S.I. No. 282/1984 - European Communities (Stock Exchange) Regulations, 1984.

1. The Admissions directive shall not apply to units issued by collective investment undertakings other than of the closed-end type or securities issued by a Member State or by its regional or local authorities.

2. The conditions and obligations referred to in Article 8 of the Admissions directive shall not apply to the securities issued by persons referred to in that Article.

3. Shares may be admitted to official listing where the condition referred to in the second indent of paragraph 2 in Part I of Schedule A to the Admissions directive is not fulfilled, provided that the requirements of that paragraph are met.

4. Debt securities may be admitted to official listing where the condition referred to in the second indent of paragraph 1 of Part III of Section A of Schedule B to the Admissions directive is not fulfilled, provided that the requirements of that paragraph are met.

5. Convertible or exchangeable debentures and debentures with warrants may be admitted to official listing if the requirement in the secondh indent of paragraph 2 in Part III of Section A of Schedule B to the Admissions directive is satisfied.

6. It is hereby determined that no financial institutions are to be covered by Article 11 of the Listing Particulars directive.

7. It shall not be necessary for listing particulars relating to the securities referred to in Article 12 of the Listing Particulars directive to contain any information other than the information referred to in that Article.

8. The publication referred to in Article 20.2 of the Listing Particulars directive shall be "The Stock Exchange Official List — Irish".

9. For the purposes of paragraph 3.2.7 of Schedule A to the Listing Particulars directive the proportion of the issuer's capital shall be 5%.

10. The Interim Reports directive shall not apply to any central bank.

GIVEN under my Official Seal, this 8th day of November, 1984.

JOHN BRUTON,

Minister for Industry, Trade,

Commerce and Tourism.

EXPLANATORY NOTE.

These Regulations give effect to EEC directives concerning (a) the conditions for the admission of securities to official listing on a stock exchange situated or operating within a Member State; (b) the requirements for the drawing up, scrutiny and distribution of listing particulars in respect of securities admitted to official stock exchange listing; and (c) the information required to be published regularly by companies whose shares are listed. The texts of the directives are set out in the First Schedule.

The Regulations give force in national law to the requirements of the directives, designate the Irish Stock Exchange as competent authority and empower it to administer the requirements of the directives, deal with the liability of the competent authority in the discharge of its functions as competent authority and the liability of other persons in relation to the obligations imposed on them by the directives, provide for the exercise of various options conferred on Member States by the directives and deal with certain provisions of the

Companies Act, 1963

relating to prospectuses.

The Regulations come into operation on 1 January 1985.

S.I. No. 282 of 1984.

EUROPEAN COMMUNITIES (STOCK EXCHANGE) REGULATIONS, 1984.

I, JOHN BRUTON, Minister for Industry, Trade, Commerce and Tourism, in exercise of the powers conferred on me by

section 3

of the

European Communities Act, 1972

(No. 27 of 1972), and for the purpose of complying with the provisions of Council Directive No. 79/279/EEC of the 5th day of March, 1979

1

, Council Directive No. 80/390/EEC of the 17th day of March, 1980

2

, and Council Directive No. 82/121/EEC of the 15th day of February, 1982

3

, hereby make the following regulations

1

O.J. No. L 66, 16.3.1979, pp. 21-32.

2

O.J. No. L 100, 17.4.1980, pp. 1-26.

3

O.J. No. L 48, 20.2.1982, pp. 26-29.

1

Citation, commencement and construction.

1.

(1) These Regulations may be cited as the European Communities (Stock Exchange) Regulations, 1984.

(2) These Regulations shall come into operation on the 1st day of January, 1985.

(3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1983.

2

Interpretation.

2.

(1) In these Regulations —

"the Admissions directive" means Council Directive No. 79/279/EEC of the 5th day of March, 1979

1

;

1

O.J. No. L 66, 16.3.1979, pp. 21-32.

"admission to official listing" means the admission of securities to the Official List — Irish of The Stock Exchange and "official listing" shall be construed accordingly;

"the Council" means the Council of the Stock Exchange;

"the directives" means the Admissions directive, the Interim Reports directive and the Listing Particulars directive;

"the Interim Reports directive" means Council Directive No. 82/121/EEC of the 15th day of February, 1982

3

;

3

O.J. No. L 48, 20.2.1982, pp. 26-29.

"the Irish Stock Exchange" (except in the definition of "The Stock Exchange") means the Committee of the Irish Unit of The Stock Exchange;

"the Listing Particulars directive" means Council Directive No. 80/390/EEC of the 17th day of March, 1980

2

;

2

O.J. No. L 100, 17.4.1980, pp. 1-26.

"the Minister" means the Minister for Industry, Trade, Commerce and Tourism;

"the registrar of companies" means the officer performing the duty of registration of companies under the Companies Acts, 1963 to 1983;

"The Stock Exchange" means The Stock Exchange established under the Deed of Settlement dated the 31st day of December, 1875, as amended by special resolutions and in particular by the special resolution of the 29th day of February, 1972 passed to facilitate the amalgamation of the Irish Stock Exchange, the Stock Exchange, London and the other stock exchanges constituting the Federation of Stock Exchanges in Great Britain and Ireland.

(2) Reference to an Article or other provision of any of the directives shall be taken as a reference to that Article or that provision as set out in the First Schedule to these Regulations.

(3) A word or expression that is used in these Regulations and is also used in any of the directives shall, unless the contrary intention appears, have in these Regulations the same meaning as it has in the directive in which it is used.

3

Application of directives

.

3.

(1) Subject to the provisions of these Regulations, the requirements of the directives relating to—

(

a

) the conditions for the admission of securities to official listing,

(

b

) the obligations imposed on the issuers of securities admitted to official listing, and

(

c

) interim reports and the obligations of companies the shares of which are admitted to official listing,

shall have effect and be applied accordingly.

(2) Nothing in these Regulations shall operate so as to prevent the Irish Stock Exchange from imposing—

(

a

) conditions for the admission of securities to official listing, or

(

b

) obligations on the issuers of securities admitted to official listing,

which are more stringent than or additional to the requirements of the directives

Provided that any conditions or obligations so imposed—

(i) apply generally for all issuers or for particular classes of issuers,

(ii) are published, in the case of more stringent or additional conditions, before application for admission of such securities is made, and

(iii) are not otherwise inconsistent with, or imposed in a manner inconsistent with, any provision of the directives.

(3) Nothing in these Regulations shall affect or diminish any power of the Minister for Finance under an Act entitled An Act for the Better Regulation of Stockbrokers, 1799 (39 Geo. III C. 40 (IR) ).

4

Duty to prepare listing particulars.

4.

(1) The obligation referred to in Article 4.1 of the Listing Particulars directive shall be incumbent on the persons referred to in Article 4.2 of that directive.

(2) In the event of non-compliance with or contravention of the obligation referred to in Article 4.1 of the Listing

Particulars directive, a person referred to in Article 4.2 of that directive shall not incur any liability by reason of the non-compliance or contravention if —

(

a

) in relation to any matter not disclosed, he proves that he did not know it, or

(

b

) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or

(

c

) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of the court, having regard to all the circumstances of the case, reasonably to be excused.

(3) Nothing in this Regulation shall be construed so as to limit or diminish any liability which any person may incur under the law of the State apart from these Regulations.

(4) An issuer shall not be liable in damages by reason only of non-compliance with, or contravention of, the provisions of these Regulations (other than paragraph (1) of this Regulation): Provided that any such non-compliance or contravention does not give rise to any liability under any provision of the

Companies Act, 1963

(No. 33 of 1963).

5

Optional powers conferred on Member States by directives.

5.

The Second Schedule to these Regulations shall have effect for the purpose of determining the manner in which the provisions of the directive shall apply for the purposes of these Regulations.

6

Offences.

6.

(1) The restrictions referred to in Article 19 of the Admissions directive and Article 25 of the Listing Particulars directive shall apply to all persons employed or formerly employed by the Irish Stock Exchange in the exercise of its functions as competent authority.

(2) Any person who fails to comply with the provisions of paragraph (1) of this Regulation or who knowingly publishes any information required to be published by the directives which is false or misleading in any material respect shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.

(3) Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other officer of that body, the director, manager, secretary, other officer or any person purporting to act in such a capacity shall be guilty of an offence.

(4) Proceedings in relation to an offence under these Regulations may be brought and prosecuted by the Minister.

7

Establishment of competent authority.

7.

(1) The Irish Stock Exchange shall be the competent authority for the purposes of the directives and shall have all the powers required to be conferred on, or which the State is permitted to confer on, the competent authority by the directives.

(2) The Irish Stock Exchange may arrange for the discharge of its functions as competent authority by any committee, sub-committee, officer or employee of the Irish Stock Exchange and nothing in this Regulation shall prevent the Irish Stock Exchange from being assisted in, or advised on, the discharge of these functions by any committee, sub-committee, officer or employee of the Council.

(3) The Irish Stock Exchange shall, in the exercise of its functions as competent authority, have power to sue and be sued under the name and style "the Committee of the Irish Unit of The Stock Exchange".

8

Liability of competent authority.

8.

(1) Neither the Irish Stock Exchange nor any person referred to in Regulation 7(2) of these Regulations shall be liable in damages by reason only of non-compliance with or contravention of any obligation imposed by or by virtue of these Regulations, nor shall they be so liable in respect of anything done or omitted to be done by them in connection with the exercise by the Irish Stock Exchange of its functions as competent authority unless the act or omission complained of was done or omitted to be done in bad faith.

(2) No transaction shall be void or voidable by reason only of the fact that it was entered into in contravention of, or not in conformity with, these Regulations.

9

Office of competent authority.

9.

(1) For the purposes of the exercise of its functions as competent authority pursuant to these Regulations, the Irish Stock Exchange shall maintain and administer an office in the State.

(2) The Irish Stock Exchange shall notify the Minister of the address and of any change in the address of such office.

(3) Any document may be served on the competent authority by leaving it at or by sending it by post to the office maintained by the Irish Stock Exchange pursuant to paragraph (1) of this Regulation.

10

Application to High Court.

10.

(1) Where, in the exercise of its functions under these Regulations, the competent authority rejects an application for admission to official listing, or where it discontinues such a listing, the issuer of the securities may apply to the High Court in a summary manner to have such rejection or discontinuation reviewed.

(2) Whenever an application to review a decision of the competent authority is brought to the High Court pursuant to paragraph (1) of this Regulation, the High Court shall confirm the decision of the competent authority unless it is satisfied that the procedures laid down by, or the requirements of, these Regulations or the directives have not been complied with in any material respect.

(3) In any case where the High Court is satisfied that the procedures laid down by, or the requirements of, these Regulations or the directives have not been complied with in any material respect, the High Court may set aside the decision of the competent authority and in such case shall remit the matter to the competent authority who shall thereupon reconsider the matter and make a further decision in accordance with such procedures and requirements.

11

Annual report of competent authority.

11.

The Irish Stock Exchange shall report annually to the Minister on the exercise of its functions as competent authority in the State under the directives and under these Regulations and, in particular, the report shall inform the Minister of —

(

a

) any amendment of its rules or revision of its procedures pursuant to the directives or otherwise, including any conditions imposed for the admission of securities to official listing or obligations imposed on the issuers of securities admitted to official listing, which are more stringent than, or additional to, the requirements of the directives,

(

b

) the nature of all securities which are admitted to official listing,

(

c

) the rejection of any application for admission to official listing,

(

d

) the suspension or discontinuation of any official listing; and

(

e

) any special arrangements which have been made with other Member States pursuant to Article 18 of the Admissions directive or Article 24 of the Listing Particulars directive.

12

Non-application of certain provisions of

Companies Act, 1963

.

12.

(1) Where application has been made to the Irish Stock Exchange for admission to official listing and the relevant listing particulars have been approved of by the Irish Stock Exchange the provisions of this Regulation shall apply.

(2) Notwithstanding the provisions of section 44 (3) or 361 (4) of the Companies Act. 1963, a form of application for shares in or debentures of a company need not have attached to it a prospectus in the form required by that Act if the form of application is issued with a document which sets out the listing particulars approved of by the Irish Stock Exchange or indicates where such particulars can be obtained or inspected.

(3) Where an offer for subscription or purchase of securities admitted to official listing is made in the manner referred to in paragraph (2) of this Regulation, the listing particulars shall be deemed to be a prospectus within the meaning of the

Companies Act, 1963

, and in any such case the provisions of sections 43, 44 (1), 45, 47, 361 (1) (

b

), 361 (2), 362 and 364 of that Act shall not apply.

13

Registration of listing particulars.

13.

(1) On or before the date of publication of listing particulars in accordance with the directives, a copy of the listing particulars shall be delivered to the registrar of companies for registration.

(2) Any document which is published as, or containing, listing particulars shall, in a clear and conspicuous manner, state that a copy of those listing particulars has been delivered for registration as required by paragraph (1) of this Regulation.

(3) If any document to which paragraph (2) of this Regulation refers is published without a copy of the relevant listing particulars having been delivered under this Regulation to the registrar of companies, the issuer and every person who is knowingly a party to the publication of the listing particulars shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.

14

Saving of other duties of issuers.

14.

It is hereby declared, for the avoidance of doubt, that, save as provided by Regulations 12 and 13 of these Regulations, nothing in this instrument shall affect any obligation on issuers of securities admitted to official listing imposed, or to be imposed, by or under any other enactment.

FIRST SCHEDULE

Regulation 2

Directives

The Admissions directive

COUNCIL DIRECTIVE

of 5 March 1979

coordinating the conditions for the admission of securities to official stock exchange listing

(79/279/EEC)

THE COUNCIL OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European Economic Community, and in particular Articles 54 (3) (g) and 100 thereof,

Having regard to the proposal from the Commission

1

,

1

O.J. No. C56,10.3.1976, p.3.

Having regard to the opinion of the European Parliament

2

,

2

O.J. No. C238,11.10.1976, p.38.

Having regard to the opinion of the Economic and Social Committee

3

,

3

O.J. No. C204,30.8.1976, p.5.

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

Whereas such coordination must therefore apply to securities, independently of the legal status of their issuers, and must therefore also apply to securities issued by non-member States or their regional or local authorities or international public bodies; whereas this Directive therefore covers entities not covered by the second paragraph of Article 58 of the Treaty and goes beyond the scope of Article 54 (3) (g) while directly affecting the establishment and functioning of the common market within the meaning of Article 100;

Whereas there should be the possibility of a right to apply to the courts against decisions by the competent national authorities in respect of the application of this Directive, although such right to apply must not be allowed to restrict the discretion of these authorities;

Whereas, initially, this coordination should be sufficiently flexible to enable account to be taken of present differences in the structures of securities markets in the Member States and to enable the Member States to take account of any specific situations with which they may be confronted;

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

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

HAS ADOPTED THIS DIRECTIVE

SECTION I

General provisions

Article 1