An Act To Amend, To Transpose Directives 73/2010/eu And 78-2010-Eu, The Law Of 16 June 2006 On Public Offers Of Investment Instruments And Admission Of Investment Instruments To Trading On Regulated Markets, The Law

Original Language Title: Loi modifiant, en vue de transposer les Directives 2010/73/UE et 2010/78/UE, la loi du 16 juin 2006 relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés, la loi

Read the untranslated law here: http://www.ejustice.just.fgov.be/cgi/article_body.pl?numac=2013003263&caller=list&article_lang=F&row_id=1100&numero=1170&pub_date=2013-08-06&dt=LOI&language=fr&fr=f&choix1=ET&choix2=ET&fromtab=+moftxt&trier=publication&sql=dt+=+'LOI'&tri=pd+AS+RANK+

Posted the: 2013-08-06 Numac: 2013003263 SERVICE PUBLIC FÉDÉRAL ÉCONOMIE, P.M.E., CLASSES averages and energy and SERVICE PUBLIC FÉDÉRAL FINANCES July 17, 2013. -Act to amend, with a view to transpose Directives 73/2010/EU and 78/2010/EU, the law of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets, the law of 2 August 2002 on the supervision of the financial sector and financial services, the law of 1 April 2007 on takeover bids , Act of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down various provisions and the law of August 3, 2012 on certain forms of collective management of investment portfolios, and containing various provisions (1) ALBERT II, King of the Belgians, all present and future, hi.
The Chambers have adopted and we endorse the following: title I:. -Provisions General Article 1. This Act regulates a matter referred to in article 78 of the Constitution.
S. 2. this Act provides inter alia the transposition: 1 ° Directive 73/2010/EU of the European Parliament and of the Council of 24 November 2010 amending Directive 2003/71/EC on the prospectus to be published when the public offer of securities or the admission of securities to trading and Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to the trading on a regulated market;
2 ° of articles 5 and 7 of Directive 78/2010/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC as regards the powers of the European supervisory authority (European banking authority) the European supervisory authority (European insurance and occupational pensions authority) and the European supervisory authority (European financial markets authority).
TITLE II. -Amendments to the law of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets article (3. the following amendments are made to section 3 of the Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets: 1 ° in paragraph 2, b), '100 persons' shall be replaced by the words "150 persons";
"(2° àle paragraphe 2, c) and (d)), the amount of € 50,000 is replaced by an amount of EUR 100 000 ';
3 ° paragraph 2 e), the words "in the European economic area" are inserted between the words "total amount" and the words "is less than";
4 ° in paragraph 4, the word "alone" is deleted under items 1 ° and 2 °;
5 ° to paragraph 5, the amount of 2 500,000 euros is replaced by an amount of EUR 5 000.000.
S. 4. article 4, § 2, 1 °, of the Act is replaced by the following: '1 ° the deposits of money solicited or received by establishments or institutions referred to in section 68bis, 1st paragraphs, 1 ° to 5 ° and 7 °;'.
S. 5 section 9 of the Act, as amended by order royal on April 27, 2007 and by the royal decree of March 3, 2011, is supplemented by a 9 ° read as follows: 9 ° «ESMA»: the European authority of financial markets (European Securities and Markets Authority) as established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of November 24, 2010. ».
S. 6 section 10 of the Act, such as amended by order royal March 3, 2011 is replaced by the following: «art.» 10 § 1. For the purposes of this Act, there are "qualified investors" means: 1 ° business customers referred to in Appendix A of the royal decree of 3 June 2007 on rules and modalities intended to transpose the Directive on markets in financial instruments;
2 ° the eligible counterparties within the meaning of article 3, § 1, of the royal decree of 3 June 2007 above.
§ 2. Investment firms and credit institutions shall communicate their classification of professional clients and eligible counterparties to issuers and suppliers that make the application without prejudice to the law of 8 December 1992 relative to the protection of privacy with regard to the processing of personal data. ».
S. 7. the following amendments are made to section 13 of the Act: 1 ° the words "as an activity' shall be deleted;
2 ° 'the placement of a bid' shall be replaced by the words "the placement of investment instruments.
S. 8. the following amendments are made to section 14 of the Act: 1 ° 1 is replaced by the following: "1 ° 'Directive 2004/109/EC': Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC ';
2 ° 2 ° is replaced by the following: "2 ° 'Directive 2003/71/EC': Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when the public offer of securities or the admission of securities to trading, and amending Directive 2001/34/EC, as amended by Directive 73/2010/EU of the European Parliament and of the Council of November 24, 2010 ';
«3 ° 5 ° is replaced by the following: "5 °"the law of August 3, 2012": Act of August 3, 2012 on certain forms of collective management of investment portfolios;
».
S. 9 § 1. Article 15, § 1, 2 ° of the Act, the amount of 2 500 000 euros is replaced by an amount of EUR 5,000,000.
§ 2. Article 15 § 5 is replaced by the following: "§ § 5 5.» On advice of the FSMA, the King may adapt or supplement, in the manner it determines, the requirements laid down in this Act in the case of public offering made through a web site of investment instruments other than securities. ».
S.
10. the following amendments are made to article 16, § 1, of the same law: 1 ° the introductory phrase is replaced by the following: "§ 1.»
«By derogation from article 15, without prejudice to article 57/1 and decisions taken for execution, this Act does not address: "2 ° to 4 °, the words"and money market instruments,"are inserted between the words"other equity securities"and"issued by a Member State ';
3 ° to 6 °: i) the words "and money market instruments" shall be inserted between the words 'securities other equity' and 'issued in a continuous or repeated manner ";
(ii) the words "insofar as these-equity securities" are replaced by the words "as far as these investment instruments"; and iii) under (ii), the words "other securities" are replaced by the words "securities."
4 ° to 7 °: i) the words "and money market instruments" shall be inserted between the words 'securities other equity' and 'issued in a continuous or repeated manner ";
(ii) the amount of 50 000 000 euros is replaced by an amount of 75 000 000 euros.
(iii) the words "insofar as these-equity securities" are replaced by the words "insofar as these investment instruments"; and (iv) under (ii), the words "other securities" are replaced by the words "securities."
5 ° a 9 ° is added as follows: 'admissions to trading on a Belgian regulated market of options and futures contracts when these admissions to trading are required by the market operator which organizes the relevant regulated market.
S.
11. the following changes are made to article 18 of the Act, as amended by the royal decree of March 3, 2011: 1 ° in paragraph 1, a) and i), the amount of 2 500 000 euros is replaced by an amount of 5 000 000 euros;
2 ° under item d) paragraphs 1 and 2, the words ", a split" are inserted between the words "of a merger" and the words "or for a consideration other than in cash.
3 ° to the paragraph 1, e) 'to the existing shareholders' is inserted between the words "paid dividends" and the words "in the form of shares of the same class";
4 ° 1st paragraph, f) is replaced by the following: 'f) securities offered to administrators or employees former or existing either by their employer or by a related company, provided that the buyer has its registered office or central administration in the European economic area and that a document containing information on the number and nature of the securities offered as well as on the reasons for and details of the offer is put at the disposal of the parties concerned; »;
5 ° paragraph 1, g) is replaced by the following: ' g) the transferable securities offered to administrators or existing or former employees either by their employer or by a related company, when the supplier is not established in the European economic area, to condition (1) that these securities are admitted to trading, either on a regulated market or a market.

located outside the European economic area considered by the Commission as equivalent to a market regulated and (2) that a document containing the appropriate information, including on the number and nature of the securities offered, as well as on the reasons for and details of the offer, be put at the disposal of the parties concerned in a language customary in the sphere of international finance;
»;
6 ° paragraph 1, h) is removed.
S. 12A section 20 of the Act, including the current text will form the 1st paragraph, a paragraph 2 shall be inserted, worded as follows: ' ' § § 2 2 By way of derogation from paragraph 1, the intermediaries referred to in article 56 may, where they sell instruments of placement in a public bid, reuse a prospectus previously established in condition: has) that the issuer or the offeror consents in writing, in the manner established as appropriate by the European Commission in implementing Directive 2003/71/EC;
(b) that the prospectus is still valid;
(c) that the prospectus is made available to the public in accordance with article 21. ».
S. 13 § 1. The following changes are made to the paragraph 2 of article 21 of the same Act: 1 ° to the paragraph 1, c), is replaced by the following: "in an electronic form on the website of the issuer or, where appropriate, that of the financial intermediaries placing or selling the investment vehicles concerned, including those responsible for the financial service «, or»
2 ° paragraph 2 is replaced by the following: ' transmitters or the persons responsible for drafting the prospectus which publish their prospectus in accordance with the modalities referred to a) or b) must publish it also in the manner referred to in c).»
».
§ 2. A paragraph 7 is added as follows: ' ' § § 7 7 Any possible supplement to the prospectus must be published at least in the same manner as the initial prospectus.
The right of revocation have investors who have accepted the offer should be brought to their knowledge in the manner referred to in paragraph 2, a) or individually at the time of the publication of the supplement unless the new fact or the rectification of the error or inaccuracy that led to the publication of this supplement is to nature to positively influence the assessment of the investment instruments by the public on the Belgian territory , either has no influence on this assessment. ».
S. 14. in paragraphs 1 and 2 of article 22 of the same Act, the amount of 2 500 000 euros is replaced by an amount of EUR 5,000,000.
S.
15. article 24, paragraph 2 of the Act is replaced by the following: "§ § 2 2»
Except where the prospectus relates to the admission to trading on a regulated market of securities, capital having a denomination per unit of at least EUR 100 000, the prospectus must include a summary that provides, in a concise manner and in non-technical language, the key information to help investors intending to invest in the securities.
The summary is prepared in a form standardized to facilitate comparability with similar securities-related abstracts.
The key information is the essential and structured information in an appropriate manner to be provided to investors to enable them to understand the nature and risks of the issuer, the guarantor and securities which are offered to them or are admitted to trading on a regulated market, and without prejudice to paragraph 4, point (b)), to determine the offers should continue to take into consideration.
A_la_lumiere_de the offer and the securities, key information include the following: a) a brief description of the risks related to the issuer and any guarantors as well as essential characteristics of the issuer and the guarantors, including assets, liabilities and financial position;
(b) a brief description of the risks related to the investment concerned and essential characteristics of this investment, including any right attached to the securities;
(c) the General conditions of the offer, including an estimate of the expenditures charged in charge to the investor by the issuer or the offeror;
(d) the modalities for the admission to trading);
e) the reasons for the offer and the intended use of the funds raised.
The summary contains a warning stating: a) that it should be read as an introduction to the prospectus, and b) that any decision to invest in the securities should be based on a comprehensive review of the prospectus, and c) that, where a claim relating to the information contained in the prospectus is brought before a court, the complainant may, under the national law of the State in which the Court is located (, have to bear the costs of translating the prospectus before the start of court proceedings, d) that no liability can be attributed to anyone on the basis of the single summary, or its translation, except content misleading, inaccurate or inconsistent with other parts of the prospectus, or if it does not, read in conjunction with the other parts of the prospectus essential information to help investors when considering investing in these securities. ».
S. 16. the following amendments are made to section 26 of the Act: 1 ° 1st paragraph is replaced by the following: 'information to be included in the prospectus are provided by Regulation No. 809/2004 or any other delegate Act adopted by the European Commission in implementation of the Directive 2003/71/EC.';
2 paragraph 2 °, 2 °, the words "or any other delegate Act adopted by the European Commission in implementing Directive 2003/71/EC" are added in the end.
S.
17. the following amendments are made to section 27 of the Act, as amended by the royal decree of March 3, 2011: 1 ° in paragraph 2, the words "in this Act or the Regulation 809/2004 if it considers" are replaced by the words "in this Act, in the Regulation 809/2004 or in any other delegate Act adopted by the European Commission in implementing Directive 2003/71/EC if it considers";
2 ° to operative paragraph 3, the words "under Regulation No. 809/2004' shall be replaced by the words 'under Regulation 809/2004 or any other delegate Act adopted by the European Commission in implementing Directive 2003/71/EC';
3 ° a paragraph 4 shall be inserted, worded as follows: ' ' § § 4 4 Information about the guarantor may be omitted when a prospectus is established in application of article 16, § 2, in a transaction involving securities unconditionally and irrevocably guaranteed by a Member State. ».
S. 18. the following amendments are made to section 28 of the Act, as amended by the royal decree of March 3, 2011: 1 ° to paragraph 1, the words 'without prejudice to article 29"are deleted;
2 ° paragraph 3, subparagraph 2 is replaced by the following: "When a major change or a new fact which might affect the assessment of investors occurs after the approval of the latest version of the registration document, securities note provides information that should normally be included in the registration document, unless such information is provided in a supplement prepared in accordance with article 34.".
S. 19 A section 29 of the Act, as amended by the royal decree of 3 March 2011, paragraph 2 is replaced by the following: "§ § 2 2» If the final offer terms are not included in the database or in a supplement prospectus, they are filed to the FSMA and, when the operation is performed on the Belgian territory, published in accordance with article 21, §§ 2, 3 and 5, and as soon as possible, at each public offering, if possible before the launching of the public offer or the admission to trading.
In order to meet the obligation to provide the key information referred to in article 24, § 2, paragraph 2, the summary of the base prospectus is completed during the preparation of the final terms of the offer in accordance with the procedures laid down by the European Commission in a delegated Act adopted pursuant to the Directive 2003/71/EC. Thus complete summary should not be subject to further approval.
The final terms of the offer may only contain information on securities and cannot be used as a supplement to the base prospectus.
The prospectus contains mandatory, either, criteria or conditions on the basis of which the final offer price and amount of securities offered will be determined, either, the maximum price of the offer. ».
S. 20. article 30, paragraph 1, subparagraph 1, of the Act, as amended by the royal decree of 3 March 2011, is replaced by the following: 'information can be included in the prospectus by reference to one or more previously or simultaneously published and approved by the competent authority or documents filed in accordance with Directive 2003/71/EC or Directive 2004/109/EC. This information is the most recent of which the hand transmitter has.
».
S. 21 section 32 of the Act, such that amended by order royal March 3, 2011, is hereby amended as follows: 1 ° paragraph 3 is replaced by the following: "§ § 3 3» Within 10 working days from the date of the submission of a complete file, the FSMA notifies the issuer,

the offeror or the person asking for admission to trading, as the case may be, and ESMA and market companies possibly involved, its decision either to approve the prospectus or to refuse to approve the prospectus. A copy of the prospectus is sent to ESMA during this notification.
»;
2 ° paragraph 7 is replaced by the following: "§ § 7 7» The final version of the approved prospectus shall be lodged to the FSMA prior to its publication. The FSMA makes it accessible to the ESMA. ».
S. 22. article 33 of the same act as that amended by order royal March 3, 2011, is replaced by the following: «art.» 33. the FSMA may decide within three working days from receipt of the notice referred to in section 32, § 1, to delegate the approval of a prospectus to the competent authority of another European economic area Member State, with the agreement of the latter and subject to prior notification to the ESMA. The FSMA shall notify without delay the delegation to the issuer, the offeror or the person asking for admission to trading, which communicates the dossier to the competent authority to which the approval is delegated. The time limits applicable to the control and approval of the prospectus start to run from the date of this notification. The responsibility for the approval of the prospectus is governed by the rules applicable to the competent authority to which the approval of the prospectus has been delegated. ».
S. 23. article 34 of the Act is amended as follows: 1 ° to paragraph 1, the words "if it is subsequent to the closing of the offering," are inserted between the words "on the market concerned" and the words "is mentioned in a supplement to the prospectus.
2 ° in paragraph 2, the words 'and published at least in the same manner' shall be deleted;
3 ° paragraph 3 is replaced by the following: "§ § 3 3» In the case of public offer of securities, investors who have already agreed to buy the securities or subscribe before the supplement is published have the right to revoke their acceptance during two days after the publication of the supplement, provided that the new fact, error or inaccuracy referred to in paragraph 1 prior to the final bid closing and delivery of securities. This period may be extended by the issuer or the offeror. The date on which the right of revocation expires is indicated in the supplement. ».
S. 24. article 35 of the Act is amended as follows: 1 ° 1st paragraph is replaced by the following: "§ 1.»
A prospectus remains valid 12 months after approval for public offerings or admission to trading on a regulated market provided that it be updated in accordance with article 34.
»;
2 ° in paragraph 2, "after its publication" shall be replaced by the words "after its approval.
S. 25. the following amendments are made to section 36 of the Act, as amended by the royal decree of March 3, 2011: 1 ° in paragraph 1, paragraph 1, the introductory phrase is replaced by the following: "where a prospectus is subject to the approval of the FSMA or approved by the FSMA, the issuer, the offeror or the person asking for admission to trading. wishing to offer securities under the prospectus to the public in the territory of one or more other Member States of the EEA European or ask the admission of securities to trading on one or more regulated markets situated in the territory of one or more other Member States of the European economic area, may apply to the FSMA notify ESMA and the competent authorities of these Member States a folder including : »;
2 ° in paragraph 1, paragraph 1 (iii), the words "prospectus or" are inserted between the words "a translation of" and the words "summary of the prospectus";
3 ° paragraph 1 is supplemented by a fourth paragraph as follows: "simultaneously to the notification, the FSMA transmit the certificate of approval of the prospectus to the applicant.".
4 ° article is supplemented by a paragraph 4 as follows: "§ § 4 4» When the final terms of the offer are not included in the database or in a supplement prospectus, the issuer shall communicate them to the competent authorities of the other Member States of the European economic area on the territory of which the operation takes place as soon as possible during each offer public and if possible before the launching of the public offer or the admission to trading. ».
S. 26. the following amendments are made to section 37 of the Act: 1 ° in paragraphs 1 and 2, the amount of 2 500 000 euros is replaced by an amount of 5 000 000 euros;
2 ° in paragraph 2, the words "or any other delegate Act adopted by the European Commission in implementing Directive 2003/71/EC" shall be inserted between the words "Regulation No. 809/2004' and the words ', by the competent authority.
S. 27. the following amendments are made to section 38 of the Act, as amended by the royal decree of March 3, 2011: 1 ° to paragraph 1, paragraph 1, 4 °, the introductory phrase is replaced by the following: ' the FSMA and the ESMA received notification of a folder including: ';
2 ° to the paragraph 1, paragraph 1, 4 °, (iii), the words "prospectus or" are inserted between the words "translation of" and the words "summary of the prospectus";
3 °, paragraph 2 is replaced by the following: "§ § 2 2» If significant new facts or errors or inaccuracies, as referred in the sense of article 34 occur or appear after the approval of the prospectus, the FSMA and the ESMA can attract the attention of the competent authority to approve the prospectus on the need to update the information contained in the prospectus. If the prospectus subject to a supplement, this supplement will benefit from the Passport subject to the conditions laid down in the § 1. ».
4 ° to operative paragraph 3, the words "and received by the issuer to the FSMA during each offer public as soon as possible and if possible before the launching of the public offer or the admission to trading.
» are added in fine;
5 ° a 4 paragraph is added as follows: ' ' § § 4 4 The FSMA publishes on its website the list of certificates of approval of the prospectus and supplements that it has been notified in accordance with paragraph 1, by inserting appropriate hyperlink to the publication of these documents on the web site of the authority which has approved the prospectus on the transmitter or by the regulated market concerned. ».
S. 28. article 39 of the Act, such as amended by order royal March 3, 2011 is replaced by the following: «art.» 39. when the FSMA establishes that irregularities have been committed by the issuer, the offeror or financial institutions responsible for public bidding procedure, it shall inform the competent authority to approve the prospectus and ESMA.
If, despite the measures taken by the competent authority to approve the prospectus or because of the inadequacy of these measures, the issuer, the offeror or the financial institutions responsible for the bid persist in violating the laws or regulatory provisions applicable, the FSMA may, after informing the competent authority for approving the prospectus and ESMA, take all measures which are necessary to protect investors. The FSMA informed the European Commission and the ESMA of these measures as soon as possible. ».
S. 29 article 42 of the Act, the amount of 2 500 000 euros is replaced by an amount of EUR 5,000,000.
S. 30. article 44, paragraph 2, of the Act is replaced by the following: "§ § 2 2» The prospectus shall contain a summary that provides key information in a concise manner and in non-technical language, to help investors intending to invest in investment instruments. The summary is prepared in a form standardized to facilitate comparability with similar investment instruments-related abstracts.
The key information is the essential and structured information in an appropriate manner to be provided to investors to enable them to understand the nature and risks of the issuer, the guarantor and the investment instruments that are available to them or are admitted to trading on a regulated market, and without prejudice to paragraph 4, point (b)), to determine the offers should continue to take into consideration.
A_la_lumiere_de offer and the investment vehicles concerned, key information include the following: a) a brief description of the risks related to the issuer and any guarantors as well as essential characteristics of the issuer and the guarantors, including assets, liabilities and financial position;
(b) a brief description of the risks related to the investment concerned and essential characteristics of this investment, including any right attached to the instruments of investment;
(c) the General conditions of the offer, including an estimate of the expenditures charged in charge to the investor by the issuer or the offeror;
(d) the modalities for the admission to trading);
e) the reasons for the offer and the intended use of the funds raised.
The summary contains a warning stating: a) should be read as an introduction to the prospectus, and b) that any decision to invest in investment instruments concerned must be based on a comprehensive review of the prospectus, and

(c) that no liability can be attributed to anyone on the basis of the only summary or its translation except content misleading, inaccurate or inconsistent with other parts of the prospectus or if it does not, in conjunction with the other parts of the prospectus, the essential information to help investors when considering investing in these investment instruments. ».
S. 31. the following amendments are made to section 48 of the Act, as amended by the royal decree of March 3, 2011: 1 ° to paragraph 1, the words 'without prejudice to article 49' shall be deleted;
2 ° paragraph 3, subparagraph 2 is replaced by the following: "When a major change or a new fact which might affect the assessment of investors occurs after the approval of the latest version of the registration document, the note relating to investment instruments provides information that should normally be included in the registration document, unless such information is provided in a supplement prepared in accordance with section 53.".
S. 32A section 49 of the Act, as amended by the royal decree of 3 March 2011, paragraph 2 is replaced by the following: "§ § 2 2» If the final terms of the offer are not included in the database or in a supplement prospectus, they are published under article 21, §§ 2, 3 and 5 and filed with the FSMA, and this at each public offer as soon as possible, if possible before the launching of the public offer or the admission to trading.
In order to meet the obligation to provide the key information referred to in article 44, § 2, paragraph 2, the summary of the base prospectus is completed during the preparation of the final terms of the offer. Thus complete summary should not be subject to further approval.
The final terms of the offer may only contain information on investment instruments and cannot be used as a supplement to the base prospectus. The prospectus contains mandatory, either, criteria or conditions on the basis of which the final price of the offer and the final number of investment instruments available will be determined, either, the maximum price of the offer. ».
S. 33. article 50, § 1, paragraph 1 of the Act, such as amended by order royal March 3, 2011 is replaced by the following: "information can be included in the prospectus by reference to one or several documents previously or simultaneously published and approved by the competent authority of the Member State of origin or the FSMA as part of this chapter. , or approved in accordance with Directive 2003/71/EC or Directive 2004/109/EC. This information is the most recent of which the hand transmitter has.
S.
34. the following amendments are made to section 53 of the Act: 1 ° to paragraph 1, the words "if it is subsequent to the closing of the offering," are inserted between the words "on the market concerned" and the words "is mentioned in a supplement to the prospectus.';
2 ° in paragraph 2, the words 'and published at least in the same manner' shall be deleted;
3 ° paragraph 3 is replaced by the following: "§ § 3 3» When offered public of investment instruments, investors who have already agreed to purchase the investment instruments or subscribe before the supplement is published have the right to revoke their acceptance during two days after the publication of the supplement, provided that the new fact, error or inaccuracy referred to in paragraph 1 prior to the final bid closing and delivery of investment instruments. This period may be extended by the issuer or the offeror. The date on which the right of revocation expires is indicated in the supplement. ».
S. 35. the following amendments are made to section 54 of the Act: 1 ° 1st paragraph is replaced by the following: "§ 1.» A prospectus remains valid for twelve months after its approval for public offers or admissions to trading referred to in this chapter, provided that it is updated by the elements required under section 53. »;
2 ° in paragraph 2, "after its publication" shall be replaced by the words "after its approval.
S.
36. article 55 of the Act is replaced by the following: «art.» 55 § 1.
This title applies to all investment instruments of investment carried out on Belgian territory.

§ 2. By way of derogation from paragraph 1, this title is not applicable: 1 ° to the placement of instruments issued by undertakings for collective investment;
2 ° in case of offer of not a public nature, referred to in article 3, § 2 a), b) or (e)). ».
S.
37. the following amendments are made to section 56 of the Act, as amended by the royal decree of 27 April 2007: 1 ° 1st paragraph, the words "in the context of the public offers of investment instruments referred to in this title" are deleted;
2 ° paragraph 1, e) is replaced by the following: «e) stockbroking companies referred to in book II, title II, of the Act of 6 April 1995 on the status and control of investment firms;
» 3 ° paragraph 2 is replaced by the following: ' (1st paragraph shall not prejudice the possibility for the offeror or issuer: (a) place himself instruments that it emits, b) to entrust this task to intermediaries in banking and investment services included in the list referred to in article 7, § 3 of the law of 22 March 2006 on intermediation in banking and investment services and the distribution of financial instruments. where the issuer or the offeror is a company regulated within the meaning of this Act, or (c)) to entrust this task to a company linked to the issuer or the offeror where the offer is for members of the staff of the related undertaking. ».
S. 38. article 57, paragraph 2, subparagraph 2 of the same Act is deleted.
S. 39 article 57/1 of the Act, as inserted by article 28 of the Act of July 7, 2010, is replaced by the following: «art.» 57/1. "The King may, under the conditions and taking into account adaptations that it determines, declare all or part of the provisions of the present title and titles VII, XI and XIII, applicable to offers of investment instruments that are carried out on Belgian territory and which are not covered by article 57, including targeted offers in article 16.
S. 40 article 60, § 2, of the Act, as that amended by order royal March 3, 2011, is supplemented by a second paragraph, as follows: "If communications promotional nature, other documents and notices referred to in paragraph 1 shall contain information which the FSMA cannot verify the compatibility with the information contained in the prospectus as if it has the approved version of the prospectus. , the period of five working days provided for in paragraph 2 starts from the approval of the prospectus by the FSMA in accordance with article 32, 41 or 52 or from the notification provided for in article 38, § 1, 4 °, as appropriate.
».
S. 41. the following amendments are made to section 61 of the Act, such that amended by the royal decree of March 3, 2011: 1 ° in paragraph 2, the words ', by the other delegated acts adopted by the European Commission in implementing Directive 2003/71/EC' shall be inserted between the words 'Regulation No. 809/2004' and the words 'or by the orders taken in pursuance of this Act ";
2 ° to operative paragraph 3, the words ", or if it does not, read in conjunction with the other parts of the prospectus, the essential information to help investors when they intend to invest in investment instruments concerned" are added in the end.
S.
42. the following changes are made in article 64, paragraph 1 of the Act, as amended by the royal decree of March 3, 2011: 1 ° in the introductory sentence, the words '100 natural or legal persons' are replaced by the words "150 persons or legal entities";
2 ° in the third indent, the words ' the FSMA has previously had an application for registration in accordance with article 28 of the law of 20 July 2004 or section 127 of this Act, as the case or» are replaced by the words ' the FSMA has or previously had an application for registration pursuant to article 30 or article 162 of the law of August 3, 2012. ', either received the notification referred to in article 93, paragraph 3, of Directive 2009/65/EC, or.
3 ° in the fourth indent, the words "the list referred to in article 31 of the law of 20 July 2004 or article 129 of this Act, as the case may be" shall be replaced by the words "the list referred to in article 33 of the law of August 3, 2012 or section 149 of this Act, as the case.
S. 43. Title X of the Act, entitled "Annual Information" is deleted.
S. (44. the following amendments are made to section 67 of the Act, as amended by the royal decree of March 3, 2011: 1 ° in paragraph 1, b), «as part of the bid» shall be replaced by the words "in the course of a bid public or not."
2 ° to the paragraph 1, e), f), g), h) and o) the words "or other delegated acts adopted by the European Commission in implementing Directive 2003/71/EC" shall be inserted after the words "Regulation No. 809/2004";
3 ° to the paragraph 1, c), the words "the offeror, the issuer or the person asking for admission to trading" are

replaced by the words "the offeror, issuer, the person asking for admission to trading or intermediaries designated by them";
4 ° to the paragraph 1, k), "the offeror, the issuer or the person asking for admission to trading" shall be replaced by the words "the offeror, issuer, the person asking for admission to trading or intermediaries designated by them";
5 ° paragraph 1, n) is replaced by the following: "to make public the fact that the issuer, the offeror, the person asking for admission to trading or intermediaries designated by them do conform to their obligations unless this publicity could disrupt severely the financial markets or would harm disproportionate to the parties concerned;";
6 ° paragraph 1 is supplemented by two paragraphs worded as follows: ' (the ESMA is entitled to take part in the inspections referred to in point on-site o) when they are carried out jointly with one or more competent authorities of other Member States of the European economic area. "
Where the decision relates to communications to advertisements or other documents and notices referred to in article 58 and that one who took the initiative of communication, document or notice in question is not resident in Belgium and has not designated a person responsible for having its domicile in Belgium, this decision can also be addressed to the following persons : 1 ° the editor of communication in advertisements, of the document or notice in written form, diffuse or producer of communication promotional or diffuse notice in audiovisual form;
2 ° the printer or the Director, if the Publisher or producer do not have their domicile in Belgium and have not appointed a person responsible for having its domicile in Belgium;
3 ° the Distributor and any person who knowingly helps that promotional communication, document or notice to produce its effect, if printer or the Director do not have their domicile in Belgium and have not appointed a person responsible for having its domicile in Belgium. »;
7 °, paragraph 2 is replaced by the following: "§ § 2 2» "The decisions referred to in paragraph 1 shall be notified by registered letter to the post with acknowledgement of receipt, to the issuer, the offeror, the person asking for admission to trading or intermediaries designated by them, as appropriate, and to the undertakings concerned, market similarly applicable to the persons referred to in paragraph 1, paragraph 2.
S.
45. the following amendments are made to section 68 of the Act, as amended by the royal decree of March 3, 2011: 1 ° to paragraph 1, the words "the ESMA and» are added between 'with' and 'the competent authorities of the other Member States of the European economic area ';
2 ° a point 6 ° is added to paragraph 1, as follows: "6 ° with ESMA, in particular to provide all the information necessary for the accomplishment of its mission."
3 ° a 3 paragraph is added as follows: 'The FSMA may refer to the ESMA situations where requests for cooperation, in particular for the exchange of information, have been rejected or were not implemented within a reasonable time.'.
S. 46. the following amendments are made to section 68bis of the Act, inserted by article 254 of the royal decree of 3 March 2011 and amended by the Act of November 27, 2012: 1 ° the introductory sentence of the first subparagraph is replaced by the following: "only persons and institutions can appeal to the public in Belgium to receive money deposits or other repayable funds to view. ', term or with notice or receive such deposits or repayable funds from the public in Belgium: ';
2 ° point 1 ° of the first subparagraph is replaced by the following: "1 ° of credit institutions worn on the list provided for in article 13, section 65 or section 66 of the law of 22 March 1993 on the status and control of credit institutions";
3 ° paragraph 3 is replaced by the following: "the paragraph 1 is also applicable to the appeal to the public with the collection of repayable funds from the public outside Belgium from Belgium by persons or undertakings established in the Belgian territory.".
S.
47. in article 71 of the Act, as amended by the royal decree of 3 March 2011, the words "or Regulation 809/2004" are replaced by the words ", Regulation No. 809 / 2004 or delegated acts adopted by the European Commission in implementing Directive 2003/71/EC.
S. 48. in Title XIV of the Act, chapter I, with article 73, as amended by the royal decree of 3 March 2011, is hereby repealed.
TITLE III. -Amendments to the law of 2 August 2002 on the supervision of the financial sector and financial services s. 49 A article 10 of the law of 2 August 2002 on the supervision of the financial sector and financial services, replaced by article 42 of the Act of 2 May 2007 and amended by the royal decree of December 19, 2010, the following changes are made: 1 ° in paragraph 2, paragraph 3, the words "to the § 1 and ' shall be inserted between the word"referred"and the words" § 3 ";
2 ° in paragraph 2, paragraph 4, the words '50,000 euros' are replaced by 'EUR 100 000 ';
3 ° to paragraph 2, a paragraph worded as follows is inserted between paragraphs 4 and 5: "the derogation referred to in the preceding paragraph also applies to debt securities with a nominal value per unit of at least EUR 50 000 who were already admitted to trading on a regulated before December 31, 2010 and for the duration of these debt securities.";
4 ° in paragraph 3, 1 °, b) is replaced by the following: ' b) (of issuers which have their registered office in a non-EEA State European and who have chosen Belgium as a Member State of origin in accordance with article 7, § 1, paragraph 1, iii), of law of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets ';
5 ° to paragraph 4, paragraph 2, the words '50,000 euros' are replaced by 'EUR 100 000 ';
6 ° to paragraph 4, a paragraph worded as follows is inserted between paragraphs 2 and 3: 'for the application of § 2, paragraph 5, of debt securities denominated in one currency other that the euro shall be assimilated to any debt securities with a denomination per unit of at least EUR 50 000 when the value of the unitary nominal value at the date of issuance shall be equivalent to at least EUR 50 000.".
TITLE IV. -Changes to act of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market provisions various arts.
50 article 5 of the law of May 2, 2007 on the disclosure of important shareholdings, paragraph 1 is replaced by the following: "this chapter applies to investments in issuers having their registered office in Belgium and of interests in issuers which have their registered office in a non-EEA country European and who have chosen Belgium as a Member State of origin in accordance with article 7 (, § 1, paragraph 1, iii), of the law of 16 June 2006. ».
S. 51 article 16 of the same Act, a written paragraph as follows is inserted between paragraphs 1 and 2: "The FSMA then informs the exemption granted ESMA.".
S. 52 article 21, paragraph 2, of the Act, the words "and the ESMA" are inserted between the words 'European Commission' and the words 'of the measures taken.
Title V. - Amendment to the takeover article Act of April 1, 2007 53 § 1.
The following changes are made to article 6, § 3, of the Act of 1 April 2007 the takeover bids: 1 ° to 2 °, the word '100' is replaced by '150 ';
2 ° to 3 °, the word '50 000' is replaced by '100 000 ';

§ 2. A paragraph 4 shall be added to article 6 worded as follows: ' by way of derogation to the § 1 and without prejudice to the possible obligation, on the part of the offeror, to open its offer of acquisition in Belgium, do not constitute not the takeover on Belgian territory: 1 ° the fact for a qualified intermediary established in Belgium to advise its customers, who have given him their securities on deposit. the launch of a takeover bid on such titles outside the Belgian territory, to enable them to provide, where appropriate, their tracks to offer;
2 ° the fact for the offeror to accept the titles referred to in 1 °, when they are brought by Belgian residents.
TITLE VI. -Amendments to the law of August 3, 2012 relative to certain forms of collective management of portfolios of investment art.
54. at article 3, 3 ° of the law of August 3, 2012 on certain forms of collective management of investment portfolios, the words "institutional or professional investors" are replaced by the words «eligible investors».»
S. 55 § 1. The following changes are made in article 5, § 1, paragraph 1 of the same law: 1 ° to 2 °, the word '100' is replaced by '150 ';
2 ° to 3 ° and 5 °, the "50 000" Word is each time replaced by '100 000 ';
3 ° to 6 °, the words "in the European economic area' shall be inserted between the words"total amount"and the words"is lower.

§ 2. Article 5, paragraph 3 is replaced by the following provision: "§ § 3 3» For the purposes of this Act, it has to be understood by 'institutional or professional investors': 1 ° business customers referred to in Appendix A of the royal decree of 3 June 2007 on rules and modalities intended to transpose the Directive on markets in financial instruments;
2 ° the eligible counterparties within the meaning of article 3, § 1 of the royal decree of 3 June 2007 above.
Investment firms and credit institutions shall communicate their classification of professional clients and eligible counterparties to collective investment undertakings which apply without prejudice to the law of 8 December 1992 relative to the protection of privacy with regard to the processing of personal data. »
§ 3. In the same article, § 3/1 shall be inserted, worded as follows: "for the purposes of this Act, there is to be understood by «eligible investors» investors referred to in paragraph 2 and the investors designated by the King under section 3, 1 °, excluding investors referred to in paragraph 3, 2 °.
Are considered as eligible investors institutional or professional investors.
Nevertheless, the King may, by royal decree taken on advice of the FSMA: 1 ° extend the notion of eligible investor in distinguishing, where appropriate, depending on the type or category of hedge funds, at all or part of corporations that do not qualify as institutional or professional investors and who asked to be registered in the register of eligible investors;
2 ° limiting the concept of eligible investor in distinguishing, where appropriate, depending on the type or category of undertakings for collective investment alternative.
FSMA gives the register of eligible investors referred to in section 3, 1 °. The King determines the procedure of registration in this register and modalities of access thereto for third parties. ».
S. 56 § 1. The title of part 2, book 2, title 2, Chapter 2, section 3 of the Act is replaced by the following: 'Prospectus and information key investor concerning the public offer of units of collective investment undertakings to variable number of shares, other documents related to the public offering of units of collective investment undertakings to variable number of shares and intermediation in public offerings of securities of investment funds '.
§ 2. The title of part 2, book 2, title 2, Chapter 2, section 3, subsection 1, of the Act is replaced by the following: 'Prospectus and information key investor concerning the public offer of units of collective investment in variable number of units and other documentation related to the public offering of shares in undertakings for collective investment to variable number of shares.
S.
57. in articles 56, 60, § 3, paragraph 1, 64, § 1, 1 °, 3 °, 5 ° and § 2, 66, 67, 68, 69, paragraph 2, 70, paragraphs 2 and 3 and 287, 2 ° to 5 ° of the Act, the words "notices, advertisements and other documents that relate to a public offering of securities of a collective investment undertaking» are replaced each time by 'opinion '. «, advertisements and other documents that relate to a public offer of units of a collective investment to variable number of shares.
S. 58. in articles 61, paragraph 1, 152, paragraph 1, 154, § 4, paragraph 2, and 163, paragraph 2 of the same Act, the '100' word is each time replaced by "150".
S. 59. in article 65, paragraph 3 is repealed.
S. 60. in articles 117, § 3, 119, § 4, 120, § 3, 122, § 4, 123, § 3, paragraphs 1, 2 and 3 and 126, § 4, the words 'institutional or professional investors' or ' institutional or professional investors "are replaced by the words whenever respectively" eligible investors "or" eligible investor.»»»»»»
S. 61 article 123, § 3, paragraph 4, of the Act, the words "from a single investor institutional or professional as it is an institutional investor or professional referred to in article 5, § 3, 5 °' shall be replaced by the words" from a single eligible investor for as much as it is a professional investor referred to in point (4) of part I, paragraph 1. of Annex A to the royal decree of 3 June 2007 on the rules and procedures intended to transpose the directive on markets in financial instruments. "TITLE VII. -Provisions transitional art. 62. except with regard to the exchange of information and cooperation mechanisms with ESMA, sections 1 to 48, 53, 55 to 59 do not apply to ongoing operations on the date of its entry into force.
S. 63. the undertakings for collective investment and, where appropriate, their compartments existing at the date of entry into force of this Act, retain their qualification notwithstanding the amendments made by section 54.
Promulgate this Act, order that it be under the seal of the State and published by le Moniteur.
Given to Brussels, July 17, 2013.
ALBERT by the King: the Minister of the economy, J. VANDE LANOTTE the Minister of finance, K. GARG sealed with the seal of the State: the Minister of Justice, Ms. A. TURTELBOOM _ Note (1) references to parliamentary work: records of the House of representatives: 53 2852 /(2012/2013): 001: Bill.
002: Amendments.
003: Report on behalf of the Committee.
004: Text adopted in plenary meeting and transmitted to the Senate.
Annals of the House: June 27, 2013.
The Senate documents: 5-2175-2012/2013: 001: project referred by the Senate.
002: Amendments.
003: Report on behalf of the Committee.
004: Annex.
005: Decision not to amend.
Annals of the Senate: July 10, 2013.