Explanatory Memorandum to COM(2000)126 - Admission of securities to official stock exchange listing and on information to be published on those securities - (codified version) - Main contents
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This page contains a limited version of this dossier in the EU Monitor.
| dossier | COM(2000)126 - Admission of securities to official stock exchange listing and on information to be published on those securities - ... |
|---|---|
| source | COM(2000)126  |
| date | 20-07-2000 |
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 i 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 i, their content is fully preserved, and they are brought together with only such formal amendments as are required by the codification exercise itself.
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 i.
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.
Contents
- 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
- TABLE OF CONTENTS
- // 82/121/EEC
- 3. The Member States may exclude central banks from the scope of the provisions mentioned in paragraph 1. // 82/121/EEC
- The issuers must simultaneously send the information referred to in Articles 67, 68, 80 and 81, to the competent authorities. // 79/279/EEC
- // 82/121/EEC
- For the European Parliament For the Council
- Annex II
- Council Directive 82/148/EEC (OJ L 62, 5.3.1982, p. 22)
- Council Directive 82/121/EEC (OJ L 48, 20.2.1982, p. 26)
- 80/390/EEC //
- 19 September 198211
- 82/121/EEC //
- 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 //
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 i,
Acting in accordance with the procedure laid down in Article 251 of the Treaty i,
Whereas:
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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
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2. The provisions mentioned in paragraph 1 shall not, however, apply to investment undertakings other than those of the closed-end type.
Article 1 i, 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)
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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.
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)
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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)
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Done at Brussels,
The President The President
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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 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 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 i i
30 June 1983 i
ANNEX III
CORRELATION TABLE
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