Search Legislation

Directive 2001/34/EC of the European Parliament and of the CouncilShow full title

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 TABLE OF CONTENTS RECITALSTITLE I: DEFINITIONS AND SCOPE OF APPLICATIONChapter I: DefinitionsArticle 1Chapter II: Scope of applicationArticle 2Article 3Article 4TITLE II: GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIESChapter I: General conditions for admissionArticle 5Article 6Article 7Chapter II: More stringent or additional conditions and obligationsArticle 8Chapter III: DerogationsArticle 9Article 10Chapter IV: Powers of the national competent authoritiesSection 1: Decision of admissionArticle 11Article 12Article 13Article 14Article 15Section 2: Information requested by the competent authoritiesArticle 16Section 3: Actions against an issuer failing to comply to the obligations resulting from admissionArticle 17Section 4: Suspension and discontinuanceArticle 18Section 5: Right to apply to the courts in case of refusal of admission or discontinuanceArticle 19TITLE III: PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTING OF SECURITIESChapter I: Publication of listing particulars for admissionSection 1: General provisionsArticle 20Article 21Article 22Section 2: Partial or complete exemption from the obligation to publish listing particularsArticle 23Section 3: Permitted omission from the listing particulars of certain informationArticle 24Section 4: Contents of the listing of particulars in certain specific casesArticle 25Article 26Article 27Article 28Article 29Article 30Article 31Article 32Article 33Article 34Section 5: Control and circulation of listing particularsArticle 35Article 36Section 6: Determination of the competent authorityArticle 37Section 7: Mutual recognitionArticle 38Article 39Article 40Section 8: Negotiations with non-member countriesArticle 41Chapter II: Particular conditions for the admission of sharesSection 1: Conditions relating to companies for the shares of which admission to official listing is soughtArticle 42Article 43Article 44Section 2: Conditions relating to the shares for which admission is soughtArticle 45Article 46Article 47Article 48Article 49Article 50Article 51Chapter III: Particular conditions relating to the admission to the official listing of debt securities issued by an undertakingSection 1: Conditions relating to undertakings for the debt securities of which admission to official listing is soughtArticle 52Section 2: Conditions relating to the debt securities for which admission to official listing is soughtArticle 53Article 54Article 55Article 56Article 57Section 3: Other conditionsArticle 58Article 59Chapter IV: Particular conditions relating to the admission to official listing of debt securities issued by a State, its regional or local authorities or a public international bodyArticle 60Article 61Article 62Article 63TITLE IV: ONGOING OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTINGChapter I: Obligations of companies whose shares are admitted to official listingSection 1: Listing of newly issued shares of the same classArticle 64Section 2: Treatment of shareholdersArticle 65Section 3: Amendment of the instrument of incorporation or the statutesArticle 66Section 4: Annual accounts and annual reportArticle 67Section 5: Additional informationArticle 68Section 6: Equivalence of informationArticle 69Section 7: Periodical information to be publishedArticle 70Article 71Section 8: Publication and contents of the half-yearly reportArticle 72Article 73Article 74Article 75Article 76Article 77Chapter II: Obligation of issuers whose debt securities are admitted to official listingSection 1: Debt securities issued by an undertakingArticle 78Article 79Article 80Article 81Article 82Section 2: Debt securities issued by a State or its regional or local authorities or by a public international bodyArticle 83Article 84Chapter III: Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed ofSection 1: General provisionsArticle 85Article 86Article 87Article 88Section 2: Information when a major holding is acquired or disposed ofArticle 89Article 90Article 91Section 3: Determination of the voting rightsArticle 92Section 4: ExemptionsArticle 93Article 94Article 95Section 5: Competent authoritiesArticle 96Section 6: SanctionsArticle 97TITLE V: PUBLICATION AND COMMUNICATION OF THE INFORMATIONChapter I: Publication and communication of listing particulars for the admission of securities to the official stock exchange listingSection 1: Procedures and period of publication of listing particulars and their supplementsArticle 98Article 99Article 100Section 2: Prior communication to the competent authorities of the means of publicationArticle 101Chapter II: Publication and communication of information after listingArticle 102Chapter III: LanguagesArticle 103Article 104TITLE VI: COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATESArticle 105Article 106Article 107TITLE VII: CONTACT COMMITTEEChapter 1: Composition, working and tasks of the CommitteeArticle 108Chapter II: Adaptation of the amount of equity market capitalisationArticle 109TITLE VIII: FINAL PROVISIONSArticle 110Article 111Article 112Article 113Annex I — Schedule of listing particulars for the admission of securities to the official stock exchange listingAnnex II — Part A: Repealed Directives and their successive amendmentsAnnex II — Part B: Deadlines for transposition into national lawAnnex III — Correlation table

 Help about what version

What Version

 Help about advanced features

Advanced Features

 Help about opening options

Opening OptionsExpand opening options

 Help about UK-EU Regulation

Legislation originating from the EU

When the UK left the EU, legislation.gov.uk published EU legislation that had been published by the EU up to IP completion day (31 December 2020 11.00 p.m.). On legislation.gov.uk, these items of legislation are kept up-to-date with any amendments made by the UK since then.

Changes over time for: Directive 2001/34/EC of the European Parliament and of the Council (without Annexes)

 Help about opening options

Status:

EU Directives are published on this site to aid cross referencing from UK legislation. Since IP completion day (31 December 2020 11.00 p.m.) no amendments have been applied to this version.

TITLE IU.K.DEFINITIONS AND SCOPE OF APPLICATION

CHAPTER IU.K.Definitions

Article 1U.K.

For the purposes of this Directive:

(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[F1.]

(g)

[F2. . . . .

(h)

. . . . .]

CHAPTER IIU.K.Scope of application

Article 2U.K.

1.Articles 5 to 19, 42 to 69, and 78 to 84 shall apply to securities which are admitted to official listing or are the subject of an application for admission to official listing on a stock exchange situated or operating within a Member State.

2.Member States may decide not to apply the provisions mentioned in paragraph 1 to:

(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.

F3Article 3U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 4U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TITLE IIU.K.GENERAL PROVISIONS CONCERNING THE OFFICIAL LISTING OF SECURITIES

CHAPTER IU.K.General conditions for admission

Article 5U.K.

Member States shall ensure that:

(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.

Article 6U.K.

1.The admission of securities to official listing shall be subject to the conditions set out in Articles 42 to 51, or 52 to 63, relating to shares and debt securities respectively.

F22.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.Certificates representing shares may be admitted to official listing only if the issuer of the shares represented fulfils the conditions set out in Articles 42 to 44 and the obligations set out in Articles 64 to 69 and if the certificates fulfil the conditions set out in Articles 45 to 50.

Article 7U.K.

Member States may not make the admission to official listing of securities issued by companies or other legal persons which are nationals of another Member State subject to the condition that the securities must already have been admitted to official listing on a stock exchange situated or operating in one of the Member States.

CHAPTER IIU.K.More stringent or additional conditions and obligations

Article 8U.K.

1.Subject to the prohibitions provided for in Article 7 and in Articles 42 to 63, the Member States may make the admission of securities to official listing subject to more stringent conditions than those set out in Articles 42 to 63 or to additional conditions, provided that these more stringent and additional conditions apply generally for all issuers or for individual classes of issuer and that they have been published before application for admission of such securities is made.

[F12. Member States may make the issuers of securities admitted to official listing subject to additional obligations, provided that those additional obligations apply generally for all issuers or for individual classes of issuers.]

3.Member States may, under the same conditions as those laid down in Article 9, authorise derogations from the additional or more stringent conditions and obligations referred to in paragraphs 1 and 2 hereof.

4.Member States may, in accordance with the applicable national rules require issuers of securities admitted to official listing to inform the public on a regular basis of their financial position and the general course of their business.

CHAPTER IIIU.K.Derogations

Article 9U.K.

Any derogations from the conditions for the admission of securities to official listing which may be authorised in accordance with Articles 42 to 63 must apply generally for all issuers where the circumstances justifying them are similar.

Article 10U.K.

Member States may decide not to apply the conditions set out in Articles 52 to 63 and the obligations set out in Article 81(1) and (3) in respect of applications for admission to official listing of debt securities issued by companies and other legal persons which are nationals of a Member State and which are set up by, governed by or managed pursuant to a special law where repayments and interest payments in respect of those securities are guaranteed by a Member State or one of its federal states.

CHAPTER IVU.K.Powers of the national competent authorities

Section 1U.K.Decision of admission

Article 11U.K.

1.The competent authorities referred to in Article 105 shall decide on the admission of securities to official listing on a stock exchange situated or operating within their territories.

2.Without prejudice to the other powers conferred upon them, the competent authorities may reject an application for the admission of a security to official listing if, in their opinion, the issuer's situation is such that admission would be detrimental to investors' interests.

Article 12U.K.

By way of derogation from Article 8, Member States may, solely in the interests of protecting the investors, give the competent authorities power to make the admission of a security to official listing subject to any special condition which the competent authorities consider appropriate and of which they have explicitly informed the applicant.

Article 13U.K.

1.Where applications are to be made simultaneously or within short intervals of one another for admission of the same securities to official listing on stock exchanges situated or operating in more than one Member State, or where an application for admission is made in respect of a security already listed on a stock exchange in another Member State, the competent authorities shall communicate with each other and make such arrangements as may be necessary to expedite the procedure and simplify as far as possible the formalities and any additional conditions required for admission of the security concerned.

2.In order to facilitate the work of the competent authorities, any application for the admission of a security to official listing on a stock exchange situated or operating in a Member State must state whether a similar application is being or has been made in another Member State, or will be made in the near future.

Article 14U.K.

The competent authorities may refuse to admit to official listing a security already officially listed in another Member State where the issuer fails to comply with the obligations resulting from admission in that Member State.

Article 15U.K.

Where an application for admission to official listing relates to certificates representing shares, the application shall be considered only if the competent authorities are of the opinion that the issuer of the certificates is offering adequate safeguards for the protection of investors.

Section 2U.K.Information requested by the competent authorities

Article 16U.K.

1.An issuer whose securities are admitted to official listing shall provide the competent authorities with all the information which the latter consider appropriate in order to protect investors or ensure the smooth operation of the market.

2.Where protection of investors or the smooth operation of the market so requires, an issuer may be required by the competent authorities to publish such information in such a form and within such time limits as they consider appropriate. Should the issuer fail to comply with such requirement, the competent authorities may themselves publish such information after having heard the issuer.

Section 3U.K.Action against an issuer failing to comply with the obligations resulting from admission

Article 17U.K.

Without prejudice to any other action or penalties which they may contemplate in the event of failure on the part of the issuer to comply with the obligations resulting from admission to official listing, the competent authorities may make public the fact that an issuer is failing to comply with those obligations.

Section 4U.K.Suspension and discontinuance

Article 18U.K.

1.The competent authorities may decide to suspend the listing of a security where the smooth operation of the market is, or may be, temporarily jeopardised or where protection of investors so requires.

2.The competent authorities may decide that the listing of the security be discontinued where they are satisfied that, owing to special circumstances, normal regular dealings in a security are no longer possible.

Section 5U.K.Right to apply to the courts in case of refusal of admission or discontinuance

Article 19U.K.

1.Member States shall ensure decisions of the competent authorities refusing the admission of a security to official listing or discontinuing such a listing shall be subject to the right to apply to the courts.

2.An applicant shall be notified of a decision regarding his application for admission to official listing within six months of receipt of the application or, should the competent authority require any further information within that period, within six months of the applicant's supplying such information.

3.Failure to give a decision within the time limit specified in paragraph 2 shall be deemed a rejection of the application. Such rejection shall give rise to the right to apply to the courts provided for in paragraph 1.

TITLE IIIU.K.PARTICULAR CONDITIONS RELATING TO OFFICIAL LISTINGS OF SECURITIES

CHAPTER IU.K.Publication of listing particulars for admission

Section 1U.K.General provisions

F3Article 20U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 21U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 22U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2U.K.Partial or complete exemption from the obligation to publish listing particulars

F3Article 23U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3U.K.Permitted omission from listing particulars of certain information

F3Article 24U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4U.K.Contents of listing of particulars in specific cases

F3Article 25U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 26U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 27U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 28U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 29U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 30U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 31U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 32U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 33U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 34U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5U.K.Control and circulation of listing particulars

F3Article 35U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 36U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6U.K.Determination of the competent authority

F3Article 37U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7U.K.Mutual recognition

F3Article 38U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 39U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 40U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 8U.K.Agreements with non-member countries

F3Article 41U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIU.K.Specific conditions for the admission of shares

Section 1U.K.Conditions relating to companies for the shares of which admission to official listing is sought

Article 42U.K.

The legal position of the company must be in conformity with the laws and Regulations to which it is subject, as regards both its formation and its operation under its statutes.

Article 43U.K.

1.The foreseeable market capitalisation of the shares for which admission to official listing is sought or, if this cannot be assessed, the company's capital and reserves, including profit or loss, from the last financial year, must be at least one million euro.

2.Member States may provide for admission to official listing, even when this condition is not fulfilled, provided that the competent authorities are satisfied that there will be an adequate market for the shares concerned.

3.A higher foreseeable market capitalisation or higher capital and reserves may be required by a Member State for admission to official listing only if another regulated, regularly operating, recognised open market exists in that State and the requirements for it are equal to or less than those referred to in paragraph 1.

4.The condition set out in paragraph 1 shall not be applicable for the admission to official listing of a further block of shares of the same class as those already admitted.

5.The equivalent in national currency of one million euro shall initially be the equivalent in national currency of one million European units of account that were applicable on 5 March 1979.

6.If, as a result of adjustment of the equivalent of the euro in national currency, the market capitalisation expressed in national currency remains for a period of one year at least 10 % more or less than the value of one million euro the Member state must, within the 12 months following the expiry of that period, adjust its laws, regulations or administrative provisions to comply with paragraph 1.

Article 44U.K.

A company must have published or filed its annual accounts in accordance with national law for the three financial years preceding the application for official listing. By way of exception, the competent authorities may derogate from this condition where such derogation is desirable in the interests of the company or of investors and where the competent authorities are satisfied that investors have the necessary information available to be able to arrive at an informed judgement on the company and the shares for which admission to official listing is sought.

Section 2U.K.Conditions relating to the shares for which admission is sought

Article 45U.K.

The legal position of the shares must be in conformity with the laws and regulations to which they are subject.

Article 46U.K.

1.The shares must be freely negotiable.

2.The competent authorities may treat shares which are not fully paid up as freely negotiable, if arrangements have been made to ensure that the negotiability of such shares is not restricted and that dealing is made open and proper by providing the public with all appropriate information.

3.The competent authorities may, in the case of the admission to official listing of shares which may be acquired only subject to approval, derogate from paragraph 1 only if the use of the approval clause does not disturb the market.

Article 47U.K.

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted.

Article 48U.K.

1.A sufficient number of shares must be distributed to the public in one or more Member States not later than the time of admission.

2.The condition set out in paragraph 1 shall not apply where shares are to be distributed to the public through the stock exchange. In that event, admission to official listing may be granted only if the competent authorities are satisfied that a sufficient number of shares will be distributed through the stock exchange within a short period.

3.Where admission to official listing is sought for a further block of shares of the same class, the competent authorities may assess whether a sufficient number of shares has been distributed to the public in relation to all the shares issued and not only in relation to this further block.

4.By way of derogation from paragraph 1, if the shares are admitted to official listing in one or more non-member countries, the competent authorities may provide for their admission to official listing if a sufficient number of shares is distributed to the public in the non-Member State or States where they are listed.

5.A sufficient number of shares shall be deemed to have been distributed either when the shares in respect of which application for admission has been made are in the hands of the public to the extent of a least 25 % of the subscribed capital represented by the class of shares concerned or when, in view of the large number of shares of the same class and the extent of their distribution to the public, the market will operate properly with a lower percentage.

Article 49U.K.

1.The application for admission to official listing must cover all the shares of the same class already issued.

2.Member States may provide that this condition shall not apply to applications for admission not covering all the shares of the same class already issued where the shares of that class for which admission is not sought belong to blocks serving to maintain control of the company or are not negotiable for a certain time under agreements, provided that the public is informed of such situations and that there is no danger of such situations prejudicing the interests of the holders of the shares for which admission to official listing is sought.

Article 50U.K.

1.For the admission to official listing of shares issued by companies which are nationals of another Member State and which shares have a physical form it is necessary and sufficient that their physical form comply with the standards laid down in that other Member State. Where the physical form does not conform to the standards in force in the Member State in which admission to official listing is applied for, the competent authorities of that state shall make that fact known to the public.

2.The physical form of shares issued by companies which are nationals of a non-member country must afford sufficient safeguard for the protection of the investors.

Article 51U.K.

If the shares issued by a company which is a national of a non-member country are not listed in either the country of origin or in the country in which the major proportion of the shares is held, they may not be admitted to official listing unless the competent authorities are satisfied that the absence of a listing in the country of origin or in the country in which the major proportion is held is not due to the need to protect investors.

CHAPTER IIIU.K.Particular conditions relating to the admission to official listing of debt securities issued by an undertaking

Section 1U.K.Conditions relating to undertakings for the debt securities of which admission to official listing is sought

Article 52U.K.

The legal position of the undertaking must be in conformity with the laws and regulations to which it is subject, as regards both its formation and its operation under its statutes.

Section 2U.K.Conditions relating to the debt securities for which admission to official listing is sought

Article 53U.K.

The legal position of the debt securities must be in conformity with the laws and regulations to which they are subject.

Article 54U.K.

1.The debt securities must be freely negotiable.

2.The competent authorities may treat debt securities which are not fully paid up as freely negotiable if arrangements have been made to ensure that the negotiability of these debt securities is not restricted and that dealing is made open and proper by providing the public with all appropriate information.

Article 55U.K.

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted. This provision shall not apply in the case of tap issues of debt securities when the closing date for subscription is not fixed.

Article 56U.K.

The application for admission to official listing must cover all debt securities ranking pari passu.

Article 57U.K.

1.For the admission to official listing of debt securities issued by undertakings which are nationals of another Member State and which debt securities have a physical form, it is necessary and sufficient that their physical form comply with the standards laid down in that other Member State. Where the physical form does not conform to the standards in force in the Member State in which admission to official listing is applied for, the competent authorities of that State shall make that fact known to the public.

2.The physical form of debt securities issued in a single Member State must conform to the standards in force in that State.

3.The physical form of debt securities issued by undertakings which are nationals of a non-member country must afford sufficient safeguard for the protection of the investors.

Section 3U.K.Other conditions

Article 58U.K.

1.The amount of the loan may not be less than EUR 200 000. This provision shall not be applicable in the case of tap issues where the amount of the loan is not fixed.

2.Member States may provide for admission to official listing even when this condition is not fulfilled, where the competent authorities are satisfied that there will be a sufficient market for the debt securities concerned.

3.The equivalent in national currency of EUR 200 000 shall initially be the equivalent in national currency of 200 000 units of account that were applicable on 5 March 1979.

4.If as a result of adjustment of the equivalent of the euro in national currency the minimum amount of the loan expressed in national currency remains, for a period of one year, at least 10 % less than the value of EUR 200 000 the Member State must, within the 12 months following the expiry of that period, amend its laws, regulations and administrative provisions to comply with paragraph 1.

Article 59U.K.

1.Convertible or exchangeable debentures and debentures with warrants may be admitted to official listing only if the related shares are already listed on the same stock exchange or on another regulated, regularly operating, recognised open market or are so admitted simultaneously.

2.Member States may, by way of derogation from paragraph 1, provide for the admission to official listing of convertible or exchangeable debentures or debentures with warrants, if the competent authorities are satisfied that holders have at their disposal all the information necessary to form an opinion concerning the value of the shares to which these debt securities relate.

CHAPTER IVU.K.Particular conditions relating to the admission to official listing of Debt securities issued by a State, its regional or local authorities or a public international body

Article 60U.K.

The debt securities must be freely negotiable.

Article 61U.K.

Where public issue precedes admission to official listing, the first listing may be made only after the end of the period during which subscription applications may be submitted. This provision shall not apply where the closing date for subscription is not fixed.

Article 62U.K.

The application for admission to official listing must cover all the securities ranking pari passu.

Article 63U.K.

1.For the admission to official listing of debt securities which are issued by a Member State or its regional or local authorities in a physical form, it is necessary and sufficient that such physical form comply with the standards in force in that Member State. Where the physical form does not comply with the standards in force in the Member State where admission to official listing is applied for, the competent authorities of that state shall bring this situation to the attention of the public.

2.The physical form of debt securities issued by non-member countries or their regional or local authorities or by public international bodies must afford sufficient safeguard for the protection of the investors.

TITLE IVU.K.OBLIGATIONS RELATING TO SECURITIES ADMITTED TO OFFICIAL LISTING

CHAPTER IU.K.Obligations of companies whose shares are admitted to official listing

Section 1U.K.Listing of newly issued shares of the same class

Article 64U.K.

Without prejudice to Article 49(2), in the case of a new public issue of shares of the same class as those already officially listed, the company shall be required, where the new shares are not automatically admitted, to apply for their admission to the same listing, either not more than a year after their issue or when they become freely negotiable.

Section 2U.K.Treatment of shareholders

F2Article 65U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3U.K.Amendment of the instrument of incorporation or the statutes

F2Article 66U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4U.K.Annual accounts and annual report

F2Article 67U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5U.K.Additional information

F2Article 68U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6U.K.Equivalence of information

F2Article 69U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7U.K.Periodical information to be published

F2Article 70U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 71U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 8U.K.Publication and contents of the half-yearly report

F2Article 72U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 73U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 74U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 75U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 76U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 77U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIU.K.Obligation of issuers whose debt securities are admitted to official listing

Section 1U.K.Debt securities issued by an undertaking

F2Article 78U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 79U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 80U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 81U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 82U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2U.K.Debt securities issued by a State or its regional or local authorities or by a public international body

F2Article 83U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 84U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIIU.K.Obligations relating to the information to be published when a major holding in a listed company is acquired or disposed of

Section 1U.K.General provisions

F2Article 85U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 86U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 87U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 88U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2U.K.Information when a major holding is acquired or disposed of

F2Article 89U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 90U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 91U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3U.K.Determination of the voting rights

F2Article 92U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4U.K.Exemptions

F2Article 93U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 94U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2Article 95U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5U.K.Competent authorities

F2Article 96U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6U.K.Sanctions

F2Article 97U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TITLE VU.K.PUBLICATION AND COMMUNICATION OF THE INFORMATION

CHAPTER IU.K.Publication and communication of listing particulars for the admission of securities to the official stock exchange listing

Section 1U.K.Procedures and period of publication of listing particulars and their supplements

F3Article 98U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 99U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 100U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2U.K.Prior communication to the competent authorities of the means of publication

F3Article 101U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIU.K.Publication and communication of information after listing

F2Article 102U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIIU.K.Languages

F2Article 103U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F3Article 104U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TITLE VIU.K.COMPETENT AUTHORITIES AND COOPERATION BETWEEN MEMBER STATES

Article 105U.K.

1.Member States shall ensure that this Directive is applied and shall appoint one or more competent authorities for the purposes of the Directive. They shall notify the Commission thereof, giving details of any division of powers among them.

2.Member States shall ensure that the competent authorities have the powers necessary for them to carry out their task.

3.This Directive shall not affect the competent authorities' liability, which shall continue to be governed solely by national law.

Article 106U.K.

The competent authorities shall cooperate whenever necessary for the purpose of carrying out their duties and shall exchange any information useful for that purpose.

Article 107U.K.

1.Member States shall provide that all persons employed or formerly employed by the competent authorities shall be bound by professional secrecy. This means that any confidential information received in the course of their duties may not be divulged to any person or authority except by virtue of provisions laid down by law.

2.Paragraph 1 shall not, however, preclude the competent authorities of the various Member States from exchanging information as provided for in this Directive. Information thus exchanged shall be covered by the obligation of professional secrecy to which the persons employed or formerly employed by the competent authorities receiving the information are subject.

3.[ F3. . . . .]

[ F2. . . . .]

TITLE VIIU.K.CONTACT COMMITTEE

CHAPTER IU.K.Composition, working and tasks of the Committee

F4Article 108U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IIU.K.Adaptation of the amount of equity market capitalisation

[F5Article 109 U.K.

1. For the purpose of adjusting, in the light of the requirements of the economic situation, the minimum amount of the foreseeable market capitalisation laid down in Article 43(1), the Commission shall submit to the European Securities Committee instituted by Commission Decision 2001/528/EC of 6 June 2001 (1) a draft of the measures to be taken.

2. Where reference is made to this paragraph, Articles 5 and 7 of Council Decision 1999/468/EC of 28 June 1999 laying down the procedures for the exercise of implementing powers conferred on the Commission (2) shall apply, having regard to Article 8 thereof.

The period laid down in Article 5(6) of Decision 1999/468/EC shall be set at three months.

3. The Committee shall adopt its rules of procedure.]

TITLE VIIIU.K.FINAL PROVISIONS

Article 110U.K.

The Member States shall communicate to the Commission the texts of the main laws, regulations and administrative provisions which they adopt in the field covered by this Directive.

Article 111U.K.

1.Directives 79/279/EEC, 80/390/EEC, 82/121/EEC and 88/627/EEC, as amended by the acts listed in Annex II Part A, are hereby repealed without prejudice to the obligations of the Member States concerning the time-limits for transposition set out in Annex II Part B.

2.References to the repealed Directives shall be construed as references to this Directive and should be read in accordance with the correlation table shown in Annex III.

Article 112U.K.

This Directive shall enter into force the twentieth day following that of its publication in the Official Journal of the European Communities.

Article 113U.K.

This Directive is addressed to the Member States.

Back to top

Options/Help