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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
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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.
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