Admission of shares to the primary market of a Belgian Stock Exchange requires, as for any public offering of securities, the notification to the Banking and Finance Commission ("Commission bancaire et financiere") of certain information, including a draft prospectus on the proposed operation.

The prospectus for the admission must contain the information specified in the Annex to the Royal Decree of 18 September 1990. It must, prior to the admission, be approved by the Banking and Finance Commission.

Furthermore, admission to the primary market of a Stock Exchange requires the filing of an application with the Stock Exchange Commission ("Commission de la Bourse"), in accordance with the conditions defined in the Royal Decree of 28 February 1993. An application file must be prepared, which contains the following documents:

- the charter of the issuer;
- the prospectus, as approved by the Banking and Finance Commission;
- if applicable, a document evidencing that the shares are listed on a stock exchange of another EU member state or are regularly traded in such state;
- a written undertaking by the financial institution(s) in charge of the operation;
- a copy of the annual accounts of the issuer for the three years preceding the application.

Specific conditions must be met by the issuer in order to secure the admission, among which the following:

- the shares must be freely negotiable;
- the application for admission must relate to all the shares of the same category;
- the expected value of the shares to be listed must amount to at least ECU 1,000,000.

One must also comply with certain conditions relating to the physical form of the shares (dimensions, paper specifications, printing conditions, etc.).

Within the course of the examination of the application, the Stock Exchange Commission may request, from any person, any document or information which it believes appropriate with a view to the protection of the investors and the market.

Once it has received the complete application file, the Stock Exchange Commission must take a decision on the application, and notify it to the issuer, within three months.

The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.

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Business Monitor 1995 Tel +44 171 820 7733