1. The undertaking must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities.
Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an undertaking in derogation from the conditions of issue and in particular in accordance with social priorities.
2. The undertaking must ensure that at least in each Member State where its debt securities are officially listed all the facilities and information necessary to enable holders to exercise their rights are available. In particular, it must:
(a) publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest, the exercise of any conversion, exchange, subscription or renunciation rights, and repayment,
(b) designate as its agent a financial institution through which holders of debt securities may exercise their financial rights, unless the undertaking itself provides financial services.
1. An undertaking planning an amendment to its instrument of incorporation or its statutes affecting the rights of holders of debt securities must forward a draft thereof to the competent authorities of the Member States in which its debt securities are listed.
2. That draft must be communicated to the competent authorities no later than the calling of the meeting of the body which is to decide on the proposed amendment.
1. The undertaking must make available to the public as soon as possible its most recent annual accounts and its last annual report the publication of which is required by national law.
2. If the undertaking prepares both annual own and annual consolidated accounts, it must make them available to the public. In that event, however, the competent authority may authorise the undertaking only to make available to the public either the own accounts or the consolidated accounts, provided that the accounts which are not made available do not contain any significant additional information.
3. If the accounts and reports do not comply with the provisions of Directives concerning companies' accounts and if they do not give a true and fair view of the undertaking's assets and liabilities, financial position and results, more detailed and/or additional information must be provided.
1. The undertaking must inform the public as soon as possible of any major new developments in its sphere of activity which are not public knowledge and which may significantly affect its ability to meet its commitments.
The competent authorities may, however, exempt the undertaking from this obligation at its request if the disclosure of particular information would be such as to prejudice the legitimate interests of the undertaking.
2. The undertaking must inform the public without delay of any change in the rights of holders of debt securities resulting in particular from a change in loan terms or in interest rates.
3. The undertaking must inform the public without delay of new loan issues and in particular of any guarantee or security in respect thereof.
4. Where the debt securities officially listed are convertible or exchangeable debentures, or debentures with warrants, the undertaking must inform the public without delay of any changes in the rights attaching to the various classes of shares to which they relate.
1. An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges.
2. An undertaking the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member countries must make available to the markets of the Member State or Member States in which its debt securities are listed information which is at least equivalent to that which it makes available to the markets of the non-member country or countries in question, if such information may be of importance for the evaluation of the debt securities.
Section 2
Debt securities issued by a State or its regional or local authorities or by a public international body
1. States, their regional or local authorities and public international bodies must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities.
Provided they are made in accordance with national law, this condition shall not prevent offers of early repayment of certain debt securities being made to holders by an issuer in derogation from the conditions of issue and in particular in accordance with social priorities.
2. States, their regional or local authorities and public international bodies must ensure that at least in each Member State in which their debt securities are officially listed all the facilities and information necessary to enable holders of debt securities to exercise their rights are available. In particular, they must:
(a) publish notices or distribute circulars concerning the holding of meetings of holders of debt securities, the payment of interest and redemption,
(b) designate as their agents financial institutions through which holders of debt securities may exercise their financial rights.
1. States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in different Member States must ensure that equivalent information is made available to the market at each of these exchanges.
2. States, their regional or local authorities and public international bodies the debt securities of which are officially listed on stock exchanges situated or operating in one or more Member States and in one or more non-member countries must make available to the markets of the Member State or Member States in which their debt securities are listed information which is at least equivalent to that which they make available to the markets of the non-member country or countries in question, if such information may be of importance for the evaluation of the debt securities.
CHAPTER III
Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed of
Section 1
General provisions
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.
