Chapter 2

Information concerning admission to official listing and the shares for the admission of which application is being made 2.1. Indication that the admission applied for is admission to official listing of shares already marketed or admission to listing with a view to stock exchange marketing. 2.2. Information concerning the shares in respect of which application for official listing is being made: 2.2.0. Indication of the resolutions, authorisations and approvals by virtue of which the shares have been or will be created and/or issued. Nature of the issue and amount thereof. Number of shares which have been or will be created and/or issued, if predetermined. 2.2.1. In the case of shares issued in connection with a merger, the division of a company, the transfer of all or part of an undertaking's assets and liabilities, a takeover offer, or as consideration for the transfer of assets other than cash, indication of where the documents describing the terms and conditions of such operations are available for inspection by the public. 2.2.2. A concise description of the rights attaching to the shares, and in particular the extent of the voting rights, entitlement to share in the profits and to share in any surplus in the event of liquidation and any privileges. Time limit after which dividend entitlement lapses and indication of the party in whose favour this entitlement operates. 2.2.3. Tax on the income from the shares withheld at source in the country of origin and/or the country of listing. Indication as to whether the issuer assumes responsibility for the withholding of tax at source. 2.2.4. Arrangements for transfer of the shares and any restrictions on their free negotiability (e.g. clause establishing approval requirement). 2.2.5. Date on which entitlement to dividends arises. 2.2.6. The stock exchanges where admission to official listing is or will be sought. 2.2.7. The financial organisations which, at the time of admission of shares to official listing, are the paying agents of the issuer in the Member States where admission has taken place. 2.3. Insofar as it is relevant, information concerning issue and placing, public or private, of the shares in respect of which the application for admission to official listing is made where such issue or placing has been effected within the 12 months preceding admission: 2.3.0. Indication of the exercise of the right of pre-emption of shareholders or of the restriction or withdrawal of such right. Indication, where applicable, of the reasons for restriction or withdrawal of such right; in such cases, justification of the issue price, where an issue is for cash; indication of the beneficiaries if the restriction or withdrawal of the right of pre-emption is intended to benefit specific persons. 2.3.1. The total amount of the public or private issue or placing and the number of shares offered, where applicable by category. 2.3.2. If the public or private issue or placing were or are being made simultaneously on the markets of two or more States and if a tranche has been or is being reserved for certain of these, indication of any such tranche. 2.3.3. The issue price or the offer or placing price, stating the nominal value or, in its absence, the accounting par value or the amount to be capitalised; the issue premium and the amount of any expenses specifically charged to the subscriber or purchaser. The methods of payment of the price, particularly as regards the paying-up of shares which are not fully paid. 2.3.4. The procedure for the exercise of any right of pre-emption; the negotiability of subscription rights; the treatment of subscription rights not exercised. 2.3.5. Period of the opening of the issue or offer of shares, and names of the financial organisations responsible for receiving the public's subscriptions. 2.3.6. Methods of and time limits for delivery of the shares, possible creation or provisional certificates. 2.3.7. Names, addresses and descriptions of the natural or legal persons underwriting or guaranteeing the issue for the issuer. Where not all of the issue is underwritten or guaranteed, a statement of the portion not covered. 2.3.8. Indication or estimate of the overall amount and/or of the amount per share of the charges relating to the issue operation, stating the total remuneration of the financial intermediaries, including the underwriting commission or margin, guarantee commission, placing commission or selling agent's commission. 2.3.9. Net proceeds accruing to the issuer from the issue and intended application of such proceeds, e.g. to finance the investment programme or to strengthen the issuer's financial position. 2.4. Information concerning admission of shares to official listing. 2.4.0. Description of the shares for which admission to official listing is applied, and in particular the number of shares and nominal value per share, or, in the absence of nominal value, the accounting par value or the total nominal value, the exact designation or class, and coupons attached. 2.4.1. If the shares are to be marketed on the stock exchange and no such shares have previously been sold to the public, a statement of the number of shares made available to the market and of their nominal value, or, in the absence of nominal value, of their accounting par value, or a statement of the total nominal value and, where applicable, a statement of the minimum offer price. 2.4.2. If known, the dates on which the new shares will be listed and dealt in. 2.4.3. If shares of the same class are already listed on one or more stock exchanges, indication of these stock exchanges. 2.4.4. If shares of the same class have not yet been admitted to official listing but are dealt in on one or more other markets which are subject to regulation, are in regular operation and are recognised and open, indication of such markets. 2.4.5. Indication of any of the following which have occurred during the last financial year and the current financial year: public takeover offers by third parties in respect of the issuer's shares, public takeover offers by the issuer in respect of other companies' shares. The price or exchange terms attaching to such offers and the outcome thereof are to be stated. 2.5. If, simultaneously or almost simultaneously with the creation of shares for which admission to official listing is being sought, shares of the same class are subscribed for or placed privately or if shares of other classes are created for public or private placing, details are to be given of the nature of such operations and of the number and characteristics of the shares to which they relate.

← 1.3. · All articles · 2.1. →

Source: EUR-Lex (Cellar) · retrieved 2026-10-11 · Text as adopted (Official Journal); later amendments are not incorporated in this text.