S.I. No. 286/2007 - European Communities (Admissions to Listing and Miscellaneous Provisions) Regulations 2007

1. These Regulations shall not apply to—

(

a

) units issued by collective investment undertakings other than of the closed-end type, or

(

b

) securities issued by a Member State or by its regional or local authorities.

2. The conditions and obligations referred to in Article 10 of the 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 Article 43 (1) of the Directive is not fulfilled, provided that the requirements of Article 43(2) of the Directive are satisfied.

4. Debt securities may be admitted to official listing where the condition referred to in Article 58 (1) of the Directive is not fulfilled, provided that the requirements of Article 58(2) of the Directive are satisfied.

5. Convertible or exchangeable debentures and debentures with warrants may be admitted to official listing if the requirement in Article 59(2) of the Directive is satisfied.

GIVEN under my Official Seal,

13 June 2007

MICHEÁL MARTIN,

Minister for Enterprise, Trade and Employment.

EXPANATORY NOTE

(This note is not part of the instrument and does not purport to be a legal interpretation).

These regulations replace the European Communities (Stock Exchange) Regulations 1984 (

S.I. No. 282 of 1984

), as amended over the years, and include amendments arising on foot of the implementation into Irish law of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. These Regulations also repeal Sections 89 to 96 of the

Companies Act 1990

as a consequence of Article 32(5) of Directive 2004/109/EC.

1 O.J. No. L 184, 6.7.2001, pp.1-66

2 O.J. No. L 345, 31.12.2003, pp 64-89

3 O.J. No. L 390, 31.12.2004, pp 38-57

6. (1) The Irish Stock Exchange shall be the competent authority for the purposes of the Directive 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 Directive.

(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.

Liability of competent authority

7. (1) Subject to paragraph (2), neither the Irish Stock Exchange nor any person referred to in Regulation 6(2) 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 the Exchange or that person be so liable in respect of anything done or omitted to be done by it or him or her in connection with the performance by the Exchange of its functions as competent authority.

(2) Paragraph (1) does not apply if the act or omission complained of was done or made in bad faith.

(3) No transaction shall be void or voidable by reason only of the fact that it was entered into in contravention of, or otherwise than in conformity with, these Regulations.

Office of competent authority

8. (1) For the purposes of the performance 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 in connection with the discharge by it of its functions under these Regulations by leaving it at, or by sending it by post to, the office maintained by the Irish Stock Exchange pursuant to paragraph (1).

Application to High Court

9. (1) Where, in the performance of its functions under these Regulations, the competent authority refuses 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 refusal or discontinuation reviewed.

(2) On the hearing of an application under this Regulation, the High Court shall confirm the decision of the competent authority unless it is satisfied that the procedures specified by, or the requirements of, these Regulations or the Directive have not been complied with in any material respect.

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

Annual report of competent authority

10. The Irish Stock Exchange shall report annually to the Minister on the performance of its functions as competent authority in the State under the Directive and under these Regulations and, in particular, by means of such a report, shall inform the Minister of—

(

a

) any amendment of the listing rules or revision of its procedures pursuant to the Directive or otherwise, including—

(i) any conditions imposed for the admission of securities to official listing which are more stringent than, or additional to, the requirements for admission to official listing, and

(ii) any additional obligations imposed on the issuers of securities

admitted to official listing,

(

b

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

(

c

) the refusal 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 13 of the Directive.

Saving of other duties of issuers

11. For the avoidance of doubt, it is declared that nothing in these Regulations shall affect any obligation on issuers of securities admitted to official listing imposed by or under any other enactment.

Revocations

12. The following Regulations are revoked

(

a

) the European Communities (Stock Exchange) Regulations 1984 (

S.I. No. 282 of 1984

); and

(

b

) the European Communities (Stock Exchange) (Amendment) Regulations 1995 (

S.I. No. 311 of 1995

).

Repeals

13.

Sections 89 to 96

of the

Companies Act 1990

(No. 33 of 1990) are repealed.

SCHEDULE Provisions consequent on exercise of certain limited discretions by State in relation to Directive’s implementation

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of

19

th June

, 2007.

I, MICHEÁL MARTIN, Minister for Enterprise, Trade and Employment, 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 Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001

1

, as amended by Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003

2

, and Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004

3

and giving further effect to Article 32(5) of the last-mentioned Directive, hereby make the following regulations

Citation, commencement and construction