Annexes 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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| dossier | COM(2000)126 - Admission of securities to official stock exchange listing and on information to be published on those securities - ... |
|---|---|
| document | COM(2000)126  |
| date | May 28, 2001 |
SCHEDULE OF LISTING PARTICULARS FOR THE ADMISSION OF SECURITIES TO THE OFFICIAL STOCK EXCHANGE LISTING
SCHEDULE A
Layout for listing particulars for the admission of shares to official stock exchange listing
Chapter 1
Information concerning those responsible for listing particulars and the auditing of accounts
1.1. Name and function of natural persons and name and registered office of legal persons responsible for the listing particulars or, as the case may be, for certain parts of them, with, in the latter case, an indication of those parts.
1.2. Declaration by those responsible referred to in heading 1.1 that, to the best of their knowledge, the information given in that part of the listing particulars for which they are responsible is in accordance with the facts and contains no omissions likely to affect the import of the listing particulars.
1.3. Names, addresses and qualifications of the official auditors who have audited the company's annual accounts for the preceding three financial years in accordance with national law.
Statement that the annual accounts have been audited. If audit reports on the annual accounts have been refused by the official auditors or if they contain qualifications, such refusal or such qualifications shall be reproduced in full and the reasons given.
Indication of other information in the listing particulars which has been audited by the auditors.
Chapter 2
Information concerning admission to official listing and the shares for the admission of which application is being made
2.1. Indication that the admission applied for is admission to official listing of shares already marketed or admission to listing with a view to stock exchange marketing.
2.2. Information concerning the shares in respect of which application for official listing is being made:
2.2.0. Indication of the resolutions, authorisations and approvals by virtue of which the shares have been or will be created and/or issued.
Nature of the issue and amount thereof.
Number of shares which have been or will be created and/or issued, if predetermined.
2.2.1. In the case of shares issued in connection with a merger, the division of a company, the transfer of all or part of an undertaking's assets and liabilities, a takeover offer, or as consideration for the transfer of assets other than cash, indication of where the documents describing the terms and conditions of such operations are available for inspection by the public.
2.2.2. A concise description of the rights attaching to the shares, and in particular the extent of the voting rights, entitlement to share in the profits and to share in any surplus in the event of liquidation and any privileges.
Time limit after which dividend entitlement lapses and indication of the party in whose favour this entitlement operates.
2.2.3. Tax on the income from the shares withheld at source in the country of origin and/or the country of listing.
Indication as to whether the issuer assumes responsibility for the withholding of tax at source.
2.2.4. Arrangements for transfer of the shares and any restrictions on their free negotiability (e.g. clause establishing approval requirement).
2.2.5. Date on which entitlement to dividends arises.
2.2.6. The stock exchanges where admission to official listing is or will be sought.
2.2.7. The financial organisations which, at the time of admission of shares to official listing, are the paying agents of the issuer in the Member States where admission has taken place.
2.3. Insofar as it is relevant, information concerning issue and placing, public or private, of the shares in respect of which the application for admission to official listing is made where such issue or placing has been effected within the 12 months preceding admission:
2.3.0. Indication of the exercise of the right of pre-emption of shareholders or of the restriction or withdrawal of such right.
Indication, where applicable, of the reasons for restriction or withdrawal of such right; in such cases, justification of the issue price, where an issue is for cash; indication of the beneficiaries if the restriction or withdrawal of the right of pre-emption is intended to benefit specific persons.
2.3.1. The total amount of the public or private issue or placing and the number of shares offered, where applicable by category.
2.3.2. If the public or private issue or placing were or are being made simultaneously on the markets of two or more States and if a tranche has been or is being reserved for certain of these, indication of any such tranche.
2.3.3. The issue price or the offer or placing price, stating the nominal value or, in its absence, the accounting par value or the amount to be capitalised; the issue premium and the amount of any expenses specifically charged to the subscriber or purchaser.
The methods of payment of the price, particularly as regards the paying-up of shares which are not fully paid.
2.3.4. The procedure for the exercise of any right of pre-emption; the negotiability of subscription rights; the treatment of subscription rights not exercised.
2.3.5. Period of the opening of the issue or offer of shares, and names of the financial organisations responsible for receiving the public's subscriptions.
2.3.6. Methods of and time limits for delivery of the shares, possible creation or provisional certificates.
2.3.7. Names, addresses and descriptions of the natural or legal persons underwriting or guaranteeing the issue for the issuer. Where not all of the issue is underwritten or guaranteed, a statement of the portion not covered.
2.3.8. Indication or estimate of the overall amount and/or of the amount per share of the charges relating to the issue operation, stating the total remuneration of the financial intermediaries, including the underwriting commission or margin, guarantee commission, placing commission or selling agent's commission.
2.3.9. Net proceeds accruing to the issuer from the issue and intended application of such proceeds, e.g. to finance the investment programme or to strengthen the issuer's financial position.
2.4. Information concerning admission of shares to official listing.
2.4.0. Description of the shares for which admission to official listing is applied, and in particular the number of shares and nominal value per share, or, in the absence of nominal value, the accounting par value or the total nominal value, the exact designation or class, and coupons attached.
2.4.1. If the shares are to be marketed on the stock exchange and no such shares have previously been sold to the public, a statement of the number of shares made available to the market and of their nominal value, or, in the absence of nominal value, of their accounting par value, or a statement of the total nominal value and, where applicable, a statement of the minimum offer price.
2.4.2. If known, the dates on which the new shares will be listed and dealt in.
2.4.3. If shares of the same class are already listed on one or more stock exchanges, indication of these stock exchanges.
2.4.4. If shares of the same class have not yet been admitted to official listing but are dealt in on one or more other markets which are subject to regulation, are in regular operation and are recognised and open, indication of such markets.
2.4.5. Indication of any of the following which have occurred during the last financial year and the current financial year:
(a) public takeover offers by third parties in respect of the issuer's shares,
(b) public takeover offers by the issuer in respect of other companies' shares.
The price or exchange terms attaching to such offers and the outcome thereof are to be stated.
2.5. If, simultaneously or almost simultaneously with the creation of shares for which admission to official listing is being sought, shares of the same class are subscribed for or placed privately or if shares of other classes are created for public or private placing, details are to be given of the nature of such operations and of the number and characteristics of the shares to which they relate.
Chapter 3
General information about the issuer and its capital
3.1. General information about the issuer:
3.1.0. Name, registered office and principal administrative establishment if different from the registered office.
3.1.1. Date of incorporation and the length of life of the issuer, except where indefinite.
3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that legislation.
3.1.3. Indication of the issuer's objects and reference to the clause of the memorandum of association in which they are described.
3.1.4. Indication of the register and of the entry number therein.
3.1.5. Indication of where the documents concerning the issuer which are referred to in the listing particulars may be inspected.
3.2. General information about the capital:
3.2.0. The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics;
the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.
3.2.1. Where there is authorised but unissued capital or an undertaking to increase the capital, inter alia in connection with convertible loans issued or subscription options granted, indication of:
(a) the amount of such authorised capital or capital increase and, where appropriate, the duration of the authorisation,
(b) the categories of persons having preferential subscription rights for such additional portions of capital,
(c) the terms and, arrangements for the share issue corresponding to such portions.
3.2.2. If there are shares not representing capital, the number and main characteristics of such shares are to be stated.
3.2.3. The amount of any convertible debt securities, exchangeable debt securities or debt securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.
3.2.4. Conditions imposed by the memorandum and articles of association governing changes in the capital and in the respective rights of the various classes of shares, where such conditions are more stringent than is required by law.
3.2.5. Summary description of the operations during the three preceding years which have changed the amount of the issued capital and/or the number and classes of shares of which it is composed.
3.2.6. As far as they are known to the issuer, indication of the natural or legal persons who, directly or indirectly, severally or jointly, exercise or could exercise control over the issuer, and particulars of the proportion of the capital held giving a right to vote.
Joint control shall mean control exercised by more than one company or by more than one person having concluded an agreement which may lead to their adopting a common policy in respect of the issuer.
3.2.7. Insofar as they are known to the issuer, indication of the shareholders who, directly or indirectly, hold a proportion of the issuer's capital which the Member States may not fix at more than 20 %.
3.2.8. If the issuer belongs to a group of undertakings, a brief description of the group and of the issuer's position within it.
3.2.9. Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of any of its own shares which the issuer or another company in which it has a direct or indirect holding of more than 50 % has acquired and is holding, if such securities do not appear as a separate item on the balance sheet.
Chapter 4
Information concerning the issuer's activities
4.1. The issuer's principal activities:
4.1.0. Description of the issuer's principal activities, stating the main categories of products sold and/or services performed.
Indication of any significant new products and/or activities.
4.1.1. Breakdown of net turnover during the past three financial years by categories of activity and into geographical markets insofar as, taking account of the manner in which the sale of products and the provision of services falling within the issuer's ordinary activities are organised, these categories and markets differ substantially from one another.
4.1.2. Location and size of the issuer's principal establishments and summary information about real estate owned. Any establishment which accounts for more than 10 % of turnover or production shall be considered a principal establishment.
4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as significant, description of deposits, estimate of economically exploitable reserves and expected period of working.
Indication of the periods and main terms of concessions and the economic conditions for working them.
Indication of the progress of actual working.
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by exceptional factors, that fact should be mentioned.
4.2. Summary information regarding the extent to which the issuer is dependent, if at all, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes, where such factors are of fundamental importance to the issuer's business or profitability.
4.3. Information concerning policy on the research and development of new products and processes over the past three financial years, where significant.
4.4. Information on any legal or arbitration proceedings which may have or have had a significant effect on the issuer's financial position in the recent past.
4.5. Information on any interruptions in the issuer's business which may have or have had a significant effect on the issuer's financial position in the recent past.
4.6. Average numbers employed and changes therein over the past three financial years, if such changes are material, with, if possible, a breakdown of persons employed by main categories of activity.
4.7. Investment policy:
4.7.0. Description, with figures, of the main investments made, including interests such as shares, debt securities, etc., in other undertakings over the past three financial years and the months already elapsed of the current financial year.
4.7.1. Information concerning the principal investments being made with the exception of interests being acquired in other undertakings.
Distribution of these investments geographically (home and abroad).
Method of financing (internal or external).
4.7.2. Information concerning the issuer's principal future investments, with the exception of interests to be acquired in other undertakings on which its management bodies have already made firm commitments.
Chapter 5
Information concerning the issuer's assets and liabilities, financial position and profits and losses
5.1. Accounts of the issuer:
5.1.0. The last three balance sheets and profit and loss accounts drawn up by the company set out as a comparative table. The notes on the annual accounts for the last financial year.
The draft listing particulars must be filed with the competent authorities not more than 18 months after the end of the financial year to which the last annual accounts published relate. The competent authorities may extend that period in exceptional cases.
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in the listing particulars in accordance with heading 5.1.0.
If the issuer prepares both own and consolidated annual accounts, it shall include both sets of accounts in the listing particulars in accordance with heading 5.1.0.
However, the competent authorities may allow the issuer to include either the own or the consolidated annual accounts, on condition that the accounts which are not included do not provide any significant additional information.
5.1.2. The profit or loss per share of the issuing company, for the financial year, arising out of the company's ordinary activities, after tax, for the last three financial years, where the company includes its own annual accounts in the listing particulars.
Where the issuer includes only consolidated annual accounts in the listing particulars, it shall indicate the consolidated profit or loss per share, for the financial year, for the last three financial years. This information shall appear in addition to that provided in accordance with the preceding subparagraph where the issuer also includes its own annual accounts in the listing particulars.
If in the course of the abovementioned period of three financial years the number of shares in the issuing company has changed as a result, for example, of an increase or decrease in capital or the rearrangement or splitting of shares, the profit or loss per share referred to in the first and second subparagraph above shall be adjusted to make them comparable; in that event the adjustment formulae used shall be disclosed.
5.1.3. The amount of the dividend per share for the last three financial years, adjusted, if necessary, to make it comparable in accordance with the third subparagraph of heading 5.1.2.
5.1.4. Where more than nine months have elapsed since the end of the financial year to which the last published own annual and/or consolidated annual accounts relate, an interim financial statement covering at least the first six months shall be included in the listing particulars or appended to them. If such an interim financial statement is unaudited, that fact must be stated.
Where the issuer prepares consolidated annual accounts, the competent authorities shall decide whether the interim financial statement to be submitted must be consolidated or not.
Any significant change which has occurred since the end of the last financial year or the preparation of the interim financial statement must be described in a note inserted in the listing particulars or appended thereto.
5.1.5. If the own or consolidated annual accounts do not comply with the Directives on companies' annual accounts and do not give a true and fair view of the issuer's assets and liabilities, financial position and profits and losses, more detailed and/or additional information must be given.
5.1.6. A table showing the sources and application of funds over the past three financial years.
5.2. Individual details listed below relating to the undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
The items of information listed below must be given in any event for every undertaking in which the issuer has a direct or indirect participating interest, if the book value of that participating interest represents at least 10 % of the capital and reserves or accounts for at least 10 % of the net profit or loss of the issuer or, in the case of a group, if the book value of that participating interest represents at least 10 % of the consolidated net assets or accounts for at least 10 % of the consolidated net profit or loss of the group.
The items of information listed below need not be given provided that the issuer proves that its holding is of a purely provisional nature.
Similarly, the information required under points (e) and (f) may be omitted where the undertaking in which a participating interest is held does not publish its annual accounts.
The Member States may authorise the competent authorities to permit the omission of the information prescribed in points (d) to (j) if the annual accounts of the undertakings in which the participating interests are held are consolidated into the group annual accounts or if the value attributable to the interest under the equity method is disclosed in the annual accounts, provided that, in the opinion of the competent authorities, the omission of that information is not likely to mislead the public with regard to the facts and circumstances, knowledge of which is essential for the assessment of the security in question.
The information provided for under points (g) and (j) may be omitted if, in the opinion of the competent authorities, such omission does not mislead investors.
(a) Name and registered office of the undertaking.
(b) Field of activity.
(c) Proportion of capital held.
(d) Issued capital.
(e) Reserves.
(f) Profit or loss arising out of ordinary activities, after tax, for the last financial year.
(g) Value at which the issuer obliged to publish listing particulars shows shares held in its accounts.
(h) Amount still to be paid up on shares held.
(i) Amount of dividends received in the course of the last financial year in respect of shares held.
(j) Amount of the debts owed to and by the issuer with regard to the undertaking.
5.3. Individual information relating to the undertakings not referred to in heading 5.2 in which the issuer holds at least 10 % of the capital. These details may be omitted when they are of negligible importance for the purpose of the objective set in Article 21:
(a) name and registered office of the undertaking;
(b) proportion of capital held.
5.4. When the listing particulars comprise consolidated annual accounts, disclosure:
(a) of the consolidation principles applied. These shall be described explicitly where the Member State has no laws governing the consolidation of annual accounts or where such principles are not in conformity with such laws or with a generally accepted method in use in the Member State in which the stock exchange on which admission to official listing is requested is situated or operates;
(b) of the names and registered offices of the undertakings included in the consolidation, where that information is important for the purpose of assessing the assets and liabilities, the financial position and the profits and losses of the issuer. It is sufficient to distinguish them by a sign in the list of undertakings of which details are required in heading 5.2;
(c) for each of the undertakings referred to in (b):
(i) the total proportion of third-party interests, if annual accounts are consolidated globally;
(ii) the proportion of the consolidation calculated on the basis of interests, if consolidation has been effected on a pro rata basis.
5.5. Where the issuer is a dominant undertaking forming a group with one or more dependent undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and group.
The competent authorities may permit the provision of that information for the issuer alone or for the group alone, provided that the details which are not provided are not material.
5.6. If certain information provided for under this Schedule is given in the annual accounts provided in accordance with this Chapter, it need not be repeated.
Chapter 6
Information concerning administration, management and supervision
6.1. Names, addresses and functions in the issuing company of the following persons and an indication of the principal activities performed by them outside that company where these are significant with respect to that company:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital;
(c) founders, if the company has been established for fewer than five years.
6.2. Interests of the members of the administrative, management and supervisory bodies in the issuing company:
6.2.0. Remuneration paid and benefits in kind granted, during the last completed financial year under any heading whatsoever, and charged to overheads or the profit appropriation account, to members of the administrative, management and supervisory bodies, these being total amounts for each category of body.
The total remuneration paid and benefits in kind granted to all members of the administrative, management and supervisory bodies of the issuer by all the dependent undertakings with which it forms a group must be indicated.
6.2.1. Total number of shares in the issuing company held by the members of its administrative, management and supervisory bodies and options granted to them on the company's shares.
6.2.2. Information about the nature and extent of the interests of members of the administrative, management and supervisory bodies in transactions effected by the issuer which are unusual in their nature or conditions (such as purchases outside normal activity, acquisition or disposal of fixed asset items) during the preceding financial year and the current financial year. Where such unusual transactions were concluded in the course of previous financial years and have not been definitively concluded, information on those transactions must also be given.
6.2.3. Total of all the outstanding loans granted by the issuer to the persons referred to in heading 6.1(a) and also of any guarantees provided by the issuer for their benefit.
6.3. Schemes for involving the staff in the capital of the issuer.
Chapter 7
Information concerning the recent development and prospects of the issuer
7.1. Except in the event of a derogation granted by the competent authorities, general information on the trend of the issuer's business since the end of the financial year to which the last published annual accounts relate, in particular:
(a) the most significant recent trends in production, sales and stocks and the state of the order book, and
(b) recent trends in costs and selling prices.
7.2. Except in the event of a derogation granted by the competent authorities, information on the issuer's prospects for at least the current financial year.
SCHEDULE B
Layout for listing particulars for the admission of debt securities to official stock exchange listing
Chapter 1
Information concerning those responsible for listing particulars and the auditing of accounts
1.1. Names and addresses of the natural or legal persons responsible for the listing particulars or, as the case may be, for certain parts of them with, in the latter case, an indication of those parts.
1.2. Declaration by those responsible, as referred to in heading 1.1, that, to the best of their knowledge, the information given in that part of the listing particulars for which they are responsible is in accordance with the facts and contains no omissions likely to affect the import of the listing particulars.
1.3. Names, addresses and qualifications of the official auditors who have audited the annual accounts for the preceding three financial years in accordance with national law.
Statement that the annual accounts have been audited. If audit reports on the annual accounts have been refused by the official auditors or if they contain qualifications, such refusal or such qualifications must be reproduced in full and the reasons given.
Indication of other information in the listing particulars which has been audited by the auditors.
Chapter 2
Information concerning loans and the admission of debt securities to official listing
2.1. Conditions of the loan:
2.1.0. The nominal amount of the loan; if this amount is not fixed, a statement to this effect shall be made.
The nature, number and numbering of the debt securities and the denominations.
2.1.1. Except in the case of continuous issues, the issue and redemption prices and the nominal interest rate; if several interest rates are provided for, an indication of the conditions for changes in the rate.
2.1.2. Procedures for the allocation of any other advantages; the method of calculating such advantages.
2.1.3. Tax on the income from the debt securities withheld at source in the country of origin and/or the country of listing.
Indication as to whether the issuer assumes responsibility for the withholding of tax at source.
2.1.4. Arrangements for the amortisation of the loan, including the repayment procedures.
2.1.5. The financial organisations which, at the time of admission to official listing, are the paying agents of the issuer in the Member State of admission.
2.1.6. Currency of the loan; if the loan is denominated in units of account, the contractual status of these; currency option.
2.1.7. Time limits:
(a) period of the loan and any interim due dates;
(b) the date from which interest becomes payable and the due dates for interest;
(c) the time limit on the validity of claims to interest and repayment of principal;
(d) procedures and time limits for delivery of the debt securities, possible creation of provisional certificates.
2.1.8. Except in the case of continuous issues, an indication of yield. The method whereby that yield is calculated shall be described in summary form.
2.2. Legal information:
2.2.0. Indication of the resolutions, authorisations and approvals by virtue of which the debt securities have been or will be created and/or issued.
Type of operation and amount thereof.
Number of debt securities which have been or will be created and/or issued, if predetermined.
2.2.1. Nature and scope of the guarantees, sureties and commitments intended to ensure that the loan will be duly serviced as regards both the repayment of the debt securities and the payment of interest.
Indication of the places where the public may have access to the texts of the contracts relating to these guarantees, sureties and commitments.
2.2.2. Organisation of trustees or of any other representation for the body of debt security holders.
Name and function and description and head office of the representative of the debt security holders, the main conditions of such representation and in particular the conditions under which the representative may be replaced.
Indication of where the public may have access to the contracts relating to these forms of representation.
2.2.3. Mention of clauses subordinating the loan to other debts of the issuer already contracted or to be contracted.
2.2.4. Indication of the legislation under which the debt securities have been created and of the courts competent in the event of litigation.
2.2.5. Indication as to whether the debt securities are registered or bearer.
2.2.6. Any restrictions on the free transferability of the debt securities.
2.3. Information concerning the admission of the debt securities to official listing.
2.3.0. The stock exchanges where admission to official listing is, or will be, sought.
2.3.1. Names, addresses and description of the natural or legal persons underwriting or guaranteeing the issue for the issuer. Where not all of the issue is underwritten or guaranteed, a statement of the portion not covered.
2.3.2. If the public or private issue or placing were or are being made simultaneously on the markets of two or more States and if a tranche has been or is being reserved for certain of these, indication of any such tranche.
2.3.3. If debt securities of the same class are already listed on one or more stock exchanges, indication of these stock exchanges.
2.3.4. If debt securities of the same class have not yet been admitted to official listing but are dealt in one or more other markets which are subject to regulation, are in regular operation and are recognised and open, indication of such markets.
2.4. Information concerning the issue of it is concomitant with official admission or if it took place within the three months preceding such admission.
2.4.0. The procedure for the exercise of any right of pre-emption; the negotiability of subscription rights; the treatment of subscription rights not exercised.
2.4.1. Method of payment of the issue or offer price.
2.4.2. Except in the case of continuous debt security issues, period of the opening of the issue or offer and any possibilities of early closure.
2.4.3. Indication of the financial organisations responsible for receiving the public's subscriptions.
2.4.4. Reference, where necessary, to the fact that the subscriptions may be reduced.
2.4.5. Except in the case of continuous debt security issues, indication of the net proceeds of the loan.
2.4.6. Purpose of the issue and intended application of its proceeds.
Chapter 3
General information about the issuer and its capital
3.1. General information about the issuer.
3.1.0. Name, registered office and principal administrative establishment if different from the registered office.
3.1.1. Date of incorporation and the length of life of the issuer, expect where indefinite.
3.1.2. Legislation under which the issuer operates and legal form which it has adopted under that legislation.
3.1.3. Indication of the issuer's objects and reference to the clause in the memorandum of association in which they are described.
3.1.4. Indication of the register and of the entry number therein.
3.1.5. Indication of where the documents concerning the issuer which are referred to in the listing particulars may be inspected.
3.2. General information about capital:
3.2.0. The amount of the issued capital and the number and classes of the securities of which it is composed with details of their principal characteristics.
The part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of securities not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.
3.2.1. The amount of any convertible debt securities, exchangeable debt securities or debt securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.
3.2.2. If the issuer belongs to a group of undertakings, a brief description of the group and of the issuer's position within it.
3.2.3 Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of any of its own shares which the issuer or another company in which the issuer has a direct or indirect holding of more than 50 % has acquired and is holding, if such securities do not appear as a separate item on the balance sheet, insofar as they represent a significant part of the issued capital.
Chapter 4
Information concerning the issuer's activities
4.1. The issuer's principal activities.
4.1.0. Description of the issuer's principal activities, stating the main categories of products sold and/or services performed.
Indication of any significant new products and/or activities.
4.1.1. Net turnover during the past two financial years.
4.1.2. Location and size of the issuer's principal establishments and summary information about real estate owned. Any establishment which accounts for more than 10 % of turnover or production shall be considered a principal establishment.
4.1.3. For mining, extraction of hydrocarbons, quarrying and similar activities insofar as significant, description of deposits, estimate of economically exploitable reserves and expected period of working.
Indication of the periods and main terms of concessions and the economic conditions for working them.
Indication of the progress of actual working.
4.1.4. Where the information given pursuant to headings 4.1.0 to 4.1.3 has been influenced by exceptional factors, that fact should be mentioned.
4.2. Summary information regarding the extent to which the issuer is dependent, if at all, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes, where such factors are of fundamental importance to the issuer's business or profitability.
4.3. Information on any legal or arbitration proceedings which may have or have had a significant effect on the issuer's financial position in the recent past.
4.4. Investment policy:
4.4.0. Description, with figures, of the main investments made, including interests such as shares, debt securities, etc., in other undertakings, over the past three financial years and the months already elapsed of the current financial year.
4.4.1. Information concerning the principal investments being made with the exception of interests being acquired in other undertakings.
Distribution of these investments geographically (home and abroad).
Method of financing (internal or external).
4.4.2. Information concerning the issuer's principal future investments, with the exception of interests to be acquired in other undertakings, on which its management bodies have already made firm commitments.
Chapter 5
Information concerning the issuer's assets and liabilities, financial position and profits and losses
5.1. Accounts of the issuer:
5.1.0. The last two balance sheets and profit and loss accounts drawn up by the issuer set out as a comparative table. The notes on the annual accounts for the last financial year.
The draft listing particulars must be filed with the competent authorities not more than 18 months after the end of the financial year to which the last annual accounts published relate. The competent authorities may extend that period in exceptional cases.
5.1.1. If the issuer prepares consolidated annual accounts only, it shall include those accounts in the listing particulars in accordance with heading 5.1.0.
If the issuer prepares both own and consolidated annual accounts, it shall include both sets of accounts in the listing particulars in accordance with heading 5.1.0. However, the competent authorities may allow the issuer to include either the own or the consolidated annual accounts, on condition that the accounts which are not included do not provide any significant additional information.
5.1.2. Where more than nine months have elapsed since the end of the financial year to which the last published own annual and/or consolidated annual accounts relate, an interim financial statement covering at least the first six months shall be included in the listing particulars or appended to them. If the interim financial statement is unaudited, that fact must be stated.
Where the issuer prepares consolidated annual accounts, the competent authorities shall decide whether the interim financial statement to be submitted must be consolidated or not.
Any significant change which has occurred since the end of the last financial year or the preparation of the aforementioned interim financial statement must be described in a note inserted in or appended to the listing particulars.
5.1.3. If the own annual or consolidated annual accounts do not comply with the Directives on companies' annual accounts and do not give a true and fair view of the issuer's assets and liabilities, financial position and profits and losses, more detailed and/or additional information must be given.
5.1.4. Indication as at the most recent date possible (which must be stated) of the following, if material:
(a) the total amount of any loan capital outstanding, distinguishing between loans guaranteed (by the provision of security or otherwise, by the issuer or by third parties) and loans not guaranteed,
(b) the total amount of all other borrowings and indebtedness in the nature of borrowing, distinguishing between guaranteed and unguaranteed borrowings and debts,
(c) the total amount of any contingent liabilities.
An appropriate negative statement shall be given, where relevant, in the absence of any such loan capital, borrowings and indebtedness and contingent liabilities.
If the issuer prepares consolidated annual accounts, the principles laid down in heading 5.1.1 shall apply.
As a general rule, no account should be taken of liabilities between undertakings within the same group, a statement to that effect being made if necessary.
5.1.5. A table showing the sources and application of funds over the past three financial years.
5.2. Individual details listed below relating to the undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
The items of information listed below must be given in any event for every undertaking in which the issuer has a direct or indirect participating interest, if the book value of that participating interest represents at least 10 % of the capital and reserves or accounts for at least 10 % of the net profit or loss of the issuer, or in the case of a group, if the book value of that participating interest represents at least 10 % of the consolidated net assets or accounts for at least 10 % of the consolidated net profit or loss of the group.
The items of information listed below need not be given provided that the issuer proves that its holding is of a purely provisional nature.
Similarly, the information required under points (e) and (f) may be omitted where the undertaking in which a participating interest is held does not publish its annual accounts.
The Member States may authorise the competent authorities to permit the omission of the information prescribed in points (d) to (h) if the annual accounts of the undertakings in which the participating interests are held are consolidated into the group annual accounts or if the value attributable to the interest under the equity method is disclosed in the annual accounts, provided that in the opinion of the competent authorities, the omission of that information is not likely to mislead the public with regard to the facts and circumstances knowledge of which is essential for the assessment of the security in question.
(a) Name and registered office of the undertaking.
(b) Field of activity.
(c) Proportion of capital held.
(d) Issued capital.
(e) Reserves.
(f) Profit or loss arising out of ordinary activities, after tax, for the last financial year.
(g) Amount still to be paid up on shares held.
(h) Amount of dividends received in the course of the last financial year in respect of shares held.
5.3. When the listing particulars comprise consolidated annual accounts, disclosure:
(a) of the consolidation principles applied. These shall be described explicitly where the Member State has no laws governing the consolidation of annual accounts or where such principles are not in conformity with such laws or with a generally accepted method in use in the Member State in which the stock exchange on which admission to official listing is requested is situated or operates;
(b) of the names and registered offices of the undertakings included in the consolidation, where that information is important for the purpose of assessing the assets and liabilities, the financial position and the profits and losses of the issuer. It is sufficient to distinguish them by a sign in the list of companies for which details are required in heading 5.2;
(c) for each of the undertakings referred to in (b):
(i) the total proportion of third party interests, if annual accounts are consolidated globally,
(ii) the proportion of the consolidation calculated on the basis of interests, if consolidation has been effected on a pro rata basis.
5.4. Where the issuer is a dominant undertaking forming a group with one or more dependent undertakings, the details provided for in Chapters 4 and 7 shall be given for that issuer and group.
The competent authorities may permit the provision of that information for the issuer alone or for the group alone, provided that the details which are not provided are not material.
5.5. If certain information provided for under this Schedule is given in the annual accounts provided in accordance with this Chapter, it need not be repeated.
Chapter 6
Information concerning administration, management and supervision
6.1. Names, addresses and functions in the issuing undertaking of the following persons, and an indication of the principal activities performed by them outside that undertaking where these are significant with respect to that undertaking:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital.
Chapter 7
Information concerning the recent development and prospects of the issuer
7.1. Except in the event of a derogation granted by the competent authorities, general information on the trend of the issuer's business since the end of the financial year to which the last published annual accounts relate, in particular:
(a) the most significant recent trends in production, sales and stocks and the state of the order book, and
(b) recent trends in costs and selling prices.
7.2. Except in the event of a derogation granted by the competent authorities, information on the issuer's prospects for at least the current financial year.
SCHEDULE C
Layout for listing particulars for the admission of certificates representing shares to official stock exchange listing
Chapter 1
General information about the issuer
1.1. Name, registered office and principal administrative establishment if different from the registered office.
1.2. Date of incorporation and length of life of the issuer, except where indefinite.
1.3. Legislation under which the issuer operates and legal form which it has adopted under that legislation.
1.4. The amount of the issued capital and the number and classes of the securities of which it is composed with details of their principal characteristics.
The part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the securities not yet fully paid up, broken down where applicable according to the extent to which they have been paid up.
1.5. Indication of the principal holders of the capital.
1.6. Names, addresses and functions in the issuing body of the following persons, and an indication of the principal activities performed by them outside that body where these are significant with respect to that body, and also the functions held:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital.
1.7. The company's objects. If the issue of certificates representing shares is not the sole object of the company, the nature of its other activities must be described, those of a purely trustee nature being dealt with separately.
1.8. A summary of the annual accounts relating to the last completed financial year.
Where more than nine months have elapsed since the end of the last financial year to which the last published own annual and/or consolidated annual accounts relate, an interim financial statement covering at least the first six months shall be included in the listing particulars or appended to them. If the interim financial statement is unaudited, that fact must be stated.
Where the issuer prepares consolidated annual accounts, the competent authorities shall decide whether the interim financial statement to be submitted must be consolidated or not.
Any significant change which has occurred since the end of the last financial year or the preparation of the interim financial statement must be described in a note inserted in the listing particulars or appended thereto.
Chapter 2
Information on the certificates themselves
2.1. Legal status:
Indication of the rules governing the issue of the certificates and mention of the date and place of their publication.
2.1.0. Exercise of and benefit from the rights attaching to the original securities, in particular voting rights - conditions on which the issuer of the certificates may exercise such rights, and measures envisaged to obtain the instructions of the certificate holders - and the right to share in profits and any liquidation surplus.
2.1.1. Bank or other guarantees attached to the certificates and intended to underwrite the issuer's obligations.
2.1.2. Possibility of obtaining the conversion of the certificates into original securities and procedure for such conversion.
2.2. The amount of the commissions and costs to be borne by the holder in connection with:
(a) the issue of the certificate,
(b) the payment of the coupons,
(c) the creation of additional certificates,
(d) the exchange of the certificates for original securities.
2.3. Transferability of the certificates:
(a) The stock exchanges where admission to official listing is, or will be, sought;
(b) Any restrictions on the free transferability of the certificates.
2.4. Supplementary information for admission to official listing:
(a) If the certificates are to be placed on a stock exchange the number of certificates made available to the market and/or the total nominal value; the minimum sale price, if such a price is fixed;
(b) Date on which the new certificates will be listed, if known.
2.5. Indication of the tax arrangements with regard to any taxes and charges to be borne by the holders and levied in the countries where the certificates are issued.
2.6. Indication of the legislation under which the certificates have been created and of the courts competent in the event of litigation.
ANNEX II
PART A
Repealed Directives and their successive amendments (referred to in Article 111)
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ANNEX II
PART B
Time-limits for transposition into national law (referred to in Article 111)
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ANNEX III
CORRELATION TABLE
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