Admission of securities to official stock-exchange listing and information to be published on those securities

KEY POINTS

In line with the objectives pursued by the Financial Services Action Plan, Directive 2001/34/EC (known as the Listing Directive) consolidates the existing measures concerning the conditions for admission of securities to official stock-exchange listing and the financial information that listed companies must make available to investors. The existing measures (repealed by the Listing Directive) are:

• Council Directive 79/279/EEC coordinating the conditions for the admission of securities to official stock-exchange listing;
• Council Directive 80/390/EEC coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock-exchange listing;
• Council Directive 82/121/EEC on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing;
• Council Directive 88/627/EEC on the information to be published when a major holding in a listed company is acquired or disposed of.

Directives 2003/71/EC (the Prospectus Directive) and 2004/109/EC (the Transparency Directive) further consolidated rules harmonising the conditions for the provision of information regarding requests for the admission of securities to official stock-exchange listing and the information on securities admitted to trading.

The Prospectus and Transparency Directives amended the Listing Directive removing overlapping requirements. As a consequence, Articles 3, 4, 20 to 41, 65 to 104 and 108 of the Listing Directive were deleted.

In addition, Directive 2004/39/EC (the original Markets in Financial Instruments Directive, MiFID) replaced the notion of ‘admission to the official listing’ with ‘admission to trading on a regulated market’.

The Listing Directive concerns securities for which admission to official listing is requested and those admitted, irrespective of the legal nature of their issuer. However, certain exemptions are possible in the case of securities issued by an EU country or its regional or local authorities, or units issued by collective investment undertakings other than the closed-end type.

The Listing Directive is a minimum harmonisation directive. It allows EU countries to put in place additional requirements for admission of securities to official listing, provided that:

• such additional conditions apply to all issuers and
• they have been published before the application for admission of such securities.