Prospectus for the Public Offering of Securities in Europe: Volume 1 :European and National Legislation in the Member States of the European Economic Area ( Law Practitioner Series )

Publication subTitle :European and National Legislation in the Member States of the European Economic Area

Publication series :Law Practitioner Series

Author: Dirk Van Gerven  

Publisher: Cambridge University Press‎

Publication year: 2008

E-ISBN: 9780511401404

P-ISBN(Paperback): 9780521880701

Subject: D908 比较法学

Keyword: 比较法学

Language: ENG

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Prospectus for the Public Offering of Securities in Europe: Volume 1

Description

The Prospectus Directive of 4 November 2003 sets the rules on the publication of a prospectus in the event that securities are offered to the public or admitted to trading on a stock exchange in the European Union. These rules apply in all 30 member states of the European Economic Area. Since member states decide to a large extent how to implement the Directive in their law, the rules in the different member states will differ substantially. It is therefore important not only to have an understanding of the rules laid down in the Directive but also to obtain knowledge of the rules applicable in the different states. As an English book it provides an understanding for non-Europeans of the rules applicable on the publication of a prospectus. A comprehensive table of contents, text of the European Directive and a list of national implementing laws are also included.

Chapter

F Inclusion of equivalent information

G Incorporation by reference

2 Form

A Possibilities

B Single document

C Separate documents

D Base prospectus

3 Format

4 Language

5 Term of validity

VII Publication and advertisements

1 Publication

2 Advertisements

VIII Supplements – new information

IX Annual information

X Cross-border offerings and admissions to trading

XI Issuers incorporated outside the European Economic Area

XII Special powers of the competent authorities and sanctions

1 Powers and precautionary measures

A Designation of a competent authority

B Powers conferred on the competent authorities

C Division of powers between the competent authority of the home Member State and that of the host Member State(s)

2 Cooperation between the competent authorities

3 Duty of confidentiality

4 Sanctions

XIII Prospectus liability

XIV Conclusion

PART II Application in each Member State and National reports for EU Member States

2 Belgium

I Introduction

II Competent authority

III Prior approval and appeal procedures

1 Offering of securities to the public

A Procedure

B Exemptions

2 Admission to trading on a regulated market

A Procedure

B Exemptions

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of a prospectus approved in other (non-EU and non-EEA) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

3 Czech Republic

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 Obligation to prepare and publish a prospectus

2 Public offer

3 Securities, excluded securities

4 Exemptions from the duty to publish a prospectus upon public offer

5 Admission to trading on a regulated market, exclusions

IV Content and format, language and supplements of the prospectus

1 Content

2 Form and format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of a prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

4 Denmark

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 The obligation to publish a prospectus

2 Admission to listing or trading on a regulated Danish market

3 Exemptions

4 The EU Prospectus Passport under Danish law

A Introduction

B Tax Description

C Danish Summary

D The filing procedure and commencement of the public offer

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

5 Estonia

I Introduction

II Competent authority

III Procedure of prior approval and appeal

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

6 Greece

I Introduction

1 General

2 Scope

II Competent authority

III Procedure of prior approval and appeal

1 General

A General rule

B Exemption re: types of offer (private placement exemptions)

C Exemptions re: types of securities offered

2 Approval

A Approval of a domestic prospectus

B Approval of a prospectus approved in an EU country

C Notification to another EU country of the prospectus approved in Greece

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

A Yearly updates

B Incorporation by reference

C Prospectuses consisting of separate documents

D Supplements to the prospectus

4 Language

V Publication and advertisements

1 Methods of publication

2 Advertisements

VI Use of prospectus approved in other (non-EU) countries

VII Sanctions

VIII Prospectus liability

IX Conclusion

7 Hungary

I Introduction

II Competent Authority

III Procedure of prior approval

1 General remarks

A Condition of publicly offering securities

B Definition of public offering and regulated market

C Investment service provider

D Exceptions – when issuing a prospectus is not compulsory

E Issue program

F Secondary securities

G Nullity

2 The approval of the SFIC

A General remarks

B Application

C Supporting documents

D Higher-than-average risk

E Corrections

F Procedural deadline for the SFIC

G Refusal of the application

H Validity of the prospectus

IV Content and format, language and supplements of the prospectus

1 Content

A General requirements

B Parts of the prospectus

C The manner of indicating the information in the prospectus

D Authorisation for leaving out some information

E Reference

2 Format

3 Supplements

A Procedure rules

B Liability in connection with suspension

4 Language

A Securities offered only in Hungary

B Securities offered in Member States excluding Hungary

C Securities offered in Hungary as well as in other Member States

D Other cases

V Publication and advertisements

1 Method of publication

A Rules of publication

B Date of publication

2 Advertisement

VI Use of the prospectus approved in other (non-EU) countries

1 A prospectus already authorised in other Member States

2 Referring the application to the competent authority of another Member State

3 Official certificate by the SFIC

VII Sanctions

1 Authority measures

2 Supervision fines

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and the Regulation

X Conclusion

8 Latvia

I Introduction

II Competent authority

1 Financial and Capital Market Commission

2 Riga Stock Exchange (RSE)

3 Latvian Central Depository (LCD)

III Procedures of prior approval and appeal

1 Public offer

2 Admission to trading

3 Exemptions

4 Appeal of the listing decision

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

1 Sanctions applied by the Commission

2 Sanctions applied by the RSE

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

9 Lithuania

I Introduction

1 Implementing laws and legal framework

2 Scope of the Law

II Competent authority

III Procedure of prior approval and appeal

1 Offer of securities to the public

A Prospectus obligation

B Exemptions

2 Admission to trading on a regulated market

A Prospectus obligation

B Exemptions

3 Approval of the prospectus

4 Right of appeal

IV Content and format, language and supplements of the prospectus

1 Content

2 Form and format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectuses approved in other (non-EU) countries

VII Sanctions

1 Illegal acts

2 Procedure of imposing pecuniary penalties

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Prospectus Directive and the Prospectus Regulation

X Conclusion

10 Luxembourg

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 Offer of securities to the public

A Prospectus obligation

B Exemptions

2 Admission to trading on a regulated market

A Prospectus obligation

B Exemptions

IV Content and format, language and supplements of the prospectus

1 Content

A Inclusion of all necessary information

B Financial information presented in accordance with IFRS

C Summary

D Permitted omissions

E Incorporation by reference

2 Format

A Single document format

B Collection of three separate documents

C Base prospectus

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

11 The Netherlands

I Introduction

1 Legal framework and legislative history

2 Definitions

A Securities

B Offer of securities to the public

II Competent authority

III Procedure of prior approval and appeal

1 Offer of securities to the public

2 Admission to trading on a regulated market

3 Exemption Regulation AFS 2007

4 No individual exemptions

5 Procedure

6 Appeal

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

12 Poland

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 Approval procedure

2 Exemptions

3 Information memorandum

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Methods of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

1 Administrative sanctions

2 Criminal sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

1 Excluded transactions

2 Excluded securities

X Conclusion

13 Portugal

I Introduction

II Competent Authority

III Procedure of prior approval and appeal

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other non European Union countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

14 Slovakia

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 Public offer of securities

2 Admission to trading

3 Exemptions

A Exemptions applicable to offer of securities to the public

B Exemptions applicable to admission of securities to trading

IV Content and format, language and supplements of the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication of prospectus

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

15 United Kingdom

I Introduction

II Competent authority

III Prior approval procedure and appeal

1 Approval

2 Clarification of a ‘public offering’

3 Exemptions from the prospectus requirement

IV Content, language and supplements

1 General content requirements

2 Format

3 Detailed requirements

4 Prospectus supplements

5 Language

V Publication and advertisements

1 Publication method

2 Advertisements

VI Use of prospectuses approved in non-EU countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

X Conclusion

1 Additional important points

A Eligibility

B Clarification of a ‘regulated market’

PART III: National reports for EEA Member States

16 Norway

I Introduction

II Competent authority

III Procedure of prior approval and appeal

1 Obligation to produce prospectus

A Introduction

B Obligation to produce a prospectus in connection with a public offer

C Obligation to produce a prospectus upon admission to trading

D Exemptions from the obligation to produce a prospectus

2 Approval procedure

3 Appeal

IV Content and format, language and supplements to the prospectus

1 Content

2 Format

3 Supplements

4 Language

V Publication and advertisements

1 Method of publication

2 Advertisements

VI Use of prospectus approved in other (non EU) countries

VII Sanctions

VIII Prospectus liability

IX Rules applicable to transactions and securities not subject to the Directive and Regulation

1 Registration prospectuses

2 Mergers, demergers etc

PART IV: Annexes

Annex I Council Directive (EC) No 2003/71 of 4 November 2003 on the prospectus to be published when securities are offered to the public or…

CHAPTER I

GENERAL PROVISIONS

Article 1

Article 2

Article 3

Article 4

CHAPTER II

DRAWING UP OF THE PROSPECTUS

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

CHAPTER III

ARRANGEMENTS FOR APPROVAL AND PUBLICATION OF THE PROSPECTUS

Article 13

Article 14

Article 15

Article 16

CHAPTER IV

CROSS-BORDER OFFERS AND ADMISSION TO TRADING

Article 17

Article 18

CHAPTER V

USE OF LANGUAGES AND ISSUERS INCORPORATED IN THIRD COUNTRIES

Article 19

Article 20

CHAPTER VI

COMPETENT AUTHORITIES

Article 21

Article 22

Article 23

CHAPTER VII

IMPLEMENTING MEASURES

Article 24

Article 25

Article 26

CHAPTER VIII

TRANSITIONAL AND FINAL PROVISIONS

Article 27

Article 28

Article 29

Article 30

Article 31

Article 32

Article 33

Annex II Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing the Prospectus Directive as regards information contained in…

CHAPTER I

SUBJECT MATTER AND DEFINITIONS

Article 1

Annex III List of national laws implementing the Directive

AUSTRIA

BELGIUM

CYPRUS

CZECH REPUBLIC

DENMARK

ESTONIA

FINLAND

FRANCE

GERMANY

GREECE

HUNGARY

IRELAND

LATVIA

LITHUANIA

LUXEMBOURG

MALTA

NETHERLANDS

POLAND

PORTUGAL

SLOVAKIA

SLOVENIA

SPAIN

SWEDEN

UNITED KINGDOM

ICELAND

Index