European Union Act (Amendment of the Companies Act)

L.N. 338 of 2012

EUROPEAN UNION ACT

(CAP. 460)

European Union Act (Amendment of the Companies Act)

Order, 2012

IN exercise of the powers conferred by article 4 of the European

Union Act, the Prime Minister has made the following Order:-

(1) The title of this Order is the European Union Act Citation and

(Amendment of the Companies Act) Order, 2012, and this Order shall scope.

be read and construed as one with the Companies Act, hereinafter Cap. 386.

referred to as "the principal Act".

(2) The objective of this Order is to implement the provisions

of Directive 2010/73/EU of the European Parliament and of the

Council of 24 November 2010 amending Directives 2003/71/EC on

the prospectus to be published when securities are offered to the

public or admitted to trading and 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.

Sub-article (3) of article 2 of the principal Act shall be Amends article

2 of the

amended as follows

principal Act.

(a)

paragraph (b) thereof shall be amended as follows

(i) in sub-paragraph (ii) thereof, for the words

"one hundred persons", there shall be substituted the words

"one hundred and fifty persons";

(ii) in sub-paragraph (iii) thereof, for the words

"fifty thousand euro (50,000.00)", there shall be

substituted the words "one hundred thousand euro

(100,000.00)";

(iii) in sub-paragraph (iv) thereof, for the words

"fifty thousand euro (50,000.00), or the total consideration

of which", there shall be substituted the words "one

hundred thousand euro (100,000.00), or the total

consideration of the offer in the Community";

(iv) for sub-paragraph (v) thereof, there shall be

substituted the following

"(v) an

offer

where

the

total

consideration of the securities for the offer in a

Member State or EEA State does not exceed five

million (5,000,000) euro, which limit shall be

calculated over a period of twelve months; or";

(v) in sub-paragraph (vi) thereof, for the words

"where the total consideration of the offer over a period of

twelve months is less than fifty million euro

(50,000,000.00)", there shall be substituted the words,

"where the total consideration of the offer in a Member

State or EEA State, over a period of twelve months is less

than seventy five million euro (75,000,000)";

(vi) immediately after the first proviso thereto,

there shall be added the following new proviso

"Provided further that in the case of any

such subsequent resale of securities or final

placement of securities through financial

intermediaries, it is not necessary to draw up

another prospectus as long as a valid prospectus is

available in accordance with paragraph 21 of Part

A of the Second Schedule to this Act and the

issuer or the person responsible for drawing up

such a prospectus consents to its use by means of

a written agreement:"; and

(b) for paragraph (e) thereof there shall be substituted

the following

"(e) For the purposes of this Act "qualified

investors" means persons or entities that are described in

points (1) to (4) of Section I of Annex II to Directive 2004/

39/EC of the European Parliament and of the Council of 21

April 2004 on markets in financial instruments, and

persons or entities who are, on request, treated as

professional clients in accordance with Annex II to

Directive 2004/39/EC or recognised as eligible

counterparties in accordance with Annex II to Directive

2004/39/EC unless they have requested that they be treated

as non-professional clients. Investment firms and credit

institutions shall communicate their classification on

request to the issuer without prejudice to the relevant

legislation on data protection. Investment firms authorised

to continue considering existing professional clients as

such in accordance with article 71(6) of Directive 2004/39/

EC shall be authorised to treat those clients as qualified

investors under this provision.".

Article 89 of the principal Act shall be amended as Amends article

89 of the

principal Act.

(a)

for paragraphs (d) and (e) thereof, there shall be

substituted the following

"(d) in relation to dividends paid out to existing

shareholders in the form of shares of the same class as the

shares in respect of which such dividends are paid

provided that a document is made available containing

information on the number and nature of the shares and the

reasons for and details of the offer; or

(e) in connection with an offer where securities

are allotted to existing or former directors or employees by

their employer or by an affiliated undertaking provided

that the company has its head office or registered office in

the Community and provided that a document is made

available containing information on the number and nature

of the securities and the reasons for and details of the offer;

or";

(b) in paragraph (f) thereof, for the words "shares issued

on the redemption", there shall be substituted the words "in

relation to shares issued on the redemption";

(c)

in paragraph (g) thereof, for the words "an offer

made in connection with", there shall be substituted the words

"in relation to an offer made in connection with";

(d) for paragraph (h) thereof, there shall be substituted

the following

"(h) in relation to an offer made in connection

with or pursuant to a proposed merger or division,

provided that a document is available containing

information which is regarded by the Registrar as being

equivalent to that of the prospectus:"; and

(e) immediately after paragraph (h) thereof, there shall

be added the following proviso

"Provided further that paragraph (e) shall also

apply to a limited liability company established outside the

Community whose securities are admitted to trading either

on a regulated market or on a third country market. In the

latter case, the exemption shall apply provided that

adequate information, including the document referred to

in paragraph (e), is available in English provided that the

European Commission has adopted an equivalence

decision regarding the third-country market concerned.".

For sub-article (3) of article 94 of the principal Act, there

shall be substituted the following

"(3) No person shall be liable for statements made in the

summary referred to in Part A of the Second Schedule to this

Act, including the translation thereof, except when such

statements are misleading, inaccurate or inconsistent, when read

together with the other parts of the prospectus, or if it does not

provide, when read together with the other parts of the

prospectus, key information in order to aid investors when

considering whether to invest in such securities. The summary

shall contain a clear warning to that effect.".

€0.36