(a) "issuers" shall mean companies and other legal persons and any undertaking whose securities are the subject of an application for admission to official listing on a stock exchange; (b) "collective investment undertakings other than the closed-end type" shall mean unit trusts and investment companies: (i) the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk spreading, and (ii) the units of which are, at the holders' request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. Action taken by such undertakings to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption;
(c) For the purposes of this Directive "investment companies other than those of the closed-end type" shall mean investment companies: (i) the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk spreading, and (ii) the shares of which are, at the holders' request, repurchased or redeemed, directly or indirectly, out of those companies' assets. Action taken by such companies to ensure that the stock exchange value of their shares does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption;
(d) "credit institution" shall mean an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account; (e) "units of a collective investment undertaking" shall mean securities issued by a collective investment undertaking as representing the rights of participants in the assets of such an undertaking; (f) "participating interest" shall mean rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds these rights. (g) "net turnover" shall comprise the amounts derived from the sale of products and the provision of services falling within the undertaking's ordinary activities, after deduction of sales rebates and of value added tax and other taxes directly linked to the turnover; (h) "annual accounts" shall comprise the balance sheet, the profit and loss account and the notes on the accounts. These documents shall constitute a composite whole.
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
Modified by
- Directive 2003/6/EC of the European Parliament and of the Councilof 28 January 2003on insider dealing and market manipulation (market abuse), 303L0006, April 12, 2003
- Directive 2003/71/EC of the European Parliament and of the Councilof 4 November 2003on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC(Text with EEA relevance), 303L0071, December 31, 2003
- Directive 2004/109/EC of the European Parliament and of the Councilof 15 December 2004on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, 304L0109, December 31, 2004
- Directive 2005/1/EC of the European Parliament and of the Councilof 9 March 2005amending Council Directives 73/239/EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC and 93/6/EEC and Directives 94/19/EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC in order to establish a new organisational structure for financial services committees(Text with EEA relevance), 305L0001, March 24, 2005
(a) units issued by collective investment undertakings other than the closed-end type, (b) securities issued by a Member State or its regional or local authorities.
(a) units issued by collective investment undertakings other than the closed-end type, (b) securities issued by a Member State or by its regional or local authorities.
(a) securities may not be admitted to official listing on any stock exchange situated or operating within their territory unless the conditions laid down by this Directive are satisfied, and (b) that issuers of securities admitted to such official listing, regardless of the date on which this admission takes place, are subject to the obligations provided for by this Directive.
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.
(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.
(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.
(a) in Chapter 1, headings 1.1, 1.3, 1.4, 1.6 and 1.8, and (b) in Chapter 2.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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 orde 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.
(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.
(a) inform shareholders of the holding of meetings and enable them to exercise their right to vote, (b) publish notices or distribute circulars concerning the allocation and payment of dividends, the issue of new shares including allotment, subscription, renunciation and conversion arrangements, (c) designate as its agent a financial institution through which shareholders may exercise their financial rights, unless the company itself provides financial services.
(a) the net turnover, and (b) the profit or loss before or after deduction of tax.
(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.
(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.
(a) has a majority of the shareholders' or members' voting rights; or (b) has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in, or member of, the undertaking in question; or (c) is a shareholder or member and alone controls a majority of the shareholders' or members' voting rights pursuant to an agreement entered into with other shareholders or members of the undertaking.
(a) the thresholds of 20 % and ⅓ where they apply a single threshold of 25 %, (b) the threshold of ⅔ where they apply the threshold of 75 %.
Belgium, as from 1 October 1993, Denmark, as from 1 October 1991, Germany, as from 1 April 1995, Greece, as from 1 October 1992, Spain, as from 15 June 1991, France, as from 1 October 1991, Ireland, as from 1 November 1991, Italy, as from 1 June 1992, Luxembourg, as from 1 June 1993, Netherlands, as from 1 May 1992, Austria, as from 1 April 1995, Portugal, as from 1 August 1991, Finland, as from 1 April 1995, Sweden, as from 1 April 1996, and United Kingdom, as from 18 December 1993,
(a) voting rights held by other persons or entities in their own names but on behalf of that person or entity, (b) voting rights held by an undertaking controlled by that person or entity, (c) voting rights held by a third party with whom that person or entity has concluded a written agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company in question, (d) voting rights held by a third party under a written agreement concluded with that person or entity or with an undertaking controlled by that person or entity providing for the temporary transfer for consideration of the voting rights in question, (e) voting rights attaching to shares owned by that person or entity which are lodged as security, except where the person or entity holding the security controls the voting rights and declares his intention of exercising them, in which case they shall be regarded as the latter's voting rights, (f) voting rights attaching to shares of which that person or entity has the life interest, (g) voting rights which that person or entity or one of the other persons or entities mentioned in points (a) to (f) is entitled to acquire, on his own initiative alone, under a formal agreement; in such cases, the notification prescribed in Article 89(1) shall be effected on the date of the agreement, (h) voting rights attaching to shares deposited with that person or entity which that person or entity can exercise at its discretion in the absence of specific instructions from the holders.
(a) by insertion in one or more newspapers circulated throughout the Member State in which the admission to official listing of securities is sought, or widely circulated therein, or (b) in the form of a brochure to be made available, free of charge, to the public at the offices of the stock exchange or stock exchanges on which the securities are being admitted to official listing, at the registered office of the issuer and at the offices of the financial organisations retained to act as the latter's paying agents in the Member State in which the admission of securities to official listing is sought.
(a) the date on which official listing becomes effective, in the case of securities of a class already listed on the same stock exchange issued in consideration of transfers of assets other than cash, (b) the date of the opening of trading in pre-emptive subscription rights.
(a) with regard to conditions for admission of securities to official listing, the conditions of establishment, the control and circulation of listing particulars to be published for admission, and periodic information to be published by the companies of which the shares are admitted, without prejudice to Articles 226 and 227 of the Treaty to facilitate the harmonised implementation of this Directive through regular consultations on any practical problems arising from its application on which exchanges of views are deemed useful; (b) with regard to the information to be published when a major holding in a listed company is acquired or disposed of, to permit regular consultations on any practical problems which arise from the application of this Directive and on which exchanges of view are deemed useful; (c) to facilitate the establishment of a concerted attitude between the Member States on: (i) the more stringent or additional conditions and obligations which, pursuant to Article 8, they may lay down at national level; (ii) the supplements and improvements to the listing particulars which the competent authorities are entitled to require or recommend at national level; (iii) the stricter or additional requirements which they may lay down in accordance with Articles 71 and 88, so that the requirements imposed in all the Member States may be brought into line, in accordance with Article 44(2)(g) of the Treaty;
(d) to advise the Commission, if necessary, on any additions or amendments to be made to this Directive, and in particular, to consider the possible modification of Articles 71 and 73 in the light of progress towards the convergence of obligations referred to in (c)(iii) above or any adjustments to be made in accordance with Article 109.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
| Council Directive 79/279/EEC | ( |
| Council Directive 82/148/EEC | ( |
| Council Directive 88/627/EEC | ( |
| Council Directive 80/390/EEC | ( |
| Council Directive 82/148/EEC | ( |
| Council Directive 87/345/EEC | ( |
| Council Directive 90/211/EEC | ( |
| European Parliament and Council Directive 94/18/EC | ( |
| Council Directive 82/121/EEC | ( |
| Council Directive 88/627/EEC | ( |
| Directive | Time-limit for transposition |
|---|---|
| 79/279/EEC | 8 March 1981 |
| 80/390/EEC | 19 September 1982 |
| 82/121/EEC | 30 June 1983 |
| 82/148/EEC | |
| 87/345/EEC | |
| 88/627/EEC | 1 January 1991 |
| 90/211/EEC | 17 April 1991 |
| 94/18/EC |
| This Directive | Dir. 79/279/EEC | Dir. 80/390/EEC | Dir. 82/121/EEC | Dir. 88/627/EEC |
|---|---|---|---|---|
| Article 1(a) | Article 2(c) | |||
| Article 1(b), introductory phrase | Article 2(a), introductory phrase | Article 2(a), introductory phrase | ||
| Article 1(b)(i) and (ii) | Article 2(a), 1st and 2nd indents | Article 2(a), 1st and 2nd indents | ||
| Article 1(c), introductory phrase | Article 1(2), 2nd subparagraph, introductory phrase | |||
| Article 1(c) (i) and (ii) | Article 1(2), 2nd subparagraph, 1st and 2nd indents | |||
| Article 1(d) | Article 2(e) | |||
| Article 1(e) | Article 2(b) | Article 2(b) | ||
| Article 1(f) | Article 2(f) | |||
| Article 1(g) | Article 2(d) | |||
| Article 1(h) | Article 2(g) | |||
| Article 2(1) | Article 1(1) | |||
| Article 2(2), introductory phrase | Article 1(2), introductory phrase | |||
| Article 2(2)(a) and (b) | Article 1(2), 1st and 2nd indents | |||
| Article 3(1) | Article 1(1) | |||
| Article 3(2), introductory phrase | Article 1(2), introductory phrase | |||
| Article 3(2) (a) and (b) | Article 1(2), 1st and 2nd indents | |||
| Article 4(1) | Article 1(1) | |||
| Article 4(2) | Article 1(2), first subparagraph | |||
| Article 4(3) | Article 1(3) | |||
| Article 5(a) and (b) | Article 3, first and second indents | |||
| Article 6 | Article 4 | |||
| Article 7 | Article 6 | |||
| Article 8 | Article 5 | |||
| Article 9 | Article 7 | |||
| Article 10 | Article 8 | |||
| Article 11(1) | Article 9(1) | |||
| Article 11(2) | Article 9(3) | |||
| Article 12 | Article 10 | |||
| Article 13(1) | Article 18(2) | |||
| Article 13(2) | Article 18(3) | |||
| Article 14 | Article 11 | |||
| Article 15 | Article 16 | |||
| Article 16 | Article 13 | |||
| Article 17 | Article 12 | |||
| Article 18 | Article 14 | |||
| Article 19 | Article 15 | |||
| Article 20 | Article 3 | |||
| Article 21 | Article 4 | |||
| Article 22 | Article 5 | |||
| Article 23, introductory phrase | Article 6, introductory phrase | |||
| Article 23(1) and (2) | Article 6(1) and (2) | |||
| Article 23(3)(a) | Article 6(3)(a) | |||
| Article 23(3)(b), introductory phrase | Article 6(3)(b), introductory phrase | |||
| Article 23(3)(b) (i) | Article 6(3)(b), 1st indent | |||
| Article 23(3)(b) (ii) | Article 6(3)(b), 2nd indent | |||
| Article 23(3)(c), introductory phrase | Article 6(3)(c), introductory phrase | |||
| Article 23(3)(c) (i) | Article 6(3)(c), 1st indent | |||
| Article 23(3)(c) (ii) | Article 6(3)(c), 2nd indent | |||
| Article 23(3)(c) (ii), 1st indent | Article 6(3)(c), 2nd indent (i) | |||
| Article 23(3)(c) (ii), 2nd indent | Article 6(3)(c), 2nd indent (ii) | |||
| Article 23(3)(c) (iii) | Article 6(3)(c), 3rd indent | |||
| Article 23(3)(d) to (g) | Article 6(3)(d) to (g) | |||
| Article 23(4) and (5) | Article 6(4) and (5) | |||
| Article 24 | Article 7 | |||
| Article 25(1), 1st subparagraph, introductory phrase | Article 8(1), 1st subparagraph, introductory phrase | |||
| Article 25(1), 1st subparagraph, (a) to (g) | Article 8(1), 1st subparagraph, 1st to 7th indents | |||
| Article 25(1), 2nd subparagraph, introductory phrase | Article 8(1), 2nd subparagraph, introductory phrase | |||
| Article 25(1), 2nd subparagraph, (a) and (b) | Article 8(1), 2nd subparagraph, 1st and 2nd indents | |||
| Article 25(2), introductory phrase | Article 8(2), introductory phrase | |||
| Article 25(2)(a) to (d) | Article 8(2), 1st to 4th indents | |||
| Article 25(3) and (4) | Article 8(3) and (4) | |||
| Article 26(1), introductory phrase | Article 9(1), introductory phrase | |||
| Article 26(1)(a) to (g) | Article 9(1), 1st to 7th indents | |||
| Article 26(2) and (3) | Article 9(2) and (3) | |||
| Article 27 | Article 10 | |||
| Article 28(1), introductory phrase | Article 11(1), introductory phrase | |||
| Article 28(1)(a) and (b) | Article 11(1), 1st and 2nd indents | |||
| Article 28(2) | Article 11(2) | |||
| Article 28(3) introductory phrase | Article 11(3) introductory phrase | |||
| Article 28(3)(a), (b) and (c) | Article 11(3) 1st, 2nd and 3rd indent | |||
| Article 29 introductory phrase | Article 12 introductory phrase | |||
| Article 29(a) and (b) | Article 12 1st and 2nd indents | |||
| Article 30(1), 1st subparagraph, introductory phrase | Article 13(1), 1st subparagraph, introductory phrase | |||
| Article 30(1), 1st subparagraph, (a) and (b) | Article 13(1), 1st subparagraph, 1st and 2nd indents | |||
| Article 30(1), 2nd subparagraph | Article 13(1), 2nd subparagraph | |||
| Article 30(2), introductory phrase | Article 13(2), introductory phrase | |||
| Article 30(2) (a) and (b) | Article 13(2), 1st and 2nd indents | |||
| Article 30(3) and (4) | Article 13(3) and (4) | |||
| Article 31(1), introductory phrase | Article 14(1), introductory phrase | |||
| Article 31(1)(a) to (d) | Article 14(1), 1st to 4th indents | |||
| Article 31(2), 1st subparagraph (a) to (d) | Article 14(2), 1st to 4th indents | |||
| Article 31(2), 2nd subparagraph | Article 14(2), 2nd subparagraph | |||
| Article 32 | Article 15 | |||
| Article 33(1) | Article 16(1) | |||
| Article 33(2), introductory phrase | Article 16(2), introductory phrase | |||
| Article 33(2)(a), (b) and (c) | Article 16(2), 1st, 2nd and 3rd indents | |||
| Article 33(3) | Article 16(3) | |||
| Article 34 | Article 17 | |||
| Article 35 | Article 18(2) and (3), 1st subparagraph | |||
| Article 36 | Article 19 | |||
| Article 37 | Article 24 | |||
| Article 38 | Article 24a | |||
| Article 39 | Article 24b | |||
| Article 40 | Articles 24(c) (2) and (3) | |||
| Article 41 | Article 25a | |||
| Article 42 | Annex — Schedule A (I) (1) | |||
| Article 43 | Annex — Schedule A (I) (2) | |||
| Article 44 | Annex — Schedule A (I) (3) | |||
| Article 45 | Annex — Schedule A (II) (1) | |||
| Article 46 | Annex — Schedule A (II) (2) | |||
| Article 47 | Annex — Schedule A (II) (3) | |||
| Article 48 | Annex — Schedule A (II) (4) | |||
| Article 49 | Annex — Schedule A (II) (5) | |||
| Article 50 | Annex — Schedule A (II) (6) | |||
| Article 51 | Annex — Schedule A (II) (7) | |||
| Article 52 | Annex — Schedule B (A) (I) | |||
| Article 53 | Annex — Schedule B (A) (II) (1) | |||
| Article 54 | Annex — Schedule B (A) (II) (2) | |||
| Article 55 | Annex — Schedule B (A) (II) (3) | |||
| Article 56 | Annex — Schedule B (A) (II) (4) | |||
| Article 57 | Annex — Schedule B (A) (II) (5) | |||
| Article 58 | Annex — Schedule B (A) (III) (1) | |||
| Article 59 | Annex — Schedule B (A) (III) (2) | |||
| Article 60 | Annex — Schedule B (B) (1) | |||
| Article 61 | Annex — Schedule B (B) (2) | |||
| Article 62 | Annex — Schedule B (B) (3) | |||
| Article 63 | Annex — Schedule B (B) (4) | |||
| Article 64 | Annex — Schedule C (1) | |||
| Article 65(1) | Annex — Schedule C (2) (a) | |||
| Article 65(2) introductory phrase | Annex — Schedule C (2) (b), introductory phrase | |||
| Article 65(2)(a), (b) and (c) | Annex — Schedule C (2) (b), 1st, 2nd and 3rd indents | |||
| Article 66 | Annex — Schedule C (3) | |||
| Article 67 | Annex — Schedule C (4) | |||
| Article 68 | Annex — Schedule C (5)(a), (b) and (c) | |||
| Article 69 | Annex — Schedule C (6) | |||
| Article 70 | Article 2 | |||
| Article 71 | Article 3 | |||
| Article 72 | Article 4 | |||
| Article 73(1) | Article 5(1) | |||
| Article 73(2), 1st subparagraph, introductory phrase | Article 5(2), 1st subparagraph, introductory phrase | |||
| Article 73(2), 1st subparagraph (a) and (b) | Article 5(2), 1st subparagraph, 1st and 2nd indents | |||
| Article 73(2), 2nd subparagraph | Article 5(2), 2nd subparagraph | |||
| Article 73(3) to (7) | Article 5(3) to (7) | |||
| Article 74 | Article 6 | |||
| Article 75 | Article 8 | |||
| Article 76 | Article 9(3) to (6) | |||
| Article 77 | Article 10(2) | |||
| Article 78(1) | Annex — Schedule D (A) (1) (a) | |||
| Article 78(2) introductory phrase | Annex — Schedule D (A) (1) (b), introductory phrase | |||
| Article 78(2)(a) and (b) | Annex — Schedule D (A) (1) (b), 1st and 2nd indents | |||
| Article 79 | Annex — Schedule D (A) (2) | |||
| Article 80 | Annex — Schedule D (A) (3) | |||
| Article 81 | Annex — Schedule D (A) (4) | |||
| Article 82 | Annex — Schedule D (A) (5) | |||
| Article 83(1) | Annex — Schedule D (B) (1) (a) | |||
| Article 83(2), introductory phrase | Annex — Schedule D (B) (1) (b), introductory phrase | |||
| Article 83(2)(a) and (b) | Annex — Schedule D (B) (1) (b), 1st and 2nd indents | |||
| Article 84 | Annex — Schedule D (B) (2) | |||
| Article 85 | Article 1(1), (2) and (3) | |||
| Article 86 | Article 2 | |||
| Article 87 | Article 8 | |||
| Article 88 | Article 3 | |||
| Article 89(1), 1st subparagraph, introductory phrase | Article 4(1), 1st subparagraph, introductory phrase | |||
| Article 89(1), 1st subparagraph (a) and (b) | Article 4(1), 1st subparagraph, 1st and 2nd indents | |||
| Article 89(1), 2nd and 3rd subparagraphs | Article 4(1), 2nd and 3rd subparagraphs | |||
| Article 89(2) | Article 4(2) | |||
| Article 90 | Article 5 | |||
| Article 91 | Article 10(1) | |||
| Article 92, 1st subparagraph, introductory phrase | Article 7, 1st subparagraph, introductory phrase | |||
| Article 92, 1st subparagraph (a) and (h) | Article 7, 1st subparagraph, 1st to 8th indents | |||
| Article 92, 2nd subparagraph | Article 7, 2nd subparagraph | |||
| Article 93 | Article 6 | |||
| Article 94 | Article 9 | |||
| Article 95 | Article 11 | |||
| Article 96 | Article 13 | |||
| Article 97 | Article 15 | |||
| Article 98(1), introductory phrase | Article 20(1), introductory phrase | |||
| Article 98(1)(a) and (b) | Article 20(1), 1st and 2nd indents | |||
| Article 98(2) | Article 20(2) | |||
| Article 99(1) | Article 21(1) | |||
| Article 99(2), introductory phrase | Article 21(2), introductory phrase | |||
| Article 99(2)(a) and (b) | Article 21(2), 1st and 2nd indents | |||
| Article 99(3) | Article 21(3) | |||
| Article 100 | Article 23 | |||
| Article 101 | Article 22 | |||
| Article 102(1), 1st subparagraph | Article 17(1), 1st sentence | Article 10(2), 1st subparagraph | ||
| Article 102(1), 2nd subparagraph | Article 17(1), 2nd sentence | |||
| Article 102(2) | Article 7(1) and (3) | |||
| Article 103 | Article 17(2) | Article 7(2) | Article 10(2), 2nd subparagraph | |
| Article 104 | Article 6a | |||
| Article 105(1) and (2) | Article 9(1) and (2) | Article 18(1) and (3), 2nd subparagraph | Article 9(1) and (2) | Article 12(1) and (2) |
| Article 105(3) | Article 18(4) | Article 9(7) | ||
| Article 106 | Article 18(1) | Article 24c(1) | Article 10(1) | Article 12(3) |
| Article 107(1) and (2) | Article 19 | Article 25(1) and (2) | Article 14(1) and (2) | |
| Article 107(3) 1st subparagraph | Article 25(3) | |||
| Article 107(3) 2nd subparagraph | Article 14(3) | |||
| Article 108(1), 1st subparagraph | Article 20(1), introductory phrase | |||
| Article 108(1), 2nd and 3rd subparagraphs | Article 20(3) and (4) | |||
| Article 108(2), 1st subparagraph, point (a) | Article 20(1), introductory phrase and point (a) | Article 26(1)(a) | Article 11(1)(a) | |
| Article 108(2), 1st subparagraph, point (b) | Article 16(1)(a) | |||
| Article 108(2), 1st subparagraph, point (c) (i) | Article 20(1)(b) | |||
| Article 108(2), 1st subparagraph, point (c) (ii) | Article 26(1)(b) | |||
| Article 108(2), 1st subparagraph, point (c) (iii) | Article 11(1)(b) | Article 16(1)(b) | ||
| Article 108(2), 1st subparagraph, point (d) | Article 20(1)(c) | Article 26(1)(c) | Article 11(1)(c) | Article 16(1)(c) |
| Article 108(2), 2nd subparagraph | Article 20(2) | Article 26(2) | ||
| Article 109 | Article 21 | |||
| Article 110 | Article 22(2) | Article 27(2) | Article 12(3) | Article 17(2) |
| Article 111 | ||||
| Article 112 | ||||
| Article 113 | ||||
| Annex I — Schedule A, Chapter I | Annex — Schedule A, Chapter 1 | |||
| Annex I — Schedule A, Chapter 2 — 2.1 to 2.4.4 | Annex — Schedule A, Chapter 2 — 2.1 to 2.4.4 | |||
| Annex I — Schedule A, Chapter 2 — 2.4.5, 1st subparagraph, introductory phrase | Annex — Schedule A, Chapter 2 — 2.4.5, 1st subparagraph, introductory phrase | |||
| Annex I — Schedule A, Chapter 2 — 2.4.5, 1st subparagraph (a) and (b) | Annex — Schedule A, Chapter 2 — 2.4.5, 1st subparagraph, 1st and 2nd indents | |||
| Annex I — Schedule A, Chapter 2 — 2.4.5, 2nd subparagraph | Annex — Schedule A, Chapter 2 — 2.4.5, 2nd subparagraph | |||
| Annex I — Schedule A, Chapter 2 — 2.5 | Annex — Schedule A, Chapter 2 — 2.5 | |||
| Annex I — Schedule A, Chapter 3 — 3.1 to 3.2.0 | Annex — Schedule A, Chapter 3 — 3.1 to 3.2.0 | |||
| Annex I — Schedule A, Chapter 3 — 3.2.1 introductory phrase | Annex — Schedule A, Chapter 3 — 3.2.1 introductory phrase | |||
| Annex I — Schedule A, Chapter 3 — 3.2.1 (a), (b) and (c) | Annex — Schedule A, Chapter 3 — 3.2.1, 1st, 2nd and 3rd indents | |||
| Annex I — Schedule A, Chapter 3 — 3.2.2 to 3.2.9 | Annex — Schedule A, Chapter 3 — 3.2.2 to 3.2.9 | |||
| Annex I — Schedule A, Chapter 4 | Annex — Schedule A, Chapter 4 | |||
| Annex I — Schedule A, Chapter 5 — 5.1 to 5.3 | Annex — Schedule A, Chapter 5 — 5.1 to 5.3 | |||
| Annex I — Schedule A, Chapter 5 — 5.4 (a) and (b) | Annex — Schedule A, Chapter 5 — 5.4 (a) and (b) | |||
| Annex I — Schedule A, Chapter 5 — 5.4 (c) (i) and (ii) | Annex — Schedule A, Chapter 5 — 5.4 (c) 1st and 2nd indents | |||
| Annex I — Schedule A, Chapter 5 — 5.5 and 5.6 | Annex — Schedule A, Chapter 5 — 5.5 and 5.6 | |||
| Annex I — Schedule A, Chapter 6 | Annex — Schedule A, Chapter 6 | |||
| Annex I — Schedule A, Chapter 7 — 7.1 introductory phrase | Annex — Schedule A, Chapter 7 — 7.1 introductory phrase | |||
| Annex I — Schedule A, Chapter 7 —7.1 (a) and (b) | Annex — Schedule A, Chapter 7 — 7.1, 1st and 2nd indents | |||
| Annex I — Schedule A, Chapter 7 — 7.2 | Annex — Schedule A, Chapter 7 — 7.2 | |||
| Annex I — Schedule B, Chapter 1 — 4 | Annex — Schedule B, Chapter 1—4 | |||
| Annex I — Schedule B, Chapter 5 — 5.1 to 5.1.3 | Annex — Schedule B, Chapter 5 — 5.1 to 5.1.3 | |||
| Annex I — Schedule B, Chapter 5 — 5.1.4, 1st subparagraph, introductory phrase | Annex — Schedule B, Chapter 5 — 5.1.4, 1st subparagraph, introductory phrase | |||
| Annex I — Schedule B, Chapter 5 — 5.1.4, 1st subparagraph (a), (b) and (c) | Annex — Schedule B, Chapter 5 — 5.1.4, 1st subparagraph, 1st, 2nd and 3rd indents | |||
| Annex I — Schedule B, Chapter 5 — 5.1.4, 2nd, 3rd and 4th subparagraphs | Annex — Schedule B, Chapter 5 — 5.1.4, 2nd, 3rd and 4th subparagraphs | |||
| Annex I — Schedule B, Chapter 5 — 5.1.5 to 5.2 | Annex — Schedule B, Chapter 5 — 5.1.5 to 5.2 | |||
| Annex I — Schedule B, Chapter 5 — 5.3 introductory sentence | Annex — Schedule B, Chapter 5 — 5.3 introductory sentence | |||
| Annex I — Schedule B, Chapter 5 — 5.3 (a) and (b) | Annex — Schedule B, Chapter 5 — 5.3 (a) and (b) | |||
| Annex I — Schedule B, Chapter 5 — 5.3 (c) (i) and (ii) | Annex — Schedule B, Chapter 5 — 5.3 (c) 1st and 2nd indents | |||
| Annex I — Schedule B, Chapter 6 | Annex — Schedule B, Chapter 6 | |||
| Annex I — Schedule B, Chapter 7 — 7.1 introductory phrase | Annex — Schedule B, Chapter 7 — 7.1 introductory phrase | |||
| Annex I — Schedule B, Chapter 7 — 7.1 (a) and (b) | Annex — Schedule B, Chapter 7 — 7.1, 1st and 2nd indents | |||
| Annex I — Schedule B, Chapter 7 — 7.2 | Annex — Schedule B, Chapter 7 — 7.2 | |||
| Annex I — Schedule C, Chapter 1 | Annex — Schedule C, Chapter 1 | |||
| Annex I — Schedule C, Chapter 2 — 2.1 to 2.1.2 | Annex — Schedule C, Chapter 2 — 2.1.2 | |||
| Annex I — Schedule C, Chapter 2 — 2.2 introductory phrase | Annex — Schedule C, Chapter 2 — 2.2 introductory phrase | |||
| Annex I — Schedule C, Chapter 2 — 2.2 (a) to (d) | Annex — Schedule C, Chapter 2 — 2.2, 1st to 4th indents | |||
| Annex I — Schedule C, Chapter 2 — 2.3 to 2.6 | Annex — Schedule C, Chapter 2 — 2.3 to 2.6 | |||
| Annex II | ||||
| Annex III |