. It is-sufficient to distinguish
                            them by a sign in the list of undertakings of which details are required in heading 5.2;
 ---pagebreak--- N o C 355/54                          Official J o u r n a l of the E u r o p e a n C o m m u n i t i e s            31. 12.80
                   (c) for each of the undertakings referred to in (b):
                        — the total proportion of third-party interests, if annual accounts are consolidated
                            globally;
                       — the proportion of the consolidation calculated on the basis of interests, if consolida-
                           tion has been effected on a pro rata basis.
            5.5.   Where the issuer is a dominant undertaking forming a group with one or more dependent
                   undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and
                   group.
                   The competent authorities may permit the provision of that information for the issuer alone
                   or for the group alone, provided that the details which are not provided are not material.
            5.6.   If certain information provided for under Schedule A is given in the annual accounts
                   provided in accordance with this Chapter, it need not be repeated.
                                                              Chapter 6
                              Information concerning administration, management and supervision
           6.1.    Names, addresses and functions in the issuing company of the following persons and an
                   indication of the principal activities performed by them outside that company where these
                   are significant with respect to that company:
                   (a) members of the administrative, management or supervisory bodies;
                   (b) partners with unlimited liability, in the case of a limited partnership with a share capital;
                   (c) founders, if the company has been established for fewer than five years.
           6.2.    Interests of the members of the administrative, management and supervisory bodies in the
                   issuing company:
            6.2.0. Remuneration paid and benefits in kind granted, during the last completed financial year
                   under any heading whatsoever, and charged to overheads or the profit appropriation
                   account, to members of the administrative, management and supervisory bodies, these being
                   total amounts for each category of body.
                   The total remuneration paid and benefits in kind granted to all members of the
                   administrative, management and supervisory bodies of the issuer by all the dependent under-
                   takings with which it forms a group must be indicated.
           6.2.1. Total number of shares in the issuing company held by the members of its administrative,
                   management and supervisory bodies and options granted to them on the company's shares.
           6.2.2. Information about the nature and extent of the interests of members of the administrative,
                   management and supervisory bodies in transactions effected by the issuer which are unusual
                   in their nature or cerditions (such as purchases outside normal activity, acquisition or
                   disposal of fixed asset items) during the preceding financial year and the current financial
                   year. Where such unusual transactions were concluded in the course of previous financial
                   years and have not been definitively concluded, information on those transactions must also
                   be given.
            6.2.3. Total of all the outstanding leans granted by the issuer to the persons referred to in heading
                   6.1 (a) and also of any guarantees provided by the issuer for their benefit.
            6.3.   Schemes for involving the staff in the capital of the issuer.
 ---pagebreak--- 31. 12.80                         Official Journal of the European Communities                                   N o C 355/55
                                                             Chapter 7
                          Information concerning the recent development and prospects of the issuer
           7.1.    Except in the event of a derogation granted by the competent authorities, general infor-
                   mation on the trend of the issuer's business since the end of the financial year to which the
                   last published annual accounts relate, in particular:
                   — the most significant recent trends in production, sales and stocks and the state of the
                       order book, and
                   — recent trends- in costs and selling prices.
           7.2.    Except in the event of a derogation granted by the competent authorities, information on the
                   issuer's prospects for at least the current financial year. •
                                                         SCHEDULE B
          LAYOUT FOR T H E PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE T O
                                           T H E PUBLIC O F DEBT SECURITIES
                                                            Chapter 1
                 Information concerning those responsible for the prospectus and the auditing of accounts
          1.1.    Names and addresses of the natural or legal persons responsible for the prospectus or, as the
                  case may be, for certain parts of it with, in the latter case, an indication of those parts.
          1.2.    Declaration by those responsible, as referred to in heading 1.1, that, to the best of their
                  knowledge, the information given iiv that part of the prospectus for which they are
                  responsible is in accordance with the facts and contains no omissions likely to affect the
                  import of the prospectus.
          1.3.    Names, addresses and qualifications of the official auditors who have audited the annual
                  accounts for the preceding three financial years in accordance with national law.
                  Statement that the annual accounts have been audited. If audit reports on the annual
                  accounts have been refused by the official auditors or if they contain qualifications, such
                  refusal or such qualifications must be reproduced in full and the reasons given.
                  Indication of other information in the prospectus which has been audited by the auditors.
                                                            Chapter 2
            Information concerning loans and the offer for subscription or sale to the public of debt securities
          2.1.    Conditions of the loan:
          2.1.0. The nominal amount of the loan; if this amount is not fixed, a statement to this effect must
                  be made.
                  The nature, number and numbering of the debt securities and the denominations.
 ---pagebreak--- N o C 355/56                           Official J o u r n a l of the E u r o p e a n Communities                  31. 12.80
           2.1.1. Except in the case of continuous issues, the issue and redemption prices and the nominal
                   interest rate; if several interest rates are provided for, an indication of the conditions for
                   changes in the rate.
           2.1.2. Procedures for the allocation of any other advantages; the method of calculating such
                   advantages.
           2.1.3. Tax on the income from the debt securities withheld at source in the country of origin
                   and/or the country where the offer is made.
                   Indication as to whether the issuer assumes responsibility for the withholding of tax at
                   source.
           2.1.4. Arrangements for the amortization of the loan, including the repayment procedures.
            2.1.5. The financial organizations which are the paying agents of the issuer in the Member State
                   where the offer takes place.
           2.1.6. Currency of the loan; if the loan is denominated in units of account, the contractual status
                   of these; currency option.
            2.1.7. Time limits:
                    (a) period of the loan and any interim due dates;
                   (b) the date from which interest becomes payable and the due dates for interest;
                   (c) the time limit on the validity of claims to interest and repayment of principal;
                    (d) procedures and time limits for delivery of the debt securities, possible creation of pro-
                        visional certificates.
            2.1.8. Except in the case of continuous issues, an indication of yield. The method whereby that
                   yield is calculated shall be described in summary form.
           2.2.    Legal information:
           2.2.0. Indication of the resolutions, authorizations and approvals by virtue of which the debt
                   securities have been or will be created and/or issued.
                   Type of operation and amount thereof.
                   Number of debt securities which have been or will be created and/or issued, if pre-
                   determined.
           2.2.1. Nature and scope of the guarantees, sureties and commitments intended to ensure that the
                   loan will be duly serviced as regards both the repayment of the debt securities and the
                   payment of interest.
                   Indication of the places where the public may have access to the texts of the contracts
                   relating to these guarantees, sureties and commitments.
            2.2.2. Organization of trustees or of any other representation for the body of debt security holders.
                   Name and function and description and head office of the representative of the debt security
                   holders, the main conditions of such representation and in particular the conditions under
                   which the representative may be replaced.
                   Indication of where the public may have access to the contracts relating to these forms of
                   representation.
            2.2.3. Mention of clauses subordinating the loan to other debts of the issuer already contracted or
                   to be contracted.
            2.2.4. Indication of the legislation under which the debt securities have been created and-of the
                   courts competent in the event of litigation.
            2.2.5. Indication as to whether the debt securities are registered or bearer.
            2.2.6. Any restrictions on the free transferability of the debt securities.
           2.3.    Information concerning the offer for subscription or sale to the public:
           2.3.0. The stock exchanges where admission to official listing is or will be sought.
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           2.3.1. Names, addresses and description of the natural or legal persons underwriting or
                   guaranteeing the issue for the issuer. Where not all of the issue is underwritten or
                   guaranteed, statement of the portion not covered.
          2.3.2. If the issue was or is be|ng made simultaneously on the markets of two or more States and if
                   a tranche has been or is being reserved for certain of these, indication of any such tranche.
          2.4.     Information concerning the issue of the debt securities being offered to the public:
          2.4.0. The procedure for the exercise of any right of pre-emption; the negotiability of subscription
                   rights; the treatment of subscription rights not exercised.
          2.4.1. Method of payment of the issue or offer price.
          2.4.2. Except in the case of continuous debt security issues, period of the opening of the issue or
                   offer and any possibilities of early closure.
          2.4.3. Indication of the organizations responsible for receiving the public's subscriptions.
          2.4.4. Reference, where necessary, to the fact that the subscriptions may be reduced.
          2.4.5. Except in the case of continuous debt security issues, indication of the net proceeds of the
                   loan.
          2.4.6. Purpose of the issue and intended application of its proceeds.
                                                           Chapter 3
                                      General information about the issuer and its capital
          3.1.     General information about the issuer:
          3.1.0. Name, registered office and principal administrative establishment if different from the
                   registered office.
          3.1.1. Date of incorporation and the length of life of the issuer, except where indefinite.
          3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that
                   legislation.
          3.1.3. Indication of the issuer's objects and reference to the clause in the memorandum of
                  association in which they are described.
          3.1.4. Indication of the register and of the entry number therein.
          3.1.5. Indication of where the documents concerning the issuer which are referred to in the pros-
                  pectus may be inspected.
          3.2.    General information about capital:
          3.2.0. The amount of the issued capital and the number and classes of the securities of which it is
                  composed with details of their principal characteristics.
                  The part of the issued capital still to be paid up, with an indication of the number, or total
                  nominal value, and the type of securities not yet fully paid up, broken down where
                  applicable according to the extent to which they have been paid up.
          3.2.1. The amount of any convertible debt securities, exchangeable debt securities or debt securities
                  with warrants, with an indication of the conditions governing and the procedures for
                  conversion, exchange or subscription.
          3.2.2. If the issuer belongs to a group of undertakings, a brief description of the group and of the
                  issuer's position within it.
          3.2.3. Number, book value and nominal value or, in the absence of a nominal value, the
                  accounting par value of any of its own shares which the issuer or another company in which
                  the issuer has a direct or indirect holding of more than 50 % has acquired and is holding, if
                  such securities do not appear as a separate item on the balance sheet, insofar as they
                  represent a significant part of the issued capital.
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                                                             Chapter 4
                                           Information concerning the issuer's activities
           4.1.     The issuer's principal activities:
           4.1.0. Description of the issuer's principal activities, stating the main categories of products sold
                    and/or services performed.
                    Indication of any significant new products and/or activities.
           4.1.1. Net turnover during the past two financial years.
           4.1.2. Location and size of the issuer's principal establishments and summary information about
                    real estate owned. Any establishment which accounts for more than 10 % of turnover or
                    production shall be considered a principal establishment.
           4.1.3. For mining, extraction of hydrocarbons, quarrying ^ and similar activities insofar as
                    significant, description of deposits, estimate of economically exploitable reserves and
                    expected period of working.
                    Indication of the periods and main terms of concessions and the economic conditions for
                    working them.
                    Indication of the progress of actual working.
            4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by
                    exceptional factors, that fact should be mentioned.
           4.2.     Summary information regarding the extent to which the issuer is dependent, if at all, on
                    patents or licences, industrial, commercial or financial contracts or new manufacturing
                    processes, where such factors are of fundamental importance to the issuer's business or prof-
                    itability.
            4.3.    Information on any legal or arbitration proceedings which may have or have had a
                    significant effect on the issuer's financial position in the recent past.
            4.4.    Investment policy:
            4.4.0. Description, with figures, of the main investments made, including interests such as shares,
                    debt securities, etc., in other undertakings, over the past three financial years and the months
                    already elapsed of the current financial year.
            4.4.1. Information concerning the principal investments being made with the exception of interests
                    being acquired in other undertakings.
                    Distribution of these investments geographically (home and abroad).
                     Method of financing (internal or external).
            4.4.2. Information concerning the issuer's principal future investments, with the exeption of
                     interests to be aquired in other undertakings, on which its management bodies have already
                     made firm commitments.
                                                              Chapter 5
                Information concerning the issuer's assets and liabilities, financial position and profits and losses
            5.1.     Accounts of the issuer:
            5.1.0. The last two balance sheets and profit and loss accounts drawn up by the issuer set out as a
                     comparative table. The notes on the annual accounts for the last financial year.
                     The draft prospectus must be filed with the competent authorities not more than 18 months
                     after the end of the financial year to which the last annual accounts published relate. The
                     competent authorities may extend that period in exceptional cases.
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          5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in
                 the prospectus in accordance with heading 5.1.0.
                 If the issuer prepares both own and consolidated annual accounts, it shall include both sets
                 of accounts in the prospectus in accordance with heading 5.1.0. However, the competent
                 authorities may allow the issuer to include either the own or the consolidated annual
                 accounts, on condition that the accounts which are not included do not provide any
                 significant additional information.
          5.1.2. Where more than nine months have elapsed since the end of the financial year to which the
                 last published own annual and/or consolidated annual accounts relate, an interim financial
                 statement covering at least the first six months shall be included in the prospectus or
                 appended to it. If the interim financial statement is unaudited, that fact must be stated.
                 Where the issuer prepares consolidated annual accounts, the competent authorities shall
                 decide whether the interim financial statement to be submitted must be consolidated or not.
                  Any significant change which has occurred since the end of the last financial year or the
                  preparation of the aforementioned interim financial statement must be described in a note
                  inserted in or appended to the prospectus.
          5.1.3. If the own annual or consolidated annual accounts do not comply with the Council
                  Directives on undertakings' annual accounts and do not give a true and fair view of the
                  issuer's assets and liabilities, financial position and profits and losses, more detailed and/or
                  additional information must be given.
          5.1.4. Indication as at the most recent date possible (which must be stated) of the following, if
                  material:
                 — the total amount of any loan capital outstanding, distinguishing between loans
                      guaranteed (by the provision of security or otherwise, by the issuer or by third parties)
                      and loans not guaranteed,
                 — the total amount of all other borrowings and indebtedness in the nature of borrowing,
                      distinguishing between guaranteed and unguaranteed borrowings and debts,
                 — the total amount of any contingent liabilities.
                 An appropriate negative statement shall be given, where appropriate, in the absence of any
                 such loan capital, borrowings and indebtedness and contingent liabilities.
                 If the issuer prepares consolidated annual accounts, the principles laid down in heading 5.1.1
                 shall apply.
                 As a general rule, no account should be taken of liabilities between undertakings within the
                 same group, a statement to that effect being made if necessary.
          5.1.5. A table showing the sources and application of funds over the past three financial years.
          5.2.   Individual details listed below relating to the undertakings in which the issuer holds a pro-
                 portion of the capital likely to have a significant effect on the assessment of its own assets
                 and liabilities, financial position or profits and losses.
                 The items of information listed below must be given in any event for every undertaking in
                 which the issuer has a direct or indirect participating interest, if the book value of that
                 participating interest represents at least 10 % of the capital and reserves or accounts for at
                 least 10 % of the net profit or loss of the issuer, or in the case of a group, if the book value
                 of that participating interest represents at least 10 % of the consolidated net assets or
                 accounts for at least 10 % of the consolidated net profit or loss of the group.
                 The items of information listed below need not be given provided that the issuer proves that
                 its holding is of a purely provisional nature.
                  Similarly, the information required under points (e) and (f) may be omitted where the under-
                 taking in which a participating interest is held does not publish its annual accounts.
                 Pending coordination of provisions relating to consolidated annual accounts, the Member
                 States may authorize the competent authorities to permit the omission of the information
                 prescribed in points (d) to (h) if the annual accounts of the undertakings in which the the
                 participating interests are held are consolidated into the group annual accounts or if the
                 value attributable to the interest under the equity method is disclosed in the annual accounts,
                 provided that in the opinion of the competent authorities, the omission of that information is
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                 not likely to mislead the public with regard to the facts and circumstances knowledge of
                 which is essential for the assessment of the security in question.
                 (a) Name and registered office of the undertaking;
                 (b) field of activity;
                 (c) proportion of capital held;
                 (d) issued capital;
                 (e) reserves;
                 (f) profit or loss arising out of ordinary activities, after tax, for. the last financial year;
                 (g) amount still to be paid up on shares held;
                 (h) amount of dividends received in the course of the last financial year in respect of shares
                       held.
            5.3. When the prospectus comprises consolidated annual accounts, disclosure:
                 (a) of the consolidation principles applied. These shall be described explicitly .where the
                      Member State has no laws governing the consolidation of annual accounts or where such
                      principles are not in conformity with such laws or with a generally accepted method in
                      use in the Member State where the offer is made;                                            \
                 (b) of the names and registered offices of the undertakings included in the consolidation,
                      where that information is important for the purpose of assessing the assets and liabilities,
                      the financial position and the profits and losses of the issuer. It is sufficient to distinguish
                      them by a sign in the list of companies for which details are required in heading 5.2;
                 (c) for each of the undertakings referred to in (b):
                      — the total proportion of third-party interests, if annual accounts are consolidated
                          globally;
                      — the proportion of the consolidation calculated on the basis of interests, if
                          consolidation has been effected on a pro rata basis.
            5.4. Where the issuer is a dominant undertaking forming a group with one or more dependent
                 undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and-
                 group.
                 The competent authorities may permit the provision of that information for the issuer alone
                 or for the group alone, provided that the details which are not provided are not material.
            5.5. If certain information provided for under Schedule B is given in the annual accounts
                 provided in accordance with this Chapter, it need not be repeated.
                                                              Chapter 6
                             Information concerning administration, management and supervision
            6.1.  Names, addresses and functions in the issuing undertaking of the following persons, and an
                  indication of the principal activities performed by them outside that undertaking where these
                  are significant with respect to that undertaking:
                  (a) members of the administrative, management or supervisory bodies;
                  (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
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                                                           Chapter 7
                        Information concerning die recent development and prospects of the issuer
           7.1.  Except in the event of a derogation granted by the competent authorities, general infor-
                 mation on the trend of the issuer's business since the end of the financial year to which the
                 last published annual accounts relate, in particular:
                 — the most significant recent trends in production, sales and stocks and the state of the
                     order book; and
                 — recent trends in costs and selling prices.
           7.2.  Except in the event of a derogation granted by the competend authorities, information on
                 the issuer's prospects for at least the current financial year.
                                                       SCHEDULE C
          LAYOUT FOR T H E PROSPECTUS FOR AN OFFER FOR SUBSCRIPTION OR SALE T O
                           T H E PUBLIC O F CERTIFICATES REPRESENTING SHARES
                                                          Chapter 1
                                           General information about the issuer
          1.1.  Name, registered office and principal administrative establishment if different from the
                registered office.
          1.2.  Date of incorporation and length of life of the issuer, except where indefinite.
          1.3.  Legislation under which the issuer operates and legal form which it has adopted under that
                legislation,
          1.4.  The amount of the issued capital and the number and classes of the securities of which it is
                composed with details of their principal characteristics.
                The part of the issued capital still to be paid up, with an indication of the number, or total
                nominal value, and the type of the securities not yet fully paid up, broken down where
                applicable according to the extent to which they have been paid up.
          1.5.  Indication of the principal holders of the capital.
          1.6.  Names, addresses and functions in the issuing body of the following persons, and an
                indication of the principal activities performed by them outside that body where these are
                significant with respect to that body, and also the functions held.
                (a) members of the administrative, management or supervisory bodies;
                (b) partners with unlimited liability, in the case of a limited partnership with a share capital.
          1.7.  The company's objects. If the issue of certificates representing shares is not the sole object of
                the company, the nature of its other activities must be described, those of a purely trustee
                nature being dealt with separately.
 ---pagebreak--- N o C 355/62                            Official J o u r n a l of the E u r o p e a n C o m m u n i t i e s         31.12.80
            1.8.    A summary of the annual accounts relating to the last completed financial year.
                    Where more than nine month have elapsed since the end of the last financial year to which
                    the last published own annual and/or consolidated annual accounts relate, an interim
                    financial statement covering at least the first six months shall be included in the prospectus
                    or appended to it. If the interim financial statement is unaudited, that fact must be stated.
                    Where the issuer prepares consolidated annual accounts, the competent authorities shall
                    decide whether the interim financial statement to be submitted must be consolidated or not.
                    Any significant change which has occurred since the end of the last financial year or the
                    preparation of the interim financial statement must be described in a note inserted in the
                    prospectus or appended thereto.
                                                                Chapter 2
                                            Information on the certificates themselves
            2.1.    Legal status:
                    Indication of the rules governing the issue of the certificates and mention of the date and
                    place of their publication.
             2.1.0. Exercise of and benefit from the rights attaching to the original securities, in particular
                    voting rights — conditions on which the issuer of the certificates may exercise such rights,
                     and measures envisaged to obtain the instructions of the certificate holders — and the right
                     to share in profits and any liquidation surplus.
             2.1.1. Bank or other guarantees attached to the certificates and intended to underwrite the issuer's
                     obligations.
             2.1.2. Possibility of obtaining the conversion of the certificates into original securities and
                     procedure for such conversion.
             2.2.   The amount of the commissions and costs to be borne by the holder in connection with:
                     — the issue of the certificate;
                     — the payment of the coupons;
                     — the creation of additional certificates;
                     — exchange of the certificates for original securities.
             2.3.    Transferability of the certificates:
                     (a) The stock exchanges where admission to official listing is, or will be, sought;
                     (b) Any restrictions on the free transferability of the certificates.
             2.4.    Indication of the tax arrangements with regard to any taxes and charges to be borne by the
                     holders and levied in the countries where the certificates are issued.
             2.5.    Indication of the legislation under which the certificates have been created and of the courts
                     competent in the event of litigation.