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Admission of securities to official stock-exchange listing and information to be published on those securities
The aim of this Directive is to coordinate the conditions for the admission of securities to official stock-exchange listing and the information to be published on those securities in order to provide equivalent protection for investors at Community level.
Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listings and on information to be published on those securities [See amending acts].
In line with the objectives pursued by the Financial Services Action Plan (FSAP), this Directive aims to consolidate the existing measures concerning the conditions for admission of securities to official stock-exchange listing and the financial information that listed companies must make available to investors. The existing measures are:
- Council Directive 79/279/EEC coordinating the conditions for the admission of securities to official stock-exchange listing;
- Council Directive 80/390/EEC 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 listing;
- Council Directive 82/121/EEC on information to be published on a regular basis by companies the shares of which have been admitted to official stock-exchange listing;
- Council Directive 88/627/EEC on the information to be published when a major holding in a listed company is acquired or disposed of.
The rules must also be flexible, minimal and partial in order to allow firms with increasing financial requirements to have access to liberalised capital markets.
Consequently, over and above the consolidation provided for by Directive 2001/34/EC, the modernisation and harmonisation of securities markets with a view to achieving a genuine capital market means both stepping up and simplifying requirements, thereby helping to promote consistency and guarantee investor protection. To this end, Directives 2003/71/EC and 2004/109/EC continue the consolidation process initiated by Directive 2001/34/EC, primarily by harmonising the conditions for the provision of information regarding requests for the admission of securities to official stock-exchange listing and the information on securities admitted to trading.
The coordination introduced by the Directive concerns all securities for which admission to official listing is requested and those admitted, irrespective of the legal nature of their issuer. However, certain exemptions are possible in the case of securities issued by non-member countries or their regional or local authorities, by public international bodies, by the European Central Bank and by the central banks of Member States.
In order to protect investors, information on the financial circumstances of the issuer and details of the securities must be disclosed. More specifically, in the case of securities for which admission to official listing is requested, the information required is published in a prospectus.
The coordination of requirements for the drawing-up, approval and distribution of this prospectus, a sort of "single passport" for issuers, is ensured by its mutual recognition. That said, such mutual recognition does not in itself confer the right to admission to official listing.
The information provided to investors must be minimal, sufficient, regular, adequate and international:
- minimal since Member States may find it useful to establish non-discriminatory minimum quantitative criteria which issuers must meet in order to benefit from the possibilities for exemption provided for in the Directive; this does not rule out the right of Member States to impose stricter rules should they so wish;
- sufficient to ensure that investors possess the relevant information;
- regular so that investors are supplied with appropriate information throughout the entire period during which the securities are listed; irrespective of whether the information is provided in the form of an annual financial report, a half-yearly report or interim management statements, it must accurately reflect the current situation and prospects of the issuer;
- adequate in that investors must be informed by shareholders of "major" holdings of changes in those holdings;
- international since the principle of equivalence in respect of the disclosure requirement also applies to issuers located in non-member countries.
In order to simplify access to the prospectus and the information and, in the process, increase harmonisation of securities markets, the home Member State, i.e. the country where the issuer has its registered office, is the sole base for provision of the documents.
Moreover, the need for consistency and efficiency in relation to publication and disclosure of the information militates in favour of the use of a common language, be it a language accepted by the competent authorities of the home and/or host Member State(s) or a language that is customary in the sphere of international.
|Act||Entry into force||Deadline for transposition in the Member States||Official Journal|
|Directive 2001/34/EC [adoption: codecision COD/2000/0174]||26.07.2001||-||OJ L 184 of 06.07.2001|
|Amending act(s)||Entry into force||Deadline for transposition in the Member States||Official Journal|
|Directive 2003/71/EC [adoption: codecision COD/2001/0117]||31.12.2003||01.07.2005||OJ L 345 of 31.12.2003|
|Directive 2004/109/EC [adoption: codecision COD/2003/0045]||20.01.2005||20.01.2007||OJ L 390 of 31.12.2004|
|Directive 2005/1/EC [adoption: codecision COD/2003/0263]||13.04.2005||13.05.2005||OJ L 79 of 24.03.2005|