S.I. No. 282/1984 - European Communities (Stock Exchange) Regulations, 1984

S.I. No. 282 of 1984.

EUROPEAN COMMUNITIES (STOCK EXCHANGE) REGULATIONS, 1984.

I, JOHN BRUTON, Minister for Industry, Trade, Commerce and Tourism, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972), and for the purpose of complying with the provisions of Council Directive No. 79/279/EEC of the 5th day of March, 1979^1, Council Directive No. 80/390/EEC of the 17th day of March, 1980^2, and Council Directive No. 82/121/EEC of the 15th day of February, 1982^3, hereby make the following regulations:

^1O.J. No. L 66, 16.3.1979, pp. 21-32.

^2O.J. No. L 100, 17.4.1980, pp. 1-26.

^3O.J. No. L 48, 20.2.1982, pp. 26-29.

1 Citation, commencement and construction.

1.

1. (1) These Regulations may be cited as the European Communities (Stock Exchange) Regulations, 1984.

• (2) These Regulations shall come into operation on the 1st day of January, 1985.

• (3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1983.

2 Interpretation.

2.

2. (1) In these Regulations —

"the Admissions directive" means Council Directive No. 79/279/EEC of the 5th day of March, 1979^1;

^1O.J. No. L 66, 16.3.1979, pp. 21-32.

"admission to official listing" means the admission of securities to the Official List — Irish of The Stock Exchange and "official listing" shall be construed accordingly;

"the Council" means the Council of the Stock Exchange;

"the directives" means the Admissions directive, the Interim Reports directive and the Listing Particulars directive;

"the Interim Reports directive" means Council Directive No. 82/121/EEC of the 15th day of February, 1982^3;

^3O.J. No. L 48, 20.2.1982, pp. 26-29.

"the Irish Stock Exchange" (except in the definition of "The Stock Exchange") means the Committee of the Irish Unit of The Stock Exchange;

"the Listing Particulars directive" means Council Directive No. 80/390/EEC of the 17th day of March, 1980^2;

^2O.J. No. L 100, 17.4.1980, pp. 1-26.

"the Minister" means the Minister for Industry, Trade, Commerce and Tourism;

"the registrar of companies" means the officer performing the duty of registration of companies under the Companies Acts, 1963 to 1983;

"The Stock Exchange" means The Stock Exchange established under the Deed of Settlement dated the 31st day of December, 1875, as amended by special resolutions and in particular by the special resolution of the 29th day of February, 1972 passed to facilitate the amalgamation of the Irish Stock Exchange, the Stock Exchange, London and the other stock exchanges constituting the Federation of Stock Exchanges in Great Britain and Ireland.

• (2) Reference to an Article or other provision of any of the directives shall be taken as a reference to that Article or that provision as set out in the First Schedule to these Regulations.

• (3) A word or expression that is used in these Regulations and is also used in any of the directives shall, unless the contrary intention appears, have in these Regulations the same meaning as it has in the directive in which it is used.

3 Application of directives.

3.

3. (1) Subject to the provisions of these Regulations, the requirements of the directives relating to—

( a ) the conditions for the admission of securities to official listing,

( b ) the obligations imposed on the issuers of securities admitted to official listing, and

( c ) interim reports and the obligations of companies the shares of which are admitted to official listing,

shall have effect and be applied accordingly.

• (2) Nothing in these Regulations shall operate so as to prevent the Irish Stock Exchange from imposing—

( a ) conditions for the admission of securities to official listing, or

( b ) obligations on the issuers of securities admitted to official listing,

which are more stringent than or additional to the requirements of the directives:

Provided that any conditions or obligations so imposed—

• (i) apply generally for all issuers or for particular classes of issuers,

• (ii) are published, in the case of more stringent or additional conditions, before application for admission of such securities is made, and

• (iii) are not otherwise inconsistent with, or imposed in a manner inconsistent with, any provision of the directives.

• (3) Nothing in these Regulations shall affect or diminish any power of the Minister for Finance under an Act entitled An Act for the Better Regulation of Stockbrokers, 1799 (39 Geo. III C. 40 (IR) ).

4 Duty to prepare listing particulars.

4.

4. (1) The obligation referred to in Article 4.1 of the Listing Particulars directive shall be incumbent on the persons referred to in Article 4.2 of that directive.

• (2) In the event of non-compliance with or contravention of the obligation referred to in Article 4.1 of the Listing

Particulars directive, a person referred to in Article 4.2 of that directive shall not incur any liability by reason of the non-compliance or contravention if —

( a ) in relation to any matter not disclosed, he proves that he did not know it, or

( b ) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or

( c ) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of the court, having regard to all the circumstances of the case, reasonably to be excused.

• (3) Nothing in this Regulation shall be construed so as to limit or diminish any liability which any person may incur under the law of the State apart from these Regulations.

• (4) An issuer shall not be liable in damages by reason only of non-compliance with, or contravention of, the provisions of these Regulations (other than paragraph (1) of this Regulation): Provided that any such non-compliance or contravention does not give rise to any liability under any provision of the Companies Act, 1963 (No. 33 of 1963).

5 Optional powers conferred on Member States by directives.

5.

5. The Second Schedule to these Regulations shall have effect for the purpose of determining the manner in which the provisions of the directive shall apply for the purposes of these Regulations.

6 Offences.

6.

6. (1) The restrictions referred to in Article 19 of the Admissions directive and Article 25 of the Listing Particulars directive shall apply to all persons employed or formerly employed by the Irish Stock Exchange in the exercise of its functions as competent authority.

• (2) Any person who fails to comply with the provisions of paragraph (1) of this Regulation or who knowingly publishes any information required to be published by the directives which is false or misleading in any material respect shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.

• (3) Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other officer of that body, the director, manager, secretary, other officer or any person purporting to act in such a capacity shall be guilty of an offence.

• (4) Proceedings in relation to an offence under these Regulations may be brought and prosecuted by the Minister.

7 Establishment of competent authority.

7.

7. (1) The Irish Stock Exchange shall be the competent authority for the purposes of the directives and shall have all the powers required to be conferred on, or which the State is permitted to confer on, the competent authority by the directives.

• (2) The Irish Stock Exchange may arrange for the discharge of its functions as competent authority by any committee, sub-committee, officer or employee of the Irish Stock Exchange and nothing in this Regulation shall prevent the Irish Stock Exchange from being assisted in, or advised on, the discharge of these functions by any committee, sub-committee, officer or employee of the Council.

• (3) The Irish Stock Exchange shall, in the exercise of its functions as competent authority, have power to sue and be sued under the name and style "the Committee of the Irish Unit of The Stock Exchange".

8 Liability of competent authority.

8.

8. (1) Neither the Irish Stock Exchange nor any person referred to in Regulation 7(2) of these Regulations shall be liable in damages by reason only of non-compliance with or contravention of any obligation imposed by or by virtue of these Regulations, nor shall they be so liable in respect of anything done or omitted to be done by them in connection with the exercise by the Irish Stock Exchange of its functions as competent authority unless the act or omission complained of was done or omitted to be done in bad faith.

• (2) No transaction shall be void or voidable by reason only of the fact that it was entered into in contravention of, or not in conformity with, these Regulations.

9 Office of competent authority.

9.

9. (1) For the purposes of the exercise of its functions as competent authority pursuant to these Regulations, the Irish Stock Exchange shall maintain and administer an office in the State.

• (2) The Irish Stock Exchange shall notify the Minister of the address and of any change in the address of such office.

• (3) Any document may be served on the competent authority by leaving it at or by sending it by post to the office maintained by the Irish Stock Exchange pursuant to paragraph (1) of this Regulation.

10 Application to High Court.

10.

10. (1) Where, in the exercise of its functions under these Regulations, the competent authority rejects an application for admission to official listing, or where it discontinues such a listing, the issuer of the securities may apply to the High Court in a summary manner to have such rejection or discontinuation reviewed.

• (2) Whenever an application to review a decision of the competent authority is brought to the High Court pursuant to paragraph (1) of this Regulation, the High Court shall confirm the decision of the competent authority unless it is satisfied that the procedures laid down by, or the requirements of, these Regulations or the directives have not been complied with in any material respect.

• (3) In any case where the High Court is satisfied that the procedures laid down by, or the requirements of, these Regulations or the directives have not been complied with in any material respect, the High Court may set aside the decision of the competent authority and in such case shall remit the matter to the competent authority who shall thereupon reconsider the matter and make a further decision in accordance with such procedures and requirements.

11 Annual report of competent authority.

11.

11. The Irish Stock Exchange shall report annually to the Minister on the exercise of its functions as competent authority in the State under the directives and under these Regulations and, in particular, the report shall inform the Minister of —

( a ) any amendment of its rules or revision of its procedures pursuant to the directives or otherwise, including any conditions imposed for the admission of securities to official listing or obligations imposed on the issuers of securities admitted to official listing, which are more stringent than, or additional to, the requirements of the directives,

( b ) the nature of all securities which are admitted to official listing,

( c ) the rejection of any application for admission to official listing,

( d ) the suspension or discontinuation of any official listing; and

( e ) any special arrangements which have been made with other Member States pursuant to Article 18 of the Admissions directive or Article 24 of the Listing Particulars directive.

12 Non-application of certain provisions of Companies Act, 1963 .

12.

12. (1) Where application has been made to the Irish Stock Exchange for admission to official listing and the relevant listing particulars have been approved of by the Irish Stock Exchange the provisions of this Regulation shall apply.

• (2) Notwithstanding the provisions of section 44 (3) or 361 (4) of the Companies Act. 1963, a form of application for shares in or debentures of a company need not have attached to it a prospectus in the form required by that Act if the form of application is issued with a document which sets out the listing particulars approved of by the Irish Stock Exchange or indicates where such particulars can be obtained or inspected.

• (3) Where an offer for subscription or purchase of securities admitted to official listing is made in the manner referred to in paragraph (2) of this Regulation, the listing particulars shall be deemed to be a prospectus within the meaning of the Companies Act, 1963 , and in any such case the provisions of sections 43, 44 (1), 45, 47, 361 (1) (b), 361 (2), 362 and 364 of that Act shall not apply.

13 Registration of listing particulars.

13.

13. (1) On or before the date of publication of listing particulars in accordance with the directives, a copy of the listing particulars shall be delivered to the registrar of companies for registration.

• (2) Any document which is published as, or containing, listing particulars shall, in a clear and conspicuous manner, state that a copy of those listing particulars has been delivered for registration as required by paragraph (1) of this Regulation.

• (3) If any document to which paragraph (2) of this Regulation refers is published without a copy of the relevant listing particulars having been delivered under this Regulation to the registrar of companies, the issuer and every person who is knowingly a party to the publication of the listing particulars shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.

14 Saving of other duties of issuers.

14.

14. It is hereby declared, for the avoidance of doubt, that, save as provided by Regulations 12 and 13 of these Regulations, nothing in this instrument shall affect any obligation on issuers of securities admitted to official listing imposed, or to be imposed, by or under any other enactment.

FIRST SCHEDULE

Regulation 2

Directives

The Admissions directive

COUNCIL DIRECTIVE

of 5 March 1979

coordinating the conditions for the admission of securities to official stock exchange listing

(79/279/EEC)

THE COUNCIL OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 54 (3) (g) and 100 thereof,

Having regard to the proposal from the Commission^1,

^1O.J. No. C56,10.3.1976, p.3.

Having regard to the opinion of the European Parliament^2,

^2O.J. No. C238,11.10.1976, p.38.

Having regard to the opinion of the Economic and Social Committee^3,

^3O.J. No. C204,30.8.1976, p.5.

Whereas the coordination of the conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States is likely to provide equivalent protection for investors at Community level, because of the more uniform guarantees offered to investors in the various Member States; whereas it will facilitate both the admission to official stock exchange listing, in each such State, of securities from other Member States and the listing of any given security on a number of stock exchanges in the Community; whereas it will accordingly make for greater interpenetration of national securities markets and therefore contribute to the prospect of establishing a European capital market;

Whereas such coordination must therefore apply to securities, independently of the legal status of their issuers, and must therefore also apply to securities issued by non-member States or their regional or local authorities or international public bodies; whereas this Directive therefore covers entities not covered by the second paragraph of Article 58 of the Treaty and goes beyond the scope of Article 54 (3) (g) while directly affecting the establishment and functioning of the common market within the meaning of Article 100;

Whereas there should be the possibility of a right to apply to the courts against decisions by the competent national authorities in respect of the application of this Directive, although such right to apply must not be allowed to restrict the discretion of these authorities;

Whereas, initially, this coordination should be sufficiently flexible to enable account to be taken of present differences in the structures of securities markets in the Member States and to enable the Member States to take account of any specific situations with which they may be confronted;

Whereas, for this reason, coordination should first be limited to the establishment of minimum conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States, without however giving issuers any right to listing;

Whereas, this partial coordination of the conditions for admission to official listing constitutes a first step towards subsequent closer alignment of the rules of Member States in this field.

HAS ADOPTED THIS DIRECTIVE:

SECTION I

General provisions

Article 1

— units issued by collective investment undertakings other than the closed-end type.

— securities issued by a Member State or its regional or local authorities.

Article 2

For the purposes of applying this Directive:

( a ) collective investment undertakings other than the closed-end type shall mean unit trusts and investment companies:

— the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk spreading, and

— the units of which are, at the request of holders, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. Action taken by such undertakings to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption;

( b ) units shall mean securities issued by collective investment undertakings as representing the rights of participants in the assets of such undertakings;

( c ) European unit of account shall mean the unit of account as defined in Article 10 of the Financial Regulation of 21 December 1977 applicable to the general budget of the European Communities^1.

^1O.J. No. L 356, 31.12.1977, p. 1.

Article 3

Member States shall ensure that:

— securities may not be admitted to official listing on any stock exchange situated or operating within their territory unless the conditions laid down by this Directive are satisfied, and that

— issuers of securities admitted to such official listing, whether admission takes place before or after the date on which this Directive is implemented, are subject to the obligations provided for by this Directive.

Article 4

Article 5

Article 6

Member States may not make the admission to official listing of securities issued by companies or other legal persons which are nationals of another Member State subject to the condition that the securities must already have been admitted to official listing on a stock exchange situated or operating in one of the Member States.

Article 7

Any derogations from the conditions for the admission of securities to official listing which may be authorized in accordance with Schedules A and B must apply generally for all issuers where the circumstances justifying them are similar.

Article 8

Member States may decide not to apply the conditions set out in Schedule B and the obligations set out in A (4) (a) and (c) of Schedule D in respect of applications for admission to official listing of debt securities issued by companies and other legal persons which are nationals of a Member State and which are set up by, governed by or managed pursuant to a special law where repayments and interest payments in respect of those securities are guaranteed by a Member State or one of its federal states.

SECTION II

Authorities competent to admit securities to official listing

Article 9

Article 10

By way of derogation from Article 5, Member States may, solely in the interests of protecting the investors, give the competent authorities power to make the admission of a security to official listing subject to any special condition which the competent authorities consider appropriate and of which they have explicitly informed the applicant.

Article 11

The competent authorities may refuse to admit to official listing a security already officially listed in another Member State where the issuer fails to comply with the obligations resulting from admission in that Member State.

Article 12

Without prejudice to any other action or penalties which they may contemplate in the event of failure on the part of the issuer to comply with the obligations resulting from admission to official listing, the competent authorities may make public the fact that an issuer is failing to comply with those obligations.

Article 13

Article 14

Article 15

Article 16

Where an application for admission to official listing relates to certificates representing shares, the application shall be considered only if the competent authorities are of the opinion that the issuer of the certificates is offering adequate safeguards for the protection of investors.

SECTION III

Publication of the information to be made available to the public

Article 17

SECTION IV

Cooperation between Member States

Article 18

Article 19

SECTION V

Contact Committee

Article 20

• (a) without prejudice to Articles 169 and 170 of the EEC Treaty to facilitate the harmonized implementation of this Directive through regular consultations on any practical problems arising from its application and on which exchanges of view are deemed useful;

• (b) to facilitate the establishment of a concerted attitude between the Member States on the more stringent or additional conditions and obligations which, pursuant to Article 5 of this Directive, they may lay down at national level;

• (c) to advise the Commission, if necessary, on any supplements or amendments to be made to this Directive or on any adjustments to be made in accordance with Article 21.

Article 21

Where the opinion of the Committee is not in accordance with the draft of the measures envisaged by the Commission or where the Committee has not delivered an opinion within the required period, the Commission shall without delay lay before the Council, which shall act by qualified majority, a proposal concerning the measures to be taken.

Where the Council fails to act on the proposal within three months of its receipt, the measures proposed shall be adopted by the Commission.

SECTION VI

Final provisions

Article 22

This period shall be extended by one year in the case of Member States simultaneously introducing this Directive and the proposed Council Directive on the particulars to be published when securities issued by companies within the meaning of the second paragraph of Article 58 of the Treaty are admitted to official stock-exchange listing.

Article 23

This Directive is addressed to the Member States.

Done at Brussels, 5 March 1979.

For the Council

The President

J. FRANCOIS-PONCET

ANNEX

SCHEDULE A CONDITIONS FOR THE ADMISSION OF SHARES TO OFFICIAL LISTING ON A STOCK EXCHANGE

I. Conditions relating to companies for the shares of which admission to official listing is sought

The legal position of the company must be in conformity with the laws and regulations to which it is subject, as regards both its formation and its operation under its statutes.

The foreseeable market capitalization of the shares for which admission to official listing is sought or, if this cannot be assessed, the company's capital and reserves, including profit or loss from the last financial year, must be at least one million European units of account.

However, Member States may provide for admission to official listing, even when this condition is not fulfilled, provided that the competent authorities are satisfied that there will be an adequate market for the shares concerned.

A higher foreseeable market capitalization or higher capital and reserves may be required by a Member State for admission to official listing only if another regulated, regularly operating, recognized open market exists in that State and the requirements for it are equal to or less than those referred to in the first paragraph.

The condition set out in the first paragraph shall not be applicable for the admission to official listing of a further block of shares of the same class as those already admitted.

The equivalent in national currency of one million European units of account shall initially be that applicable on the date on which the Directive is adopted.

If, as a result of adjustment of the equivalent of the European unit of account in national currency, the market capitilization expressed in national currency remains for a period of one year at least 10% more or less than the value of one million European units of account the Member State must, within the 12 months following the expiry of that period, adjust its laws, regulations or administrative provisions to comply with the first paragraph.

A company must have published or filed its annual accounts in accordance with national law for the three financial years preceding the application for official listing. By way of exception, the competent authorities may derogate from this condition where such derogation is desirable in the interests of the company or of investors and where the competent authorities are satisfied that investors have the necessary information available to be able to arrive at an informed judgment on the company and the shares for which admission to official listing is sought.

II. Conditions relating to the shares for which admission to official listing is sought

The legal position of the shares must be in conformity with the laws and regulations to which they are subject.

The shares must be freely negotiable.

The competent authorities may treat shares which are not fully paid up as freely negotiable, if arrangements have been made to ensure that the negotiability of such shares is not restricted and that dealing is made open and proper by providing the public with all appropriate information.

The competent authorities may, in the case of the admission to official listing of shares which may be acquired only subject to approval, derogate from the first paragraph only if the use of the approval clause does not disturb the market.

3.Public issue preceding admission to official listing

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted.

4.Distribution of shares

A sufficient number of shares must be distributed to the public in one or more Member States not later than the time of admission.

This condition shall not apply where shares are to be distributed to the public through the stock exchange.In that event, admission to official listing may be granted only if the competent authorities are satisfied that a sufficient number of shares will be distributed through the stock exchange within a short period.

Where admission to official listing is sought for a further block of shares of the same class, the competent authorities may assess whether a sufficient number of shares has been distributed to the public in relation to all the shares issued and not only in relation to this further block.

However, by way of derogation from the first paragraph, if the shares are admitted to official listing in one or more non-member States, the competent authorities may provide for their admission to official listing if a sufficient number of shares is distributed to the public in the non-member State or States where they are listed.

A sufficient number of shares shall be deemed to have been distributed either when the shares in respect of which application for admission has been made are in the hands of the public to the extent of a least 25% of the subscribed capital represented by the class of shares concerned or when, in view of the large number of shares of the same class and the extent of their distribution to the public, the market will operate properly with a lower percentage.

5.Listing of shares of the same class

The application for admission to official listing must cover all the shares of the same class already issued.

However, Member States may provide that this condition shall not apply to applications for admission not covering all the shares of the same class already issued where the shares of that class for which admission is not sought belong to blocks serving to maintain control of the company or are not negotiable for a certain time under agreements, provided that the public is informed of such situations and that there is not danger of such situations prejudicing the interests of the holders of the shares for which admission to official listing is sought.

For the admission to official listing of shares issued by companies which are nationals of another Member State and which shares have a physical form it is necessary and sufficient that their physical form comply with the standards laid down in that other Member State. Where the physical form does not conform to the standards in force in the Member State in which admission to official listing is applied for, the competent authorities of that State shall make that fact known to the public.

The physical form of shares issued by companies which are nationals of a non-member State must afford sufficient safeguard for the protection of the investors.

If the shares issued by a company which is a national of a non-member State are not listed in either the country of origin or in the country in which the major proportion of the shares is held, they may not be admitted to official listing unless the competent authorities are satisfied that the absence of a listing in the country of origin or in the country in which the major proportion is held is not due to the need to protect investors.

SCHEDULE B CONDITIONS FOR THE ADMISSION OF DEBT SECURITIES TO OFFICIAL LISTING ON A STOCK EXCHANGE

A. ADMISSION TO OFFICIAL LISTING OF DEBT SECURITIES ISSUED BY AN UNDERTAKING

I. Conditions relating to undertakings for the debt securities of which admission to official listing is sought

Legal position of the undertaking

The legal position of the undertaking must be in conformity with the laws and regulations to which it is subject, as regards both its formation and its operation under its statutes.

II. Conditions relating to the debt securities for which admission to official listing is sought

The legal position of the debt securities must be in conformity with the laws and regulations to which they are subject.

The debt securities must be freely negotiable.

The competent authorities may treat debt securities which are not fully paid up as freely negotiable if arrangements have been made to ensure that the negotiability of these debt securities is not restricted and that dealing is made open and proper by providing the public with all appropriate information.

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted. This provision shall not apply in the case of tap issues of debt securities when the closing date for subscription is not fixed.

The application for admission to official listing must cover all debt securities ranking pari passu.

For the admission to official listing of debt securities issued by undertakings which are nationals of another Member State and which debt securities have a physical form, it is necessary and sufficient that their physical form comply with the standards laid down in that other Member State. Where the physical form does not conform to the standards in force in the Member State in which admission to official listing is applied for, the competent authorities of that State shall make that fact known to the public.

However, the physical form of debt securities issued in a single Member State must conform to the standards in force in that State.

The physical form of debt securities issued by undertakings which are nationals of a non-member State must afford sufficient safeguard for the protection of the investors.

III. Other conditions

The amount of the loan may not be less than 200.000 European units of account. This provision shall not be applicable in the case of tap issues where the amount of the loan is not fixed.

Member States may, however, provide for admission to official listing even when this condition is not fulfilled, where the competent authorities are satisfied that there will be a sufficient market for the debt securities concerned.

The equivalent in national currency of 200,000 European units of account shall initially be that applicable on the date on which this Directive is adopted.

If as a result of adjustment of the equivalent of the European unit of account in national currency the minimum amount of the loan expressed in national currency remains, for a period of one year, at least 10% less than the value of 200.000 European units of account the Member State must, within the 12 months following the expiry of that period, amend its laws, regulations and administrative provisions to comply with the first paragraph.

Convertible or exchangeable debentures and debentures with warrants may be admitted to official listing only if the related shares are already listed on the same stock exchange or on another regulated, regularly operating, recognized open market or are so admitted simultaneously.

However, Member States may, by way of derogation from the first paragraph, provide for the admission to official listing of convertible or exchangeable debentures or debentures with warrants, if the competent authorities are satisfied that holders have at their disposal all the information necessary to form an opinion concerning the value of the shares to which these debt securities relate.

B. ADMISSION TO OFFICIAL LISTING OF DEBT SECURITIES ISSUED BY A STATE, ITS REGIONAL OR LOCAL AUTHORITIES OR A PUBLIC INTERNATIONAL BODY

The debt securities must be freely negotiable.

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted. This provision shall not apply where the closing date for subscription is not fixed.

The application for admission to official listing must cover all the securities ranking pari passu.

For the admission to official listing of debt securities which are issued by a Member State or its regional or local authorities in a physical form, it is necessary and sufficient that such physical form comply with the standards in force in that Member State. Where the physical form does not comply with the standards in force in the Member State where admission to official listing is applied for, the competent authorities of that State shall bring this situation to the attention of the public.

The physical form of debt securities issued by non-member States or their regional or local authorities or by public international bodies must afford sufficient safeguard for the protection of the investors.

SCHEDULE C OBLIGATIONS OF COMPANIES WHOSE SHARES ARE ADMITTED TO OFFICIAL LISTING ON A STOCK EXCHANGE

Without prejudice to the second paragraph of II (5) of Schedule A, in the case of a new public issue of shares of the same class as those already officially listed, the company shall be required, where the new shares are not automatically admitted, to apply for their admission to the same listing, either not more than a year after their issue or when they become freely negotiable.

• (a) The company shall ensure equal treatment for all shareholders who are in the same position.

• (b) The company must ensure, at least in each Member State in which its shares are listed, that all the necessary facilities and information are available to enable shareholders to exercise their rights. In particular, it must:

—inform shareholders of the holding of meetings and enable them to exercise their right to vote,

—publish notices or distribute circulars concerning the allocation and payment of dividends, the issue of new shares including allotment, subscription, renunciation and conversion arrangements.

—designate as its agent a financial institution through which shareholders may exercise their financial rights, unless the company itself provides financial services.

• (a) A company planning an amendment to its instrument of incorporation or its statutes must communicate a draft thereof to the competent authorities of the Member States in which its shares are listed.

• (b) That draft must be communicated to the competent authorities no later than the calling of the general meeting which is to decide on the proposed amendment.

• (a) The company must make available to the public, as soon as possible, its most recent annual accounts and its last annual report.z

• (b) If the company prepares both annual own and annual consolidated accounts, it must make them available to the public. In that event the competent authorities may authorize the company only to make available to the public either the own or the consolidated accounts, provided that the accounts which are not made available to the public do not contain any significant additional information.

• (c) If the annual accounts and reports do not comply with the provisions of Council Directives concerning companies' accounts and if they do not give a true and fair view of the company's assets and liabilities, financial position and profit or loss, more detailed and/or additional information must be provided.

• (a) The company must inform the public as soon as possible of any major new developments in its sphere of activity which are not public knowledge and which may, by virtue of their effect on its assets and liabilities or financial position or on the general course of its business, lead to substantial movements in the prices of its shares.

The competent authorities may, however, exempt the company from this requirement, if the disclosure of particular information is such as to prejudice the legitimate interests of the company.

• (b) The company must inform the public without delay of any changes in the rights attaching to the various classes of shares.

• (c) The company must inform the public of any changes in the structure (shareholders and breakdown of holdings) of the major holdings in its capital as compared with information previously published on that subject as soon as such changes come to its notice.

• (a) A company whose shares are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges.

• (b) A company whose shares are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member States must make available to the markets of the Member State or States in which its shares are listed information which is at least equivalent to that which it makes available to the markets of the non-member State or States in question, if such information may be of importance for the evaluation of the shares.

SCHEDULE D OBLIGATIONS OF ISSUERS WHOSE DEBT SECURITIES ARE ADMITTED TO OFFICIAL LISTING ON A STOCK EXCHANGE

A. DEBT SECURITIES ISSUED BY AN UNDERTAKING

• (a) The undertaking must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities.

Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an undertaking in derogation from the conditions of issue and in particular in accordance with social priorities.

• (b) The undertaking must ensure that at least in each Member State where its debt securities are officially listed all the facilities and information necessary to enable holders to exercise their rights are available. In particular, it must

publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest, the exercise of any conversion exchange subscription or renunciation rights, and repayment,

designate as its agent a financial institution through which holders of debt securities may exercise their financial rights, unless the undertaking itself provides financial services.

• (a) An undertaking planning an amendment to its instrument of incorporation or its statutes affecting the rights of holders of debt securities must forward a draft thereof to the competent authorities of the Member States in which its debt securities are listed.

• (b) That draft must be communicated to the competent authorities no later than the calling of the meeting of the body which is to decide on the proposed amendment.

• (a) The undertaking must make available to the public as soon as possible its most recent annual accounts and its last annual report the publication of which is required by national law.

• (b) If the undertaking prepares both annual own and annual consolidated accounts, it must make them available to the public. In that event, however, the competent authority may authorize the undertaking only to make available to the public either the own accounts or the consolidated accounts, provided that the accounts which are not made available do not contain any significant additional information.

• (c) If the accounts and reports do not comply with the provisions of Council Directives concerning undertakings' accounts and if they do not give a true and fair view of the undertaking's assets and liabilities, financial position and results, more detailed and/or additional information must be provided.

• (a) The undertaking must inform the public as soon as possible of any major new developments in its sphere of activity which are not public knowledge and which may significantly affect its ability to meet its commitments.

The competent authorities may, however, exempt the undertaking from this obligation at its request if the disclosure of particular information would be such as to prejudice the legitimate interests of the undertaking.

• (b) The undertaking must inform the public without delay of any change in the rights of holders of debt securities resulting in particular from a change in loan terms or in interest rates.

• (c) The undertaking must inform the public without delay of new loan issues and in particular of any guarantee or security in respect thereof.

• (d) Where the debt securities officially listed are convertible or exchangeable debentures, or debentures with warrants, the undertaking must inform the public without delay of any changes in the rights attaching to the various classes of shares to which they relate.

• (a) An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges.

• (b) An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member States must make available to the markets of the Member State or Member States in which its debt securities are listed information which is at least equivalent to that which it makes available to the markets of the non-member State or States in question, if such information may be of importance for the evaluation of the debt securities.

B. DEBT SECURITIES ISSUED BY A STATE OR ITS REGIONAL OR LOCAL AUTHORITIES OR BY A PUBLIC INTERNATIONAL BODY

• (a) States, their regional or local authorities and public international bodies must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities.

Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an issuer in derogation from the conditions of issue and in particular in accordance with social priorities

• (b) States, their regional or local authorities and public international bodies must ensure that at least in each Member State in which their debt securities are officially listed all the facilities and information necessary to enable holders of debt securities to exercise their rights are available. In particular, they must:

— publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest and redemption,

— designate as their agents financial institutions through which holders of debt securities may exercise their financial rights.

• (a) States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges.

• (b) States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member States must make available to the markets of the Member State or Member States in which their debt securities are listed information which is at least equivalent to that which they make available to the markets of the non-member State or States in question, if such information may be of importance for the evaluation of the debt securities.

THE LISTING PARTICULARS DIRECTIVE

COUNCIL DIRECTIVE

of 17 March 1980

coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing

(80/390/EEC)

THE COUNCIL OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 54(3)(g)and 100 thereof,

Having regard to the proposal from the Commission^1,

^1O.J. No.C131.13.12.1972.p. 61.

Having regard to the opinion of the European Parliament^2,

^2O.J. No.C11.7.2.1974.p. 24.

Having regard to the opinion of the Economic and Social Committee^3,

^3O.J. No.C125.16.10.1974.p. 1.

Whereas the market in which undertakings operate has been enlarged to embrace the whole Community and this enlargement involves a corresponding increase in their financial requirements and extension of the capital markets on which they must call to satisfy them; whereas admission to official listing on stock exchanges of Member States of securities issued by undertakings constitutes an important means of access to these capital markets; whereas furthermore exchange restrictions on the purchase of securities traded on the stock exchanges of another Member State have been eliminated as part of the liberalization of capital movements;

Whereas safeguards for the protection of the interests of actual and potential investors are required in most Member States of undertakings offering their securities to the public, either at the time of their offer or of their admission to official stock exchange listing; whereas such safeguards require the provision of information which is sufficient and as objective as possible concerning the financial circumstances of the issuer and particulars of the securities for which admission to official listing is requested; whereas the form under which this information is required usually consists of the publication of listing particulars;

Whereas the safeguards required differ from Member State to Member State, both as regards the contents and the layout of the listing particulars and the efficacy, methods and timing of the check on the information given therein; whereas the effect of these differences is not only to make it more difficult for undertakings to obtain admission of securities to official listing on stock exchanges of several Member States but also to hinder the acquisition by investors residing in one Member State of securities listed on stock exchanges of other Member States and thus to inhibit the financing of the undertakings and investment throughout the Community;

Whereas these differences should be eliminated by coordinating the rules and regulations without necessarily making them completely uniform, in order to achieve an adequate degree of equivalance in the safeguards required in each Member State to ensure the provision of information which is sufficient and as objective as possible for actual or potential security holders; whereas at the same time, taking into account the present degree of liberalization of capital movements in the Community and the fact that a mechanism for checking at the time the securities are offered does not yet exist in all Member States, it would appear sufficient at present to limit the coordination to the admission of securities to official stock exchange listing;

Whereas such coordination must apply to securities independently of the legal status of the issuing undertaking, and accordingly, in so far as this Directive applies to entities to which no reference is made in the second paragraph of Article 58 of the Treaty and goes beyond the scope of Article 54(3)(g), it must be based also on Article 100,

HAS ADOPTED THIS DIRECTIVE:

SECTION I

General provisions

Article 1

— units issued by collective investment undertakings other than the closed-end type,

— securities issued by a State or by its regional or local authorities.

Article 2

For purposes of applying this Directive:

• (a) 'collective investment undertakings other than the closed-end type' shall mean unit trusts and investment companies:

— the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk spreading, and

— the units of which are, at the holders' request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. Action taken by such undertakings to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption;

• (b) 'units of a collective investment undertaking' shall mean securities issued by a collective investment undertaking as representing the rights of participants in the assets of such an undertaking;

• (c) 'issuers' shall mean companies and other legal persons and any undertaking whose securities are the subject of an application for admission to official listing on a stock exchange;

• (d) 'net turnover' shall comprise the amounts derived from the sale of products and the provision of services falling within the undertaking's ordinary activities, after deduction of sales rebates and of value added tax and other taxes directly linked to the turnover;

• (e) 'credit institution' shall mean an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account;

• (f) 'participating interest' shall mean rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds these rights;

• (g) 'annual accounts' shall comprise the balance sheet, the profit and loss account and the notes on the accounts. These documents shall constitute a composite whole.

Article 3

Member States shall ensure that the admission of securities to official listing on a stock exchange situated or operating within their territories is conditional upon the publication of an information sheet, hereinafter referred to as listing particulars.

Article 4

Article 5

Article 6

Member States may allow the authorities responsible for checking the listing particulars within the meaning of this Directive (hereinafter referred to as 'the competent authorities') to provide for partial or complete exemption from the obligation to publish listing particulars in the following cases:

• (a) securities which have been the subject of a public issue;

• (b) securities issued in connection with a takeover offer;

• (c) securities issued in connection with a merger involving the acquisition of another company or the formation of a new company, the division of a company, the transfer of all or part of an undertaking's assets and liabilities or as consideration for the transfer of assets other than cash;

and where, not more than 12 months before the admission of the securities to official listing, a document, regarded by the competent authorities as containing information equivalent to that of the listing particulars provided for by this Directive, has been published in the same Member State. Particulars shall also be published of any material changes which have occurred since such document was prepared. The document must be made available to the public at the registered office of the issuer and at the offices of the financial organizations retained to act as the latter's paying agents, and any particulars of material changes shall be published in accordance with Articles 20 (1) and 21 (1).

• (a) shares allotted free of charge to holders of shares already listed on the same stock exchange; or

• (b) shares resulting from the conversion of convertible debt securities or shares created after an exchange for exchangeable debt securities, if shares of the company whose shares are offered by way of conversion or exchange are already listed on the same stock exchange; or

• (c) shares resulting from the exercise of the rights conferred by warrants, if shares of the company whose shares are offered to holders of the warrants are already listed on the same stock exchange; or

• (d) shares issued in substitution for shares already listed on the same stock exchange if the issuing of such new shares does not involve any increase in the company's issued share capital;

and, where appropriate, the information provided for in Chapter 2 of Schedule A is published in accordance with Articles 20 (1) and 21 (1).

• (a) shares of which either the number or the estimated market value or the nominal value or, in the absence of a nominal value, the accounting par value, amounts to less than 10% of the number or of the corresponding value of shares of the same class already listed on the same stock exchange; or

• (b) debt securities issued by companies and other legal persons which are nationals of a Member State and which:

— in carrying on their business, benefit from State monopolies, and

— are set up or governed by a special law or pursuant to such a law or whose borrowings are unconditionally and irrevocably guaranteed by a Member State or one of a Member State's federated States; or

• (c) debt securities issued by legal persons, other than companies, which are nationals of a Member State, and

— were set up by special law, and

— whose activities are governed by that law and consist solely in:

• (i) raising funds under state control through the issue of debt securities, and

• (ii) financing production by means of the resources which they have raised and resources provided by a Member State, and

— the debt securities of which are, for the purposes of admission to official listing, considered by national law as debt securities issued or guaranteed by the State; or

• (d) shares allotted to employees, if shares of the same class have already been admitted to official listing on the same stock exchange; shares which differ from each other solely as to the date of first entitlement to dividends shall not be considered as being of different classes; or

• (e) securities already admitted to official listing on another stock exchange in the same Member State; or

• (f) shares issued in consideration for the partial or total renunciation by the management of a limited partnership with a share capital of its statutory rights over the profits, if shares of the same class have already been admitted to official listing on the same stock exchange; shares which differ from each other solely as to the date of first entitlement to dividends shall not be considered as being of different classes; or

• (g) supplementary certificates representing shares issued in exchange for the original securities, where the issuing of such new certificates has not brought about any increase in the company's issued capital, and provided that certificates representing such shares are already listed on the same stock exchange, and where: