European Communities (Stock Exchange) Regulations, 1984

• Jurisdiction: Ireland

S.I. No. 282 of 1984.
EUROPEAN COMMUNITIES (STOCK EXCHANGE) REGULATIONS, 1984.
I, JOHN BRUTON, Minister for Industry, Trade, Commerce and Tourism, 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 complying with the provisions of Council Directive No. 79/279/EEC of the 5th day of March, 19791, Council Directive No. 80/390/EEC of the 17th day of March, 19802, and Council Directive No. 82/121/EEC of the 15th day of February, 19823, hereby make the following regulations:
1O.J. No. L 66, 16.3.1979, pp. 21-32.
2O.J. No. L 100, 17.4.1980, pp. 1-26.
3O.J. No. L 48, 20.2.1982, pp. 26-29.
	1 Citation, commencement and construction.	1. (1) These Regulations may be cited as the European Communities (Stock Exchange) Regulations, 1984.
(2) These Regulations shall come into operation on the 1st day of January, 1985.
(3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1983.
	2 Interpretation.	2. (1) In these Regulations —
"the Admissions directive" means Council Directive No. 79/279/EEC of the 5th day of March, 19791;
1O.J. No. L 66, 16.3.1979, pp. 21-32.
"admission to official listing" means the admission of securities to the Official List — Irish of The Stock Exchange and "official listing" shall be construed accordingly;
"the Council" means the Council of the Stock Exchange;
"the directives" means the Admissions directive, the Interim Reports directive and the Listing Particulars directive;
"the Interim Reports directive" means Council Directive No. 82/121/EEC of the 15th day of February, 19823;
3O.J. No. L 48, 20.2.1982, pp. 26-29.
"the Irish Stock Exchange" (except in the definition of "The Stock Exchange") means the Committee of the Irish Unit of The Stock Exchange;
"the Listing Particulars directive" means Council Directive No. 80/390/EEC of the 17th day of March, 19802;
2O.J. No. L 100, 17.4.1980, pp. 1-26.
"the Minister" means the Minister for Industry, Trade, Commerce and Tourism;
"the registrar of companies" means the officer performing the duty of registration of companies under the Companies Acts, 1963 to 1983;
"The Stock Exchange" means The Stock Exchange established under the Deed of Settlement dated the 31st day of December, 1875, as amended by special resolutions and in particular by the special resolution of the 29th day of February, 1972 passed to facilitate the amalgamation of the Irish Stock Exchange, the Stock Exchange, London and the other stock exchanges constituting the Federation of Stock Exchanges in Great Britain and Ireland.
(2) Reference to an Article or other provision of any of the directives shall be taken as a reference to that Article or that provision as set out in the First Schedule to these Regulations.
(3) A word or expression that is used in these Regulations and is also used in any of the directives shall, unless the contrary intention appears, have in these Regulations the same meaning as it has in the directive in which it is used.
	3 Application of directives.	3. (1) Subject to the provisions of these Regulations, the requirements of the directives relating to—
( a ) the conditions for the admission of securities to official listing,
( b ) the obligations imposed on the issuers of securities admitted to official listing, and
( c ) interim reports and the obligations of companies the shares of which are admitted to official listing,
shall have effect and be applied accordingly.
(2) Nothing in these Regulations shall operate so as to prevent the Irish Stock Exchange from imposing—
( a ) conditions for the admission of securities to official listing, or
( b ) obligations on the issuers of securities admitted to official listing,
which are more stringent than or additional to the requirements of the directives:
Provided that any conditions or obligations so imposed—
(i) apply generally for all issuers or for particular classes of issuers,
(ii) are published, in the case of more stringent or additional conditions, before application for admission of such securities is made, and
(iii) are not otherwise inconsistent with, or imposed in a manner inconsistent with, any provision of the directives.
(3) Nothing in these Regulations shall affect or diminish any power of the Minister for Finance under an Act entitled An Act for the Better Regulation of Stockbrokers, 1799 (39 Geo. III C. 40 (IR) ).
	4 Duty to prepare listing particulars.	4. (1) The obligation referred to in Article 4.1 of the Listing Particulars directive shall be incumbent on the persons referred to in Article 4.2 of that directive.
(2) In the event of non-compliance with or contravention of the obligation referred to in Article 4.1 of the Listing
Particulars directive, a person referred to in Article 4.2 of that directive shall not incur any liability by reason of the non-compliance or contravention if —
( a ) in relation to any matter not disclosed, he proves that he did not know it, or
( b ) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or
( c ) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of the court, having regard to all the circumstances of the case, reasonably to be excused.
(3) Nothing in this Regulation shall be construed so as to limit or diminish any liability which any person may incur under the law of the State apart from these Regulations.
(4) An issuer shall not be liable in damages by reason only of non-compliance with, or contravention of, the provisions of these Regulations (other than paragraph (1) of this Regulation): Provided that any such non-compliance or contravention does not give rise to any liability under any provision of the Companies Act, 1963 (No. 33 of 1963).
	5 Optional powers conferred on Member States by directives.	5. The Second Schedule to these Regulations shall have effect for the purpose of determining the manner in which the provisions of the directive shall apply for the purposes of these Regulations.
	6 Offences.	6. (1) The restrictions referred to in Article 19 of the Admissions directive and Article 25 of the Listing Particulars directive shall apply to all persons employed or formerly employed by the Irish Stock Exchange in the exercise of its functions as competent authority.
(2) Any person who fails to comply with the provisions of paragraph (1) of this Regulation or who knowingly publishes any information required to be published by the directives which is false or misleading in any material respect shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.
(3) Where an offence under these Regulations is committed by a body corporate and is proved to have been so committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other officer of that body, the director, manager, secretary, other officer or any person purporting to act in such a capacity shall be guilty of an offence.
(4) Proceedings in relation to an offence under these Regulations may be brought and prosecuted by the Minister.
	7 Establishment of competent authority.	7. (1) The Irish Stock Exchange shall be the competent authority for the purposes of the directives 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 directives.
(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.
(3) The Irish Stock Exchange shall, in the exercise of its functions as competent authority, have power to sue and be sued under the name and style "the Committee of the Irish Unit of The Stock Exchange".
	8 Liability of competent authority.	8. (1) Neither the Irish Stock Exchange nor any person referred to in Regulation 7(2) of these Regulations 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 they be so liable in respect of anything done or omitted to be done by them in connection with the exercise by the Irish Stock Exchange of its functions as competent authority unless the act or omission complained of was done or omitted to be done in bad faith.
(2) No transaction shall be void or voidable by reason only of the fact that it was entered into in contravention of, or not in conformity with, these Regulations.
	9 Office of competent authority.	9. (1) For the purposes of the exercise 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 by leaving it at or by sending it by post to the office maintained by the Irish Stock Exchange pursuant to paragraph (1) of this Regulation.
	10 Application to High Court.	10. (1) Where, in the exercise of its functions under these Regulations, the competent authority rejects 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 rejection or discontinuation reviewed.
(2) Whenever an application to review a decision of...