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Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities in England

EU Directive 2001/34 · Adopted 28 May 2001 · Extends to United Kingdom

Original text. legislation.gov.uk does not revise this item, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Directive 2001/34/EC of the European Parliament and of the Council

of 28 May 2001

on the admission of securities to official stock exchange listing and on information to be published on those securities

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

Having regard to the Opinion of the Economic and Social Committeef1,

Acting in accordance with the procedure laid down in Article 251 of the Treatyf2,

Whereas:

(1)

Council Directive 79/279/EEC of 5 March 1979 coordinating the conditions for the admission of securities to official stock exchange listingf3, Council Directive 80/390/EEC of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listingf4, Council Directive 82/121/EEC of 15 February 1982 on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listingf5 and Council Directive 88/627/EEC of 12 December1988 on the information to be published when a major holding in a listed company is acquired or disposed off6 have been substantially amended several times. In the interests of clarity and rationality, the said Directives should therefore be codified by grouping them together in a single text.

(2)

The coordination of the conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States is likely to provide equivalent protection for investors at Community level, because of the more uniform guarantees offered to investors in the various Member States, it will facilitate both the admission to official stock exchange listing, in each such State, of securities from other Member States and the listing of any given security on a number of stock exchanges in the Community; it will accordingly make for greater interpenetration of national securities markets by removing those obstacles that may prudently be removed and therefore contribute to the prospect of establishing a European capital market.

(3)

Such coordination must therefore apply to securities, independently of the legal status of their issuers, and must therefore also apply to securities issued by non-member States or their regional or local authorities or international public bodies; this Directive therefore covers entities not covered by the second paragraph of Article 48 of the Treaty.

(4)

There should be the possibility of a right to apply to the courts against decisions by the competent national authorities in respect of the application of this Directive, concerning the admission of securities to official listing, although such right to apply must not be allowed to restrict the discretion of these authorities.

(5)

Initially, this coordination of the conditions for admission of securities to official listing should be sufficiently flexible to enable account to be taken of present differences in the structures of securities markets in the Member States and to enable the Member States to take account of any specific situations with which they may be confronted.

(6)

For this reason, coordination should first be limited to the establishment of minimum conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States, without however giving issuers any right to listing.

(7)

This partial coordination of the conditions for admission to official listing constitutes a first step towards subsequent closer alignment of the rules of Member States in this field.

(8)

The market in which undertakings operate has been enlarged to embrace the whole Community and this enlargement involves a corresponding increase in their financial requirements and extension of the capital markets on which they must call to satisfy them; admission to official listing on stock exchanges of Member States of securities issued by undertakings constitutes an important means of access to these capital markets; furthermore exchange restrictions on the purchase of securities traded on the stock exchanges of another Member State have been eliminated as part of the liberalisation of capital movements.

(9)

Safeguards for the protection of the interests of actual and potential investors are required in most Member States of undertakings offering their securities to the public, either at the time of their offer or of their admission to official stock exchange listing; such safeguards require the provision of information which is sufficient and as objective as possible concerning the financial circumstances of the issuer and particulars of the securities for which admission to official listing is requested; the form under which this information is required usually consists of the publication of listing particulars.

(10)

The safeguards required differ from Member State to Member State, both as regards the contents and the layout of the listing particulars and the efficacy, methods and timing of the check on the information given therein; the effect of these differences is not only to make it more difficult for undertakings to obtain admission of securities to official listing on stock exchanges of several Member States but also to hinder the acquisition by investors residing in one Member State of securities listed on stock exchanges of other Member States and thus to inhibit the financing of the undertakings and investment throughout the Community.

(11)

These differences should be eliminated by coordinating the rules and regulations without necessarily making them completely uniform, in order to achieve an adequate degree of equivalence in the safeguards required in each Member State to ensure the provision of information which is sufficient and as objective as possible for actual or potential security holders.

(12)

Such coordination must apply to securities independently of the legal status of the issuing undertaking; this Directive applies to entities to which no reference is made in the second paragraph of Article 48 of the Treaty.

(13)

Mutual recognition of listing particulars to be published for the admission of securities to official listing represents an important step forward in the creation of the Community's internal market.

(14)

In this connection, it is necessary to specify which authorities are competent to check and approve listing particulars to be published for the admission of securities to official listing in the event of simultaneous applications for admission to official listing in two or more Member States.

(15)

Article 21 of Council Directive 89/298/EEC of 17 April 1989 coordinating the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the publicf7 provides that where public offers are made simultaneously or within short intervals of one another in two or more Member States, a public-offer prospectus drawn up and approved in accordance with Article 7, 8 or 12 of that Directive must be recognised as a public-offer prospectus in the other Member States concerned on the basis of mutual recognition.

(16)

It is also desirable to provide the recognition of a public-offer prospectus as listing particulars where admission to official stock-exchange listing is requested within a short period of the public offer.

(17)

The mutual recognition of a public-offer prospectus and admission to official listings does not in itself confer a right to admissions.

(18)

It is advisable to provide for the extension, by means of agreements to be concluded by the Community with non-member countries, of the recognition of listing particulars for admission to official listings from those countries on a reciprocal basis.

(19)

It seems appropriate to provide for the possibility for the Member State in which admission to official listing is sought in certain cases to grant partial or complete exemption from the obligation to publish listing particulars for admission to official listings to issuers the securities of which have already been admitted to official stock-exchange listing in another Member State.

(20)

Companies which have already been listed in the Community for some time and are of high quality and international standing are the most likely candidates for cross-border listing. Those companies are generally well known in most Member States: information concerning them is widely circulated and available.

(21)

The aim of this Directive is to ensure that sufficient information is provided for investors; therefore, when such a company seeks to have its securities admitted to listing in a host Member State, investors operating on the market in that country may be sufficiently protected by receiving only simplified information rather than full listing particulars.

(22)

Member States may find it useful to establish non-discriminatory minimum quantitative criteria, such as the current equity market capitalisation, which issuers must fulfil to be eligible to benefit from the possibilities for exemption provided for in this Directive; given the increasing integration of securities markets, it should equally be open to the competent authorities to give smaller companies similar treatment.

(23)

Furthermore, many stock exchanges have second-tier markets in order to deal in shares of companies not admitted to official listing; in some cases the second-tier markets are regulated and supervised by authorities recognised by public bodies that impose on companies disclosure requirements equivalent in substance to those imposed on officially listed companies; therefore, the principle underlying Article 23 of this Directive could also be applied when such companies seek to have their securities admitted to official listing.

(24)

In order to protect investors the documents intended to be made available to the public must first be sent to the competent authorities in the Member State in which admission to official listing is sought; it is for that Member State to decide whether those documents should be scrutinised by its competent authorities and to determine, if necessary, the nature and the manner in which that scrutiny should be carried out.

(25)

In the case of securities admitted to official stock-exchange listing, the protection of investors requires that the latter be supplied with appropriate regular information throughout the entire period during which the securities are listed; coordination of requirements for this regular information has similar objectives to those envisaged for the listing particulars, namely to improve such protection and to make it more equivalent, to facilitate the listing of these securities on more than one stock exchange in the Community, and in so doing to contribute towards the establishment of a genuine Community capital market by permitting a fuller interpenetration of securities markets.

(26)

Under this Directive, listed companies must as soon as possible make available to investors their annual accounts and report giving information on the company for the whole of the financial year; whereas the Fourth Council Directive 78/660/EECf8 has coordinated the laws, regulations and administrative provisions of the Member States concerning the annual accounts of certain types of companies.

(27)

Companies should also, at least once during each financial year, make available to investors reports on their activities; this Directive can, consequently, be confined to coordinating the content and distribution of a single report covering the first six months of the financial year.

(28)

However, in the case of ordinary debentures, because of the rights they confer on their holders, the protection of investors by means of the publication of a half-yearly report is not essential; by virtue of this Directive, 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; the Member States may derogate from this principle only if their 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 debentures relate; consequently, regular information needs to be coordinated only for companies whose shares are admitted to official stock-exchange listing.

(29)

The half-yearly report must enable investors to make an informed appraisal of the general development of the company's activities during the period covered by the report; however, this report need contain only the essential details on the financial position and general progress of the business of the company in question.

(30)

So as to ensure the effective protection of investors and the proper operation of stock exchanges, the rules relating to regular information to be published by companies, the shares of which are admitted to official stock-exchange listing within the Community, should apply not only to companies from Member States, but also to companies from non-member countries.

(31)

A policy of adequate information of investors in the field of transferable securities is likely to improve investor protection, to increase investors' confidence in securities markets and thus to ensure that securities markets function correctly.

(32)

By making such protection more equivalent, coordination of that policy at Community level is likely to make for greater inter-penetration of the Member States' transferable securities markets and therefore help to establish a true European capital market.

(33)

To that end investors should be informed of major holdings and of changes in those holdings in Community companies the shares of which are officially listed on stock exchanges situated or operating within the Community.

(34)

Coordinated rules should be laid down concerning the detailed content and the procedure for applying that requirement.

(35)

Companies, the shares of which are officially listed on a Community stock exchange, can inform the public of changes in major holdings only if they have been informed of such changes by the holders of those holdings.

(36)

Most Member States do not subject holders to such a requirement and where such a requirement exists there are appreciable differences in the procedures for applying it; coordinated rules should therefore be adopted at Community level in this field.

(37)

This Directive should not affect the obligations of the Member States concerning the deadlines for transposition set out in Annex II, Part B,

HAVE ADOPTED THIS DIRECTIVE:

Annotations to the whole text

Footnotes

f1

OJ C 116, 20.4.2001, p. 69.

f2

Opinion of the European Parliament of 14 March 2001 (not yet published in the Official Journal) and Council Decision of 7 May 2001.

f3

OJ L 66, 16.3.1979, p. 21. Directive as last amended by Directive 88/627/EEC (OJ L 348, 17.12.1988, p. 62).

f4

OJ L 100, 17.4.1980, p. 1. Directive as last amended by European Parliament and Council Directive 94/18/EC (OJ L 135, 31.5.1994, p. 1).

f5

OJ L 48, 20.2.1982, p. 26.

f6

OJ L 348, 17.12.1988, p. 62.

f7

OJ L 124, 5.5.1989, p. 8.

f8

OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive 1999/60/EC (OJ L 162, 26.6.1999, p. 65).

Contents

  1. Title I: DEFINITIONS AND SCOPE OF APPLICATION
  2. Chapter I: Definitions
  3. 1Article 1
  4. Chapter II: Scope of application
  5. 2Article 2
  6. 3Article 3 Repealed
  7. 4Article 4 Repealed
  8. Title II: GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIES
  9. Chapter I: General conditions for admission
  10. 5Article 5
  11. 6Article 6
  12. 7Article 7
  13. Chapter II: More stringent or additional conditions and obligations
  14. 8Article 8
  15. Chapter III: Derogations
  16. 9Article 9
  17. 10Article 10
  18. Chapter IV: Powers of the national competent authorities
  19. Decision of admission
  20. 11Article 11
  21. 12Article 12
  22. 13Article 13
  23. 14Article 14
  24. 15Article 15
  25. Information requested by the competent authorities
  26. 16Article 16
  27. Action against an issuer failing to comply with the obligations resulting from admission
  28. 17Article 17
  29. Suspension and discontinuance
  30. 18Article 18
  31. Right to apply to the courts in case of refusal of admission or discontinuance
  32. 19Article 19
  33. Title III: PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTINGS OF SECURITIES
  34. Chapter I: Publication of listing particulars for admission
  35. General provisions
  36. 20Article 20 Repealed
  37. 21Article 21 Repealed
  38. 22Article 22 Repealed
  39. Partial or complete exemption from the obligation to publish listing particulars
  40. 23Article 23 Repealed
  41. Permitted omission from listing particulars of certain information
  42. 24Article 24 Repealed
  43. Contents of listing of particulars in specific cases
  44. 25Article 25 Repealed
  45. 26Article 26 Repealed
  46. 27Article 27 Repealed
  47. 28Article 28 Repealed
  48. 29Article 29 Repealed
  49. 30Article 30 Repealed
  50. 31Article 31 Repealed
  51. 32Article 32 Repealed
  52. 33Article 33 Repealed
  53. 34Article 34 Repealed
  54. Control and circulation of listing particulars
  55. 35Article 35 Repealed
  56. 36Article 36 Repealed
  57. Determination of the competent authority
  58. 37Article 37 Repealed
  59. Mutual recognition
  60. 38Article 38 Repealed
  61. 39Article 39 Repealed
  62. 40Article 40 Repealed
  63. Agreements with non-member countries
  64. 41Article 41 Repealed
  65. Chapter II: Specific conditions for the admission of shares
  66. Conditions relating to companies for the shares of which admission to official listing is sought
  67. 42Article 42
  68. 43Article 43
  69. 44Article 44
  70. Conditions relating to the shares for which admission is sought
  71. 45Article 45
  72. 46Article 46
  73. 47Article 47
  74. 48Article 48
  75. 49Article 49
  76. 50Article 50
  77. 51Article 51
  78. Chapter III: Particular conditions relating to the admission to official listing of debt securities issued by an undertaking
  79. Conditions relating to undertakings for the debt securities of which admission to official listing is sought
  80. 52Article 52
  81. Conditions relating to the debt securities for which admission to official listing is sought
  82. 53Article 53
  83. 54Article 54
  84. 55Article 55
  85. 56Article 56
  86. 57Article 57
  87. Other conditions
  88. 58Article 58
  89. 59Article 59
  90. 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
  91. 60Article 60
  92. 61Article 61
  93. 62Article 62
  94. 63Article 63
  95. Title IV: OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING
  96. Chapter I: Obligations of companies whose shares are admitted to official listing
  97. Listing of newly issued shares of the same class
  98. 64Article 64
  99. Treatment of shareholders
  100. 65Article 65 Repealed
  101. Amendment of the instrument of incorporation or the statutes
  102. 66Article 66 Repealed
  103. Annual accounts and annual report
  104. 67Article 67 Repealed
  105. Additional information
  106. 68Article 68 Repealed
  107. Equivalence of information
  108. 69Article 69 Repealed
  109. Periodical information to be published
  110. 70Article 70 Repealed
  111. 71Article 71 Repealed
  112. Publication and contents of the half-yearly report
  113. 72Article 72 Repealed
  114. 73Article 73 Repealed
  115. 74Article 74 Repealed
  116. 75Article 75 Repealed
  117. 76Article 76 Repealed
  118. 77Article 77 Repealed
  119. Chapter II: Obligation of issuers whose debt securities are admitted to official listing
  120. Debt securities issued by an undertaking
  121. 78Article 78 Repealed
  122. 79Article 79 Repealed
  123. 80Article 80 Repealed
  124. 81Article 81 Repealed
  125. 82Article 82 Repealed
  126. Debt securities issued by a State or its regional or local authorities or by a public international body
  127. 83Article 83 Repealed
  128. 84Article 84 Repealed
  129. Chapter III: Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed of
  130. General provisions
  131. 85Article 85 Repealed
  132. 86Article 86 Repealed
  133. 87Article 87 Repealed
  134. 88Article 88 Repealed
  135. Information when a major holding is acquired or disposed of
  136. 89Article 89 Repealed
  137. 90Article 90 Repealed
  138. 91Article 91 Repealed
  139. Determination of the voting rights
  140. 92Article 92 Repealed
  141. Exemptions
  142. 93Article 93 Repealed
  143. 94Article 94 Repealed
  144. 95Article 95 Repealed
  145. Competent authorities
  146. 96Article 96 Repealed
  147. Sanctions
  148. 97Article 97 Repealed
  149. Title V: PUBLICATION AND COMMUNICATION OF THE INFORMATION
  150. Chapter I: Publication and communication of listing particulars for the admission of securities to the official stock exchange listing
  151. Procedures and period of publication of listing particulars and their supplements
  152. 98Article 98 Repealed
  153. 99Article 99 Repealed
  154. 100Article 100 Repealed
  155. Prior communication to the competent authorities of the means of publication
  156. 101Article 101 Repealed
  157. Chapter II: Publication and communication of information after listing
  158. 102Article 102 Repealed
  159. Chapter III: Languages
  160. 103Article 103 Repealed
  161. 104Article 104 Repealed
  162. Title VI: COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES
  163. 105Article 105
  164. 106Article 106
  165. 107Article 107
  166. Title VII: CONTACT COMMITTEE
  167. Chapter I: Composition, working and tasks of the Committee
  168. 108Article 108 Repealed
  169. Chapter II: Adaptation of the amount of equity market capitalisation
  170. 109Article 109
  171. Title VIII: FINAL PROVISIONS
  172. 110Article 110
  173. 111Article 111
  174. 112Article 112
  175. 113Article 113
  176. Annex I: SCHEDULE OF LISTING PARTICULARS FOR THE ADMISSION OF SECURITIES TO THE OFFICIAL STOCK EXCHANGE LISTING Repealed
  177. Layout for listing particulars for the admission of shares to official stock exchange listing Repealed
  178. Chapter 1Information concerning those responsible for listing particulars and the auditing of accounts Repealed
  179. Chapter 2Information concerning admission to official listing and the shares for the admission of which application is being made Repealed
  180. Chapter 3General information about the issuer and its capital Repealed
  181. Chapter 4Information concerning the issuer's activities Repealed
  182. Chapter 5Information concerning the issuer's assets and liabilities, financial position and profits and losses Repealed
  183. Chapter 6Information concerning administration, management and supervision Repealed
  184. Chapter 7Information concerning the recent development and prospects of the issuer Repealed
  185. Annex IIPART A
  186. Annex IIICORRELATION TABLE