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Document 52000PC0126
Proposal for a Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version)
Proposal for a Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version)
Proposal for a Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version)
/* COM/2000/0126 final - COD 2000/0174 */
52000PC0126
Proposal for a Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version) /* COM/2000/0126 final - COD 2000/0174 */
Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the admission of securities to official stock exchange listing and on information to be published on those securities - (codified version) (presented by the Commission) EXPLANATORY MEMORANDUM 1. In the context of a people's Europe, the Commission attaches great importance to simplifying and clarifying Community law so as to make it clearer and more accessible to the ordinary citizen, thus giving him new opportunities and the chance to make use of the specific rights it gives him. This aim cannot be achieved so long as numerous provisions that have been amended several times, often quite substantially, remain scattered, so that they must be sought partly in the original instrument and partly in later amending ones. Considerable research work, comparing many different instruments, is thus needed to identify the current rules. For this reason a codification of rules that have frequently been amended is also essential if Community law is to be clear and transparent. 2. On 1 April 1987 the Commission therefore decided to instruct its staff that all legislative measures should be codified after no more than ten amendments, stressing that this was a minimum requirement and that departments should endeavour to codify at even shorter intervals the texts for which they were responsible, to ensure that the Community rules were clear and readily understandable. 3. The Conclusions of the Presidency of the Edinburgh European Council (December 1992) confirmed this, stressing the importance of legislative codification as it offers certainty as to the law applicable to a given matter at a given time. It must be undertaken in full compliance with the normal Community legislative procedure. Given that no changes of substance may be made to the instruments affected by legislative codification, the European Parliament, the Council and the Commission have agreed, by an interinstitutional agreement dated 20 December 1994, that an accelerated procedure may be used for the fast-track adoption of codification instruments. 4. The purpose of this proposal [1] for legislative codification of Council Directives 79/279/EEC of 5 March 1979, coordinating the conditions for the admission of securities to official stock exchange listing, 80/390/EEC 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, 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing, and 88/627/EEC of 12 December 1988 on the information to be published when a major holding in a listed company is acquired or disposed of, is to undertake official codification of this type. The new directive will supersede the various directives incorporated in it [2], their content is fully preserved, and they are brought together with only such formal amendments as are required by the codification exercise itself. [1] Entered in the legislative programme for 1995. [2] See Annex II, Part A, of this proposal. This legislative codification proposal also reflects the replacement of references to the "ECU" with references to the "euro", as laid down by Council Regulation (EC) No 1103/97 of 19 June 1997 [3]. [3] OJ L 162, 19.6.1997, p. 1. 5. This legislative codification proposal was drawn up on the basis of the texts of the acts published in the Official Journal, in all the official languages. Although the articles have been given new numbers, the old numbering has been retained in the margin for ease of reference; the correlation between the old and new numbers is shown in a table set out in Annex III, to the codified Directive. Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the admission of securities to official stock exchange listing and on information to be published on those securities THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Economic Community, and in particular Articles 44 and 95 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the Economic and Social Committee [4], [4] OJ C Acting in accordance with the procedure laid down in Article 251 of the Treaty [5], [5] OJ C Whereas: >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> TABLE OF CONTENTS RECITALS TITLE I DEFINITIONS AND SCOPE OF APPLICATION Chapter I Definitions Article 1 Chapter II Scope of application Article 2 Article 3 Article 4 TITLE II GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIES Chapter I General conditions for admission Article 5 Article 6 Article 7 Chapter II More stringent or additional conditions and obligations Article 8 Chapter III Derogations Article 9 Article 10 Chapter IV Powers of the national competent authorities Section 1 Decision of admission Article 11 Article 12 Article 13 Article 14 Article 15 Section 2 Information requested by the competent authorities Article 16 Section 3 Actions against an issuer failing to comply to the obligations resulting from admission Article 17 Section 4 Suspension and discontinuance Article 18 Section 5 Right to apply to the courts in case of refusal of admission or discontinuance Article 19 TITLE III PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING OF SECURITIES Chapter I Publication of listing particulars for admission Section 1 General provisions Article 20 Article 21 Article 22 Section 2 Partial or complete exemption from the obligation to publish listing particulars Article 23 Section 3 Permitted omission from the listing particulars of certain information Article 24 Section 4 Contents of the listing of particulars in certain specific cases Article 25 Article 26 Article 27 Article 28 Article 29 Article 30 Article 31 Article 32 Article 33 Article 34 Section 5 Control and circulation of listing particulars Article 35 Article 36 Section 6 Determination of the competent authority Article 37 Section 7 Mutual recognition Article 38 Article 39 Article 40 Section 8 Negotiations with non-member countries Article 41 Chapter II Particular conditions for the admission of shares Section 1 Conditions relating to companies for the shares of which admission to official listing is sought Article 42 Article 43 Article 44 Section 2 Conditions relating to the shares for which admission is sought Article 45 Article 46 Article 47 Article 48 Article 49 Article 50 Article 51 Chapter III Particular conditions relating to the admission to the official listing of debt securities issued by an undertaking Section 1 Conditions relating to undertakings for the debt securities of which admission to official listing is sought Article 52 Section 2 Conditions relating to the debt securities for which admission to official listing is sought Article 53 Article 54 Article 55 Article 56 Article 57 Section 3 Other conditions Article 58 Article 59 Chapter IV Particular conditions relating to the admission to official listing of debt securities issued by a State, its regional or local authorities or a public international body Article 60 Article 61 Article 62 Article 63 TITLE IV ONGOING OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING Chapter I Obligations of companies whose shares are admitted to official listing Section 1 Listing of newly issued shares of the same class Article 64 Section 2 Treatment of shareholders Article 65 Section 3 Amendment of the instrument of incorporation or the statutes Article 66 Section 4 Annual accounts and annual report Article 67 Section 5 Additional information Article 68 Section 6 Equivalence of information Article 69 Section 7 Periodical information to be published Article 70 Article 71 Section 8 Publication and contents of the half-yearly report Article 72 Article 73 Article 74 Article 75 Article 76 Article 77 Chapter II Obligation of issuers whose debt securities are admitted to official listing Section 1 Debt securities issued by an undertaking Article 78 Article 79 Article 80 Article 81 Article 82 Section 2 Debt securities issued by a State or its regional or local authorities or by a public international body Article 83 Article 84 Chapter III Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed of Section 1 General provisions Article 85 Article 86 Article 87 Article 88 Section 2 Information when a major holding is acquired or disposed of Article 89 Article 90 Article 91 Section 3 Determination of the voting rights Article 92 Section 4 Exemptions Article 93 Article 94 Article 95 Section 5 Competent authorities Article 96 Section 6 Sanctions Article 97 TITLE V PUBLICATION AND COMMUNICATION OF THE INFORMATION Chapter I Publication and communication of listing particulars for the admission of securities to the official stock exchange listing Section 1 Procedures and period of publication of listing particulars and their supplements Article 98 Article 99 Article 100 Section 2 Prior communication to the competent authorities of the means of publication Article 101 Chapter II Publication and communication of information after listing Article 102 Chapter III Languages Article 103 Article 104 TITLE VI COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES Article 105 Article 106 Article 107 TITLE VII CONTACT COMMITTEE Chapter 1 Composition, working and tasks of the Committee Article 108 Chapter II Adaptation of the amount of equity market capitalisation Article 109 TITLE VIII FINAL PROVISIONS Article 110 Article 111 Article 112 Article 113 Annex I Schedule of listing particulars for the admission of securities to the official stock exchange listing Annex II Part A, Repealed Directives and their successive amendments Annex II Part B, Deadlines for transposition into national law Annex III Correlation table >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> 2. The provisions mentioned in paragraph 1 shall not, however, apply to investment undertakings other than those of the closed-end type. // 82/121/EEC Article 1 (2), 1st subparagraph (adapted) 3. The Member States may exclude central banks from the scope of the provisions mentioned in paragraph 1. // 82/121/EEC Article 1 (3) (adapted) >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> The issuers must simultaneously send the information referred to in Articles 67, 68, 80 and 81, to the competent authorities. // 79/279/EEC Article 17 (1) (adapted) 2. The half-yearly report referred to in Article 70 must be published in the Member State or Member States where the shares are admitted to official listing by insertion in one or more newspapers distributed throughout the State or widely distributed therein or in the national gazette, or shall be made available to the public either in writing in places indicated by announcement to be published in one or more newspapers distributed throughout the State or widely distributed therein, or by other equivalent means approved by the competent authorities. // 82/121/EEC Article 7 (1) (adapted) The company shall send a copy of its half-yearly report simultaneously to the competent authorities of each Member State in which its shares are admitted to official listing. It shall do so not later than the time when the half-yearly report is published for the first time in a Member State. // 82/121/EEC Article 7 (3) >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> 3. Without prejudice to cases covered by criminal law the competent authorities, in application of Article 106, receiving information pursuant to Title III, Chapter I, Title V, Chapter I and Annex I, may use it only for the performance of their duties or in the context of administrative appeals or legal proceedings in relation to such performance. // 80/390/EEC Article 25 (3) (as amended by Directive 87/345/EEC - Article 1) (adapted) A competent authority which, pursuant to paragraph 2, receives confidential information under Title IV, Chapter III may use it solely for the performance of its duties. // 88/627/EEC Article 14(3) (adapted) >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> Done at Brussels, For the European Parliament For the Council The President The President >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> Annex II Part A Repealed Directives and their successive amendments (referred to in Article 111) Council Directive 79/279/EEC (OJ L 66, 16.3.1979, p. 21) Council Directive 82/148/EEC (OJ L 62, 5 3.1982, p. 22) Council Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62) Council Directive 80/390/EEC (OJ L 100, 17.4.1980, p. 1) Council Directive 82/148/EEC (OJ L 62, 5.3.1982, p. 22) Council Directive 87/345/EEC (OJ L 185, 4.7.1987, p. 81) Council Directive 90/211/EEC (OJ L 112, 3.5.1990, p. 24) European Parliament and Council Directive 94/18/EC (OJ L 135, 31.5.1994, p. 1) Council Directive 82/121/EEC (OJ L 48, 20.2.1982, p. 26) Council Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62) Annex II Part B Time-limits for transposition into national law (referred to in Article 111) Directive // Time-limit for transposition 79/279/EEC // 8 March 1981 [6] [7] [6] 8. 3.1982 for the Member States which introduce simultaneously Directives 79/279/EEC and 80/390/EEC. [7] 30.6.1983 for the Member States which introduce simultaneously Directives 79/279/EEC, 80/390/EEC and 82/121/EEC. 80/390/EEC // 19 September 198211 82/121/EEC // 30 June 1983 [8] [8] Time-limit for application:30.6.1986. 82/148/EEC // 87/345/EEC // 1 January 1990 1 January 1991 for Spain 1 January 1992 for Portugal 88/627/EEC // 1 January 1991 90/211/EEC // 17 April 1991 94/18/EC // ANNEX III CORRELATION TABLE >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION> >TABLE POSITION>