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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", in accordance with Chapter I of Title V.
1. The listing particulars shall contain the information which, according to the particular nature of the issuer and of the securities for the admission of which application is being made, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer and of the rights attaching to such securities. 2. Member States shall ensure that the obligation referred to in paragraph 1 is incumbent upon the persons responsible for the listing particulars as provided for in heading 1.1 of Schedules A and B of Annex I hereto.
1. Without prejudice to the obligation referred to in Article 21, Member States shall ensure that, subject to the possibilities for exemptions provided for in Articles 23 and 24, listing particulars contain, in as easily analysable and comprehensible a form as possible, at least the items of information provided for in Schedules A, B or C of Annex I, depending on whether shares, debt securities or certificates representing shares are involved. 2. In the specific cases covered by Articles 25 to 34 the listing particulars are to be drawn up in accordance with the specifications given in those Articles, subject to the possibilities for exemptions provided for in Articles 23 and 24. 3. Where certain headings in Schedules A, B and C of Annex I appear inappropriate to the issuer's sphere of activity or legal form, listing particulars giving equivalent information shall be drawn up by adapting these headings. Section 2 Partial or complete exemption from the obligation to publish listing particulars
Without prejudice to Article 39(1), Member States may allow the competent authorities responsible for checking the listing particulars within the meaning of this Directive, to provide for partial or complete exemption from the obligation to publish listing particulars in the following cases: 1) where the securities for which admission to official listing is applied for are: (a) securities which have been the subject of a public issue; or (b) securities issued in connection with a takeover offer; or (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 organisations retained to act as the latter's paying agents, and any particulars of material changes shall be published in accordance with Articles 98(1) and 99(1); 2) where the securities for which admission to official listing is applied for are: (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 of Annex I is published in accordance with Articles 98(1) and 99(1); 3) where the securities for which admission to official listing is applied for are: (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: (i) in carrying on their business, benefit from State monopolies, and (ii) 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 (i) were set up by special law, and (ii) whose activities are governed by that law and consist solely in: - raising funds under state control through the issue of debt securities, and - financing production by means of the resources which they have raised and resources provided by a Member State, and (iii) 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: - in the case of (a), the issuer has complied with the stock exchange publicity requirements imposed by the national authorities and has produced annual accounts and annual and interim reports which these authorities have considered adequate; - in the case of (e), listing particulars complying with this Directive have already been published; and - in all the cases referred to in points (a) to (g), information concerning the number and type of securities to be admitted to official listing and the circumstances in which such securities have been issued has been published in accordance with Articles 98(1) and 99(1); 4) where: (a) the securities or the shares of the issuer or certificates representing such shares have been officially listed in another Member State for not less than three years before the application for admission to official listing; (b) to the satisfaction of the competent authorities of the Member State in which admission to official listing is sought, the competent authorities of the Member State or Member States in which the issuer's securities are officially listed have confirmed that during the preceding three years or during the entire time the issuer's securities have been listed, if that is less than three years, the issuer has complied with all the requirements concerning information and admission to listing imposed on companies the securities of which are officially listed by virtue of this Directive; (c) all the following are published in the manner stipulated in Articles 98 and 99(1). (i) a document containing the following information: - a statement that application has been made for admission of the securities to official listing. In the case of shares, the statement shall also specify the number and class of the shares in question and give a concise description of the rights attaching thereto. In the case of certificates representing shares the statement shall also specify the rights attaching to the original securities and give information concerning the possibility of converting the certificates into original securities and the procedure for that conversion. In the case of debt securities the statement shall also specify the nominal amount of the loan (if that amount is not fixed, a statement to that effect shall be made) and the conditions and terms of the loan; 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 governing changes in the rate); in the case of convertible debt securities, exchangeable debt securities, debt securities with warrants or warrants the statement shall also specify the nature of the shares offered by way of conversion, exchange or subscription, the rights attaching thereto, the conditions of and procedures for conversion, exchange or subscription and details of the circumstances in which they may be amended; - details of any significant change or development which has occurred since the date to which the documents referred to in (ii) and (iii) relate; - information specific to the market in the country in which admission is sought concerning in particular the income tax system, the paying agent for the issuer and the ways in which notices to investors are published; and - a declaration by the persons responsible for the information given in accordance with the first three indents that such information is in accordance with the facts and includes no omissions likely to affect the import of the document; (ii) the latest annual report, the latest audited annual accounts (where the issuer prepares both own and consolidated annual accounts both sets of accounts shall be supplied. The competent authorities may, however, allow the issuer to supply either his own or the consolidated accounts, on condition that the accounts which are not supplied do not provide any significant additional information) and the issuer's latest half-yearly statement for the year in question where it has already been published; (iii) any listing particulars, prospectus or equivalent document published by the issuer in the 12 months preceding the application for admission to official listing; and (iv) the following information where it is not already given in the documents provided for in (i), (ii) and (iii): - the composition of the company's administrative, management and supervisory bodies and the functions performed by individual members, - general information about the capital, - the current situation on the basis of the latest information communicated to the issuer under Articles 85 to 97, and - any reports concerning the last published annual accounts by the official auditors required by the national law of the Member State within the territory of which the issuer's registered office is situated; (d) the notices, bills, posters and documents announcing the admission of the securities to official listing and indicating the essential characteristics of those securities and all other documents relating to their admission and intended for publication by the issuer or on his behalf state that the information referred to in (c) exists and indicate where it is being or will be published in the manner prescribed in Article 98; and (e) the information referred to in (c) and the notices, bills, posters and documents referred to in (d) have been sent to the competent authorities before being made available to the public. 5) where companies the shares in which have already been dealt in for at least the preceding two years on a second-tier market, regulated and supervised by authorities recognised by public bodies, seek to have their securities admitted to official listing in the same Member State and, in the opinion of the competent authorities, information equivalent in substance to that required by this Directive is available to investors before the date on which admission to official listing becomes effective. Section 3 Permitted omission from listing particulars of certain information
The competent authorities may authorise omission from the listing particulars of certain information provided for by this Directive if they consider that: (a) such information is of minor importance only and is not such as will influence assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer; or (b) disclosure of such information would be contrary to the public interest or seriously detrimental to the issuer, provided that, in the latter case, such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question. Section 4 Contents of listing of particulars in specific cases
1. Where the application for admission to official listing relates to shares offered to shareholders of the issuer on a pre-emptive basis and shares of the latter are already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only the information provided for by Schedule A of Annex I: (a) in Chapter 1, (b) in Chapter 2, (c) in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0, 3.2.1, 3.2.6, 3.2.7, 3.2.8, and 3.2.9, (d) in Chapter 4, headings 4.2, 4.4, 4.5, 4.7.1, and 4.7.2, (e) in Chapter 5, headings 5.1.4, 5.1.5, and 5.5, (f) in Chapter 6, headings 6.1, 6.2.0, 6.2.1,6.2.2, 6.2.3, and (g) in Chapter 7. Where the shares referred to in the first subparagraph are represented by certificates, the listing particulars shall contain, at least, subject to Article 33(2) and (3), in addition to the information mentioned in that subparagraph, that provided for in Schedule C of Annex I: (a) in Chapter 1, headings 1.1, 1.3, 1.4, 1.6 and 1.8, and (b) in Chapter 2. 2. Where the application for admission to official listing relates to convertible debt securities, exchangeable debt securities or debt securities with warrants which are offered on a pre-emptive basis to the shareholders of the issuer and where the latter's shares are already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only: (a) information concerning the nature of the shares offered by way of conversion, exchange or subscription and the rights attaching thereto, (b) the information provided for in Schedule A of Annex I and mentioned in the first subparagraph of paragraph 1, except for that provided for in Chapter 2 of that Schedule, (c) the information provided for in Chapter 2 of Schedule B of Annex I, and (d) the conditions of and procedures for conversion exchange and subscription and the situations in which they may be amended. 3. When published in accordance with Article 98, listing particulars as referred to in paragraphs 1 and 2 shall be accompanied by the annual accounts for the latest financial year. 4. Where the issuer prepares both own and consolidated annual accounts, both sets of accounts shall accompany the listing particulars. However, the competent authorities may allow the issuer to attach to the listing particulars either the own or the consolidated accounts alone, provided that the accounts not attached to the listing particulars furnish no material additional information.
1. Where the application for admission to official listing relates to debt securities which are neither convertible, exchangeable, nor accompanied by warrants and are issued by an undertaking which has securities already listed on the same stock exchange, the competent authorities may provide that the listing particulars shall contain only the information provided for by Schedule B of Annex I: (a) in Chapter 1, (b) in Chapter 2, (c) in Chapter 3, headings 3.1.0, 3.1.5, 3.2.0 and 3.2.2, (d) in Chapter 4, heading 4.3, (e) in Chapter 5, headings 5.1.2, 5.1.3, 5.1.4 and 5.4, (f) in Chapter 6, and (g) in Chapter 7. 2. When published in accordance with Article 98, listing particulars as referred to in paragraph 1 shall be accompanied by the annual accounts for the latest financial year. 3. Where the issuer prepares both own and consolidated annual accounts, both sets of accounts must accompany the listing particulars. However, the competent authorities may allow the issuer to attach to the listing particulars either the own or the consolidated accounts alone, provided that the accounts not attached to the listing particulars furnish no material additional information.
Where the application for admission to official listing relates to debt securities nearly all of which, because of their nature, are normally bought and traded in by a limited number of investors who are particularly knowledgeable in investment matters, the competent authorities may allow the omission from the listing particulars of certain information provided for by Schedule B of Annex I or allow its inclusion in summary form, on condition that such information is not material from the point of view of the investors concerned.
1. For the admission of securities, issued by financial institutions, to official listing, the listing particulars must contain: (a) at least the information specified in Chapters 1, 2, 3, 5 and 6 of Schedules A or B of Annex I, according to whether the issue is of shares or debt securities, and (b) information adapted, in accordance with the rules laid down for that purpose by national law or by the competent authorities, to the particular nature of the issuer of the securities in question and at least equivalent to that specified in Chapters 4 and 7 of Schedules A or B of Annex I. 2. Member States shall determine the financial institutions to be covered by this Article. 3. The arrangements laid down by this Article may be extended to: (a) collective investment undertakings whose units are not excluded from the scope of this Directive by Article 3(2) (a), (b) finance companies engaging in no activity other than raising capital to make it available to their parent company or to undertakings affiliated to that company, and (c) companies holding portfolios of securities, licences or patents and engaging in no activity other than the management of such portfolios.
Where the application for admission to official listing concerns debt securities issued in a continuous or repeated manner by credit institutions which regularly publish their annual accounts and which, within the Community, are set up or governed by a special law, or pursuant to such a law, or are subject to public supervision designed to protect savings, the Member States may provide that the listing particulars shall contain only: (a) the information provided for in heading 1.1 and Chapter 2 of Schedule B of Annex I, and (b) information concerning any events of importance for the assessment of the securities in question which have occurred since the end of the financial year in respect of which the last annual accounts were published. Such accounts must be made available to the public at the issuer's offices or at those of the financial organisations retained to act as the latter's paying agents.
1. For the admission to official listing of debt securities guaranteed by a legal person, listing particulars must include: (a) with respect to the issuer, the information provided for in Schedule B of Annex I, and (b) with respect to the guarantor, the information provided for in heading 1.3 and Chapters 3 to 7 of that Schedule. Where the issuer or guarantor is a financial institution, the part of the listing particulars relating to that financial institution shall be drawn up in accordance with Article 28, without prejudice to the first subparagraph of this paragraph. 2. When the issuer of the guaranteed debt securities is a finance company as referred to in Article 28(3), the listing particulars must include: (a) with respect to the issuer, the information provided for in Chapters 1, 2 and 3 and in headings 5.1.0 to 5.1.5 and 6.1 of Schedule B of Annex I, and (b) with respect to the guarantor, that provided for in heading 1.3 and Chapters 3 to 7 of that Schedule. 3. Where there is more than one guarantor, the information specified shall be required of each one; however, the competent authorities may allow abridgement of this information with a view to achieving greater comprehensibility of the listing particulars. 4. The guarantee contract must, in the cases referred to in paragraphs 1, 2 and 3, be made available for inspection by the public at the offices of the issuer and at those of the financial organisations retained to act as the latter's paying agents. Copies of the contract shall be provided to any person concerned on request.
1. Where the application for admission to official listing relates to convertible debt securities, exchangeable debt securities or debt securities with warrants, the listing particulars must include: (a) information concerning the nature of the shares offered by way of conversion, exchange or subscription, and the rights attaching thereto, (b) the information provided for in heading 1.3 and Chapters 3 to 7 of Schedule A of Annex I, (c) the information provided for in Chapter 2 of Schedule B of Annex I, and (d) the conditions of and procedures for conversion exchange or subscription and details of the situations in which they may be amended. 2. When the issuer of the convertible debt securities, the exchangeable debt securities or the debt securities with warrants is not the issuer of the shares, listing particulars must include: (a) information concerning the nature of the shares offered by way of conversion, exchange or subscription and the rights attaching thereto, and (b) in respect of the issuer of the securities, the information provided for in Schedule B of Annex I, (c) in respect of the issuer of the shares, that provided for in heading 1.3 and Chapters 3 to 7 of Schedule A of Annex I, and (d) the conditions of and procedures for conversion, exchange or subscription and details of the situations in which they may be amended. However, where the issuer of the debt securities is a finance company as referred to in Article 28(3), listing particulars need contain, in relation to that company, only the information provided for in Chapters 1, 2 and 3 and headings 5.1.0 to 5.1.5 and 6.1 of Schedule B of Annex I.
1. Where the application for admission to official listing relates to 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, a takeover offer or as consideration for the transfer of assets other than cash, the documents describing the terms and conditions of such operations as well as, where appropriate, any opening balance sheet, whether or not pro forma, if the issuer has not yet prepared its annual accounts, must, without prejudice to the requirement to publish the listing particulars, be made available for inspection by the public at the offices of the issuer of the securities and at those of the financial organisations retained to act as the latter's paying agents. 2. Where the transaction referred to in paragraph 1 took place more than two years previously, the competent authorities may dispense with the requirement imposed in that paragraph.
1. When the application for admission to official listing relates to certificates representing shares, the listing particulars must contain the information, as regards certificates, provided for in Schedule C of Annex I and the information, as regards the shares represented, provided for in Schedule A of Annex I. 2. However, the competent authorities may relieve the issuer of the certificates of the requirement to publish details of its own financial position, when the issuer is: (a) a credit institution which is a national of a Member State and is set up or governed by a special law or pursuant to such law or is subject to public supervision designed to protect savings, or (b) a subsidiary 95 % or more of which is owned by a credit institution as referred to in point (a), the commitments of which towards the holders of certificates are unconditionally guaranteed by that credit institution and which is subject, de jure or de facto, to the same supervision, or (c) an "Administratiekantoor" in the Netherlands governed, for the safe custody of the original securities, by special regulations laid down by the competent authorities. 3. In the case of certificates issued by a securities transfer organisation or by an auxiliary institution set up by such organisation, the competent authorities may dispense with the publication of the information provided for in Chapter 1 of Schedule C of Annex I.
1. Where debt securities for which admission to official listing is applied for benefit, as regards both repayment of the loan and the payment of interest, from the unconditional and irrevocable guarantee of a State or of one of a State's federated States, national legislation or the competent authorities may authorise the abridgement of the information provided for in Chapters 3 and 5 of Schedule B of Annex I. 2. The possibility of abridgement provided for in paragraph 1 may also be applied to companies set up or governed by a special law or pursuant to such law which have the power to levy charges on their consumers. Section 5 Control and circulation of listing particulars
1. No listing particulars may be published until they have been approved by the competent authorities. 2. The competent authorities shall approve the publication of listing particulars only if they are of the opinion that they satisfy all the requirements set out in this Directive.
The competent authorities shall decide whether to accept the audit report of the official auditor provided for in heading 1.3 of Schedules A and B of Annex I or, if necessary, to require an additional report. The requirement for the additional report must be the outcome of an examination of each case on its merits. At the request of the official auditor and/or of the issuer, the competent authorities must disclose to them the reasons justifying this requirement. Section 6 Determination of the competent authority
Where, for the same securities, applications for admission to official listing on stock exchanges situated or operating in two or more Member States, including the Member State in which the issuer's registered office is situated, are made simultaneously or within a short interval, listing particulars shall be drawn up in accordance with the rules laid down in this Directive in the Member State in which the issuer has its registered office and approved by the competent authorities of that State if the issuer's registered office is not situated in one of those Member States, the issuer must choose one of those States under the legislation of which the listing particulars will be drawn up and approved. Section 7 Mutual recognition
1. Once approved in accordance with Article 37, listing particulars must, subject to any translation, be recognised by the other Member States in which admission to official listing has been applied for, without its being necessary to obtain the approval of the competent authorities of those States and without their being able to require that additional information be included in the listing particulars. The competent authorities may, however, require that listing particulars include information specific to the market of the country of admission concerning in particular the income tax system, the financial organisations retained to act as paying agents for the issuer in that country, and the way in which notices to investors are published. 2. Listing particulars approved by the competent authorities within the meaning of Article 37 must be recognised in another Member State in which application for admission to official listing is made, even if partial exemption or partial derogation has been granted pursuant to this Directive, provided that: (a) the partial exemption or partial derogation in question is of a type that is recognised in the rules of the other Member State concerned, and (b) the conditions that justify the partial exemption or partial derogation also exist in the other Member State concerned and that there are no other conditions concerning such exemption or derogation which might lead the competent authority in that Member State to refuse them. Even if the conditions laid down in (a) and (b) are not fulfilled, the Member State concerned may allow its competent authorities to recognise the listing particulars approved by the competent authorities within the meaning of Article 37. 3. When approving listing particulars, the competent authorities within the meaning of Article 37 shall provide the competent authorities of the other Member States in which application for official listing is made with a certificate of approval. If partial exemption or partial derogation has been granted pursuant to this Directive, the certificate shall state that fact and the reasons for it. 4. When application for admission to official listing is made, the issuer shall communicate to the competent authorities in each of the other Member States in which it is applying for admission the draft listing particulars which it intends to use in that State. 5. Member States may restrict the application of this Article to listing particulars of issuers having their registered office in a Member State.
1. Where application for admission to official listing in one or more Member States is made and the securities have been the subject of a public-offer prospectus drawn up and approved in any Member State in accordance with Articles 7, 8 or 12 of Directive 89/298/EEC in the three months preceding the application for admission, the public-offer prospectus shall be recognised, subject to any translation, as listing particulars in the Member State or States in which application for admission to official listing is made, without its being necessary to obtain the approval of the competent authorities of that Member State or those Member States and without their being able to require that additional information be included in the prospectus. The competent authorities may, however, require that the prospectus include information specific to the market of the country of admission concerning, in particular, the income tax system, the financial organisations retained to act as paying agents for the issuer in the country of admission and the ways in which notices to investors are published. 2. Article 38(2) to (5) shall apply in the eventuality referred to in paragraph 1 of this Article. 3. Article 100 shall apply to all changes occurring between the time when the content of the prospectus referred to in paragraph 1 is adopted and the time when stock exchange dealings begin.
1. Where an application for admission to official listing concerning securities giving a right to participate in company capital, either immediately or at the end of the maturity period, is made in one or more Member States other than that in which the registered office of the issuer of the shares to which those securities give entitlement is situated, while that issuer's shares have already been admitted to official listing in that Member State, the competent authorities of the Member State of admission may act only after having consulted the competent authorities of the Member State in which the registered office of the issuer of the shares in question is situated. 2. Where an application for admission to official listing is made for securities which have been listed in another Member State less than six months previously, the competent authorities to whom application is made shall contact the competent authorities which have already admitted the securities to official listing and shall, as far as possible, exempt the issuer of those securities from the preparation of new listing particulars, subject to any need for updating, translation or the issue of supplements in accordance with the individual requirements of the Member State concerned. Section 8 Agreements with non-member countries
The Community may, by means of agreements concluded with one or more non-member countries pursuant to the Treaty, recognise listing particulars drawn up and checked, in accordance with the rules of the non-member country or countries, as meeting the requirements of this Directive, subject to reciprocity, provided that the rules concerned give investors protection equivalent to that afforded by this Directive, even if those rules differ from the provisions of this Directive. CHAPTER II Specific conditions for the admission of shares Section 1 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.
1. The foreseeable market capitalisation 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 euro. 2. 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. 3. A higher foreseeable market capitalisation or higher capital and reserves may be required by a Member State for admission to official listing only if another regulated, regularly operating, recognised open market exists in that State and the requirements for it are equal to or less than those referred to in paragraph 1. 4. The condition set out in paragraph 1 shall not be applicable for the admission to official listing of a further block of shares of the same class as those already admitted. 5. The equivalent in national currency of one million euro shall initially be the equivalent in national currency of one million European units of account that were applicable on 5 March 1979. 6. If, as a result of adjustment of the equivalent of the euro in national currency, the market capitalisation expressed in national currency remains for a period of one year at least 10 % more or less than the value of one million euro the Member state must, within the 12 months following the expiry of that period, adjust its laws, regulations or administrative provisions to comply with paragraph 1.
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 judgement on the company and the shares for which admission to official listing is sought. Section 2 Conditions relating to the shares for which admission is sought
The legal position of the shares must be in conformity with the laws and regulations to which they are subject.
1. The shares must be freely negotiable. 2. 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. 3. 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 paragraph 1 only if the use of the approval clause does not disturb the market.
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.
1. A sufficient number of shares must be distributed to the public in one or more Member States not later than the time of admission. 2. The condition set out in paragraph 1 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. 3. 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. 4. By way of derogation from paragraph 1, if the shares are admitted to official listing in one or more non-member countries, 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. 5. 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.
1. The application for admission to official listing must cover all the shares of the same class already issued. 2. 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 no danger of such situations prejudicing the interests of the holders of the shares for which admission to official listing is sought.
1. 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. 2. The physical form of shares issued by companies which are nationals of a non-member country 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 country 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. CHAPTER III Particular conditions relating to the admission to 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
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. Section 2 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.
1. The debt securities must be freely negotiable. 2. 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.
1. 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. 2. The physical form of debt securities issued in a single Member State must conform to the standards in force in that State. 3. The physical form of debt securities issued by undertakings which are nationals of a non-member country must afford sufficient safeguard for the protection of the investors. Section 3 Other conditions
1. The amount of the loan may not be less than EUR 200000. This provision shall not be applicable in the case of tap issues where the amount of the loan is not fixed. 2. Member States may 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. 3. The equivalent in national currency of EUR 200000 shall initially be the equivalent in national currency of 200000 units of account that were applicable on 5 March 1979. 4. If as a result of adjustment of the equivalent of the euro 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 EUR 200000 the Member State must, within the 12 months following the expiry of that period, amend its laws, regulations and administrative provisions to comply with paragraph 1.
1. 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, recognised open market or are so admitted simultaneously. 2. Member States may, by way of derogation from paragraph 1, 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. 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
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.
1. 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. 2. The physical form of debt securities issued by non-member countries or their regional or local authorities or by public international bodies must afford sufficient safeguard for the protection of the investors. TITLE IV 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
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