CELEX: 51994PC0033
Language: en
Date: 1994-02-15
Title: Amended proposal for a EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE AMENDING DIRECTIVE 80/390/EEC CO-ORDINATING THE REQUIREMENTS FOR THE DRAWING UP, SCRUTINY AND DISTRIBUTION OF THE LISTING PARTICULARS TO BE PUBLISHED FOR THE ADMISSION OF SECURITIES TO OFFICIAL STOCK-EXCHANGE LISTING, WITH REGARD TO THE OBLIGATION TO PUBLISH LISTING PARTICULARS

COMMISSION OF THE EUROPEAN COMMUNITIES
                                             C0M(94) 33 final - COD 451
                                             Brussels, 15.02.1994
                           Amended proposal for a
                 EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE
       AMENDING DIRECTIVE 80/390/EEC CO-ORDINATING THE
       REQUIREMENTS FOR THE DRAWING UP, SCRUTINY AND
 DISTRIBUTION OF THE LISTING PARTICULARS TO BE PUBLISHED FOR
   THE ADMISSION OF SECURITIES TO OFFICIAL STOCK-EXCHANGE
  LISTING, WITH REGARD TO THE OBLIGATION TO PUBLISH LISTING
                             PARTICULARS
        (presented by the Commission pursuant to Article 189 A (2)
                             of the EC-Treaty)
 ---pagebreak---                                                                                               I
                                EXPLANATORY MEMORANDUM
   I.    GENERAL CONSIDERATIONS
         1. On 23 December 1992 the Commission adopted a proposal for a Directive1
             amending Directive 80/390/EEC (Listing Particulars). It was sent to the Council
             by letter dated 23 December 1992.
             The Council immediately forwarded this text to Parliament and to the Economic
            and Social Committee, and on 23 March 1993 it began to examine the proposal.
        2. The Economic and Social Committee unanimously adopted an opinion on the
            Commission proposal at its 305th plenary meeting which took place in Brussels
            on 28 April 19932. For the Committee the proposal is the logical evolution of the
            original directive.
        3. The European Parliament adopted the legislative resolution embodying the
            opinion of Parliament on the Commission proposal at its sitting of 15 December
            19933. The Parliament's opinion contains four amendments as discussed below.
       4. The amended proposal has been drafted to take account of the outcome of the
            consultation of these two institutions. It also contain some modifications
            resulting from the EU-Treaty and more in particular from its Article 189B (co-
            decision).
 1
      OJ No C 23, 27.01.1993, p. 6.
2
      OJ No C 161r 14.06.1993. p. 31.
3
      PE 177-122 - Minutes of the sitting of Wednesday, 15 December 1993.
 ---pagebreak--- n  COMMENTS ON PARLIAMENTS AMENDMENTS
  The European Parliament has suggested four amendments to the initial proposal. As
  explained below, two of them are folly accepted by the Commission, one is partially
  accepted, and the other one is rejected.
   1 Amendment 1 states that recital 12, which allows Member States to establish
     minimum quantitative criteria to benefit from the proposal, must be deleted
     mainly because quantitative criteria are not inserted in the body of the directive.
     The Commission agrees to mis suggestion. However, the Commission is still
     convinced that, in practice, given the nature of the subject matter, additional
     criteria, and more specifically quantitative criteria, may have to be imposed by
     Member States as part of the "forms and methods" chosen to achieve the results
     envisaged by the directive. This is also the approachfollowedby the Federation
     of European Stock Exchanges to select the companies which would be admitted
     to the EUROLIST project to become multi-listed in the Community.
  2. Amendment 2 suggests that Article l(l)4(dXi) second indent had to require the
     details of any recent change or development and not only those which are
     significant. An equivalent suggestion is also made by the Economic and Social
     Committee.
     The Commission disagrees with these suggestions because, on the one hand, it
     may become too cumbersome for the issuers and, on the other hand, the
     experience shows that investors are interested only in those modifications or
     events which have a minimum of importance. The same principle is followed in
     Article 23 of the original directive.
 ---pagebreak--- 3. Amenéaient3 suggests introducmg in Article l(l)4(dXi) four* indent, a degree             y
   of objectivity in the definitions of the omissions likely to afifeot the importer, ce of
   the document to be supplied to investors.
   The Commission accepts this suggestion because, by stating expfcckly what is
   implicit m the text, it remains in the same direction as the initial proposal.
4. Amendment 4 suggests that before being listed, banks and similarfirmswould
   have to provide investors with statements and opinions produced by auditors and
   advisors. In addition such statements and opinions would have to refer to the
   immediate standing of the business.
   The Commission can only accept partially such a suggestion (new Article
    l(l)4(d)(iv)). The Commission can only accept that issuers provide investors
   with the reports of the auditors on the last published annual accounts. Moreover,
   such reports will have to be provided not only by banks and similarfirms,but
   also by all kind of issuers. The reason why such reports are not explicitly
   requested in the initial proposal is that they are usually inserted in the annual
   reports.
   The idea of requesting the reports on the immediate standing of the business is
   unacceptable because such a tough measure is not included in the original
   directive (80/390/EEC) and therefore does not fit in well with the new directive,
   which tries to simplify the existing requirements.
 ---pagebreak---                                       COMMISSION
  Amended proposal for a European Parliament and Council Directive amending
Directive 80/390/EEC coordinating the requirements for the drawing up, scrutiny
    and distribution of the listing particulars to be published for the admission of
securities to ofiicial stock exchange listing, with regard to the obligation to publish
                                    listing particulars
              INITIAL PROPOSAL                           AMENDED PROPOSAL
   THE COUNCIL OF THE EUROPEAN THE EUROPEAN PARLIAMENT AND
   COMMUNITIES,                                  THE COUNCIL OF THE EUROPEAN
                                                 UNION.
   Having regard to the Treaty establishing Having regard to the Treaty establishing
   the European Economic Community , and the European Community, and in
   in particular Article 54 thereof              particular Article 54 thereof
  Having regard to the proposal of the                           Unchanged
   Commission,
  In cooperation        with    the  European                      Deleted
  Parliament,
  Having regard to the opinion of the                            Unchanged
  Economic and Social Committee,
                    Recital 12
  Whereas Member States may find it useful                         Deleted
  to set an objective minimum quantitative
  threshold, such as the current equity
  market capitalization, which issuers must
  meet in order to become eligible to benefit
  from Article 6 of'Directive 80/390/EEC;
 HAS ADOPTED THIS DIRECTIVE                     HAVE ADOPTED THIS DIRECTIVE :
 ---pagebreak---           INITIAL PROPOSAL                           AMENDED PROPOSAL                    c
     Article 1(1) 4(d)(i) fourth indent          Article 1(1) 4(d)(i) fourth indent
- a declaration by the persons responsible   - a declaration by the persons responsible
for the information given in accordance      for the information given in accordance
with the preceding indents that such         with the preceding indents that such
information is in accordance with the facts information is in accordance with the facts
and contains no omissions likely to affect  and contain no omissions which, viewed
the import of the document;                 objectively, are likely to affect the import
                                            of the documents;
       Article 1(1) 4(d)(iv) - (new)                Article 1(1) 4(d)(iv) - (new)
                                            any reports concerning the last published
                                            annual accounts by the official auditors
                                            required by the national law of the
                                            Member State within the territory of
                                            which the issuer's registered office is
                                            situated.
                Signatures                                   Signatures
Done in Brussels,                           Done in Brussels,
For the Council,                            For the European Parliament.
the President                               the President
                                            For the Council,
                                            the President
 ---pagebreak---                                                                      ISSN 0254-1475
                                                               COM (94) 33 final
                                                      DOCUMENTS
EN                                                                         16 09
                                 Catalogue number : CB-CO-94-039-EN-C
                                                             ISBN 92-77-65047-8
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