S.I. No. 18/1991 - European Communities (Stock Exchange) (Amendment) Regulations, 1991.

1. Member States shall take the measures necessary for them to comply with this Directive by 1 January 1990. They shall forthwith inform the Commission thereof. However, for the Kingdom of Spain the date 1 January 1990 shall be replaced by 1 January 1991 and for the Portuguese Republic by 1 January 1992.

2. 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 3

This Directive is addressed to the Member States.

Done at Luxembourg, 22 June 1987.

For the Council

The President

L. TINDEMANS

GIVEN under my Official Seal, this 31st day of January, 1991.

DESMOND O'MALLEY,

Minister for Industry and Commerce.

EXPLANATORY NOTE.

These Regulations give effect to EC Directive 87/345, amending 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. The 1987 Directive provides for a measure of mutual recognition of Listing Particulars where the securities concerned are to be admitted to official listing on stock exchanges in two or more Member States of the European Communities.

3. Without prejudice to cases covered by criminal law, the competent authorities receiving information pursuant to Article 24c (1) may use it only for the performance of their duties or in the context of administrative appeals or legal proceedings relating to such performance.

SECTION VII

Negotiations with non-member countries

Article 25a

The Community may, by means of agreements concluded with one or more non-member countries pursuant to the Treaty, recognize listing particulars drawn up and checked, in accordance with the rules of the non-member country or countries, as meeting the requirements of this Directive, subject to reciprocity, provided that the rules concerned give investors protection equivalent to that afforded by this Directive, even if those rules differ from the provisions of this Directive.'

Article 2

4. When application for admission to official listing is made, the issuer shall communicate to the competent authorities in each of the other Member States in which it is applying for admission the draft listing particulars which it intends to use in that State.

5. Member States may restrict the application of this Article to listing particulars of issuers having their registered office in a Member State.

Article 24b

S.I. No. 18 of 1991.

EUROPEAN COMMUNITIES (STOCK EXCHANGE) (AMENDMENT) REGULATIONS, 1991.

I, DESMOND O'MALLEY, Minister for Industry and Commerce, 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 giving effect to Council Directive No. 87/345/EEC of 22 June, 1987,

(1)

hereby make the following Regulations

1 Citation, Commencement and Construction.

1.

(1) These Regulations may be cited as the European Communities (Stock Exchange) (Amendment) Regulations, 1991.

(2) These Regulations shall come into operation on the 1st day of March, 1991.

(3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1990.

2 Interpretation.

2.

In these Regulations "the 1984 Regulations" means the European Communities (Stock Exchange) Regulations, 1984 (

S.I. No. 282 of 1984

).

3 Amendments of the 1984 Regulations.

3.

(1) Regulations 2 (1) of the 1984 Regulations is hereby amended—

(

a

) by the substitution for the definition of "the Council" of the following

"'the Council' means the Council of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;",

(

b

) by the substitution for the definition of "the Irish Stock Exchange" of the following

(1)

O.J No. L185, 4.?.1987, pp. 81-83.

"'the Irish Stock Exchange' means the Committee of the Irish Unit of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;",

(

c

) by the substitution for the definition of "the Listing Particulars directive" of the following

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

(2)

as amended by Council Directive No. 87/345/EEC of 22 June 1987

(1)

the text of which, in the English language, is set out in the Third Schedule to these Regulations;", and

(

d

) by the deletion of the definition of "The Stock Exchange".

(2) Regulation 7 (3) of the 1984 Regulations is hereby amended by the substitution for "'the Committee of the Irish Unit of the Stock Exchange'" of the following

"'the Committee of the Irish Unit of the International Stock Exchange of the United Kingdom and the Republic of Ireland'".

(3) The Second Schedule to the 1984 Regulations is hereby amended by the insertion after paragraph 10 of the following paragraph

"11. Articles 24a and 25b of the Listing Particulars directive shall apply and have effect only in relation to the listing particulars of issuers having their registered office in a Member State of the European Communities.".

(4) The 1984 Regulations are hereby amended by the insertion of the following after the Second Schedule

(1)

O.J. No. L185, 4.?.1987, pp. 81-83.

(2)

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

Regulation 2

"THIRD SCHEDULE

COUNCIL DIRECTIVE

of 22 June 1987

amending 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

(87/345/EEC)

THE COUNCIL OF THE EUROPEAN COMMUNITIES

Having regard to the Treaty establishing the European Economic Community, and in particular Article 54 (2) thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Parliament,

(1)

Having regard to the opinion of the Economic and Social Committee,

(2)

Whereas, on 17 November 1986, the Council adopted Directive 86/566/EEC amending the First Directive of 11 May 1960 for the implementation of Article 67 of the Treaty;

(3)

whereas as a consequence, the number of cross-border applications for admission to listing is likely to increase;

Whereas Article 24 of Directive 80/390/EEC,

(4)

as amended by Directive 82/148/EEC,

(5)

provides that, where securities are to be admitted to official listing on stock exchanges in two or more Member States, the competent authorities of such Member States are to cooperate and endeavour to agree a single text for the listing particulars for use in all the Member States concerned;

Whereas that provision does not result in the full mutual recognition of listing particulars and it is therefore appropriate to amend Directive 80/390/EEC so as to achieve that recognition;

Whereas mutual recognition represents an important step forward in the creation of the Community's internal market;

Whereas, in this connection, it is necessary to specify which authorities are competent to check and approve listing particulars in the event of simultaneous applications for admission to official listing in two or more Member States;

Whereas mutual recognition can be effective only in so far as Directive 80/390/EEC and the Directives to which it refers have been incorporated in the national legislation of the Member State the competent authorities of which approve the listing particulars;

Whereas the mutual recognition of listing particulars does not in itself confer a right to admission;

Whereas it is advisable to provide for the extension, by means of agreements to be concluded by the Community with non-member countries, of the recognition of listing particulars from those countries on a reciprocal basis;

(1)

O.J. No. C 125, 11.5.1987, p. 173.

(2)

O.J. No. C 150, 9.6,1987, p.18.

(3)

O.J. No. L 332, 26.11.1986, p.22.

(4)

O.J. No. L 100, 17.4.1980, p.1.

(5)

O.J. No. L 62, 5.3.1982, p.22.

Whereas provision should be made for a transitional period for the Kingdom of Spain and the Portuguese Republic to take account of the periods accorded to those Member States under Article 2 (2) of Directive 86/566/EEC,

HAS ADOPTED THIS DIRECTIVE

Article 1

Section IV of Directive 80/390/EEC is replaced by the following Sections and Sections V and VI shall become Sections VIII and IX, respectively

'SECTION IV

Determination of the competent authority

Article 24

Where, for the same securities, applications for admission to official listing on stock exchanges situated or operating in two or more Member States, including the Member State in which the issuer's registered office is situated, are made simultaneously or within a short interval, listing particulars shall be drawn up in accordance with the rules laid down in this Directive in the Member State in which the issuer has its registered office and approved by the competent authorities of that State; if the issuer's registered office is not situated in one of those Member States, the issuer must choose one of those States under the legislation of which the listing particulars will be drawn up and approved.

SECTION V

Mutual recognistion

Article 24a