Law On Public Offers Of Investment Instruments And Admission Of Investment Instruments To Trading On Regulated Markets (1)

Original Language Title: Loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés (1)

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Posted the: 2006-06-21 Numac: 2006009492 FEDERAL finance PUBLIC SERVICE June 16, 2006. -Law on public offers of investment instruments and admission of investment instruments to trading on regulated markets (1) ALBERT II, King of the Belgians, to all, present and to come, 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 including the transposition of 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, and Directive 2005/1 / EC of the European Parliament and of the Council of 9 March 2005 amending Directives 73/239 / EEC 85/611/EEC, 91/675/EEC, 92/49/EEC and 93/6/EEC of the Council and Directives 94/19 / EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC, in order to organize a new structure the financial services Committee.
TITLE II. -Definitions art. 3 § 1.
For the purposes of this Act, it must be held to hear "public offer" a communication addressed in any form and by any means whatsoever to individuals with sufficient information on the terms of the offer and the investment instruments to offer, so that an investor to decide to purchase or subscribe these investment instruments , and which is made by the person who is able to issue or sell instruments of investment or for its account.
Is presumed to act on behalf of the person who is able to issue or sell investment instruments, anyone who receives directly or indirectly, remuneration or benefit on the occasion of the offer.
§ 2. For the purposes of § 1, are not of a public nature, the following types of offer: has) the offers of investment instruments directed only to investors qualified;
(b) offers of investment instruments addressed less than 100 natural or legal persons, other than qualified investors by State member of the EEA European;
c) offers of investment instruments that require a consideration of at least EUR 50,000 per investor and separate offer;
(d) the offers of investment instruments whose denomination per unit amounts to at least 50,000 euros).
(e) the offers of investment instruments whose total amount is less than € 100,000).
Paragraph 1, e), is not applicable to tenders for investment instruments, other than transferable securities, which consist of contract term requiring no investment at the time of their conclusion, but including the liquidation takes place by a cash settlement or delivery of the underlying at the benefit of one of the parties.
When resale of investment instruments which were previously the subject of one or more of the types of offer referred to in paragraph 1, the definition in the § 1 and the criteria laid down in paragraph 1 of this paragraph shall apply in order to determine whether that resale is an offer.
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3. For the purposes of § 1 are not offers the free allocation of investment instruments.
§ 4. By way of derogation to the § 1, are not bids on Belgian territory: 1 ° the one made to a financial intermediary established in Belgium to advise its customers, who have given him their instruments for investment in deposit, of launching a public offer outside the Belgian territory to enable them to exercise their rights as holders such instruments investment;
2 ° the only one made for the transmitter such investment instruments allow subscriptions by Belgian residents in the exercise of the aforementioned rights.
§ 5. The threshold of 100,000 euros for the total amount of the offer referred to in § 2, paragraph 1, e), and the threshold of 2,500,000 euros concerning the total amount of the offer referred to in articles 15, 18, 22, 37 and 42 must be calculated over a period of 12 months.
S. 4 § 1. For the purposes of this Act, it has to be understood by 'investment instruments': 1 ° the securities;
2 ° the monetary market instruments;
3 ° the rights bearing directly or indirectly on movable or immovable property, property held in association, joint ownership or group, of law or of fact, not giving rights holders the enjoyment of private property including management, organized collectively, is entrusted to one or several persons acting in a professional capacity;
4 ° the financial-futures ("futures") contracts, including those whose payment is made in cash;
5 ° the futures contracts on interest rates ("forward rate agreements");
6 ° swaps ('swaps') on interest rates or currencies and swaps on streams related to equities or indices of shares ("equity swaps");
7 ° the options on currency and on interest rates and all other contracts of options to acquire or transfer, by way of subscription or Exchange, investment instruments referred to in this article, including options which regulation takes place in cash;
8 ° contracts derived on precious metals and raw materials;
9 ° contracts representative rights on other than securities of investment instruments;
10 ° all other instruments to perform a financial investment, regardless of the underlying assets.
§ 2. The following instruments are however not of investment instruments in the sense of § 1: 1 ° the deposits of money solicited or received by establishments or institutions referred to in article 4, paragraphs 1 and 2, 1 ° to 4 °, 6 °, of the law of 22 March 1993 on the legal status and control of credit institutions;
2 ° foreign exchange, precious metals and raw materials;
3 ° contracts covered by article 2 of Directive 2002/83/EC of the European Parliament and of the Council of 5 November 2002 concerning life assurance, concluded by insurance undertakings.
S. 5 § 1. For the purposes of this Act, it has to be understood by "securities" all categories of investment instruments tradable on the market capital (with the exception of instruments of payment), such as: 1 ° the actions of companies and other instruments of investments equivalent to shares of companies, type partnership or other entities, including the investment instruments issued by undertakings for collective investment the contractual form or trust, representing rights of the participants on the assets of these organizations, and depositary receipts in respect of shares;
2 ° bonds and other securities debt or loan, including certificates representing such securities and real estate certificates;
3 ° any other value giving the right to acquire or sell such securities or giving rise to a cash settlement, whose amount shall be fixed by reference to securities, currency, interest rate or yield, commodities or other indices or measures.
§ 2. Money market instruments are not securities within the meaning of § 1.
§ 3. By instruments of the money market, it is necessary to hear all the categories of instruments normally dealt in on the money market with maturities of less than 12 months.
§ 4. By 'real estate certificates', it is appropriate to hear debt incorporating rights income, products and prices of realization of one or more real estate then determined the issuance of certificates.
Ships and aircraft shall be assimilated to buildings.
S. 6. for the purposes of this Act, it is necessary to distinguish between the two categories of following securities: 1 ° "equity securities": the shares and other securities equivalent to shares, any other securities giving the right to acquire one of the aforementioned securities as the result of a conversion or the exercise of this right provided that the values of the second category are issued by the issuer of underlying shares or by an entity belonging to the transmitter of the said group.
2 ° the securities other equity': all securities that are not equity securities.
S. 7 § 1. For the purposes of this Act, it has to be understood by 'Home Member State': i) for any issuer of securities of type having its registered office in a Member State of the EEA European, the Member State where the issuer has its registered office;
(ii) for any issuer of securities of type B, either the Member State where the issuer has its registered office, or where relevant securities have been or will be admitted to trading on a regulated market, or that where securities are the subject of a takeover bid, according to the choice of the issuer, offeror or person asking for the admission to trading as appropriate;
(iii) for any issuer of securities of type A with its registered office in a non-member of the European economic area, i.e. the Member State where securities values were for the first time the subject of a bid

public after December 31, 2003, is that of securities of type were first admitted to trading on a regulated market after December 31, 2003, according to the choice of the issuer, offeror or the person asking for admission to trading, as applicable, subject to an election later on the part of the issuer when the Member State of origin has not been determined according to his choice.
Issuers having their registered office in a non-EEA country European with securities type were already admitted to trading on a regulated market in the European economic area on December 31, 2003, choose their Member State of origin in accordance with the point (iii) of paragraph 1.
§ 2. For the purposes of this Act, it has to be understood by: 1 ° "securities type A": (a) all equity securities, and (b) the securities, capital of a unitary nominal value less than 1000 euros excluding those which give the right to acquire any title transferable or receive a cash amount as a result of the conversion of these securities or the exercise of the rights conferred by them;
2 ° "securities type B": (a) all other securities equity, whose denomination per unit is higher or equal to 1,000 euros, and (b) tracks other than capital with a nominal value less than 1,000 euros entitling to acquire any securities or to receive a cash amount as a result of their conversion or the exercise of the rights conferred by them.
§ 3. When securities are issued in one currency other than the euro, the threshold of 1,000 euros referred to the § 1 will be considered if the nominal value of the securities is almost equivalent to 1,000 euros at the time of the offer or the admission, as the case may be.
S. ("" 8. for the purposes of this Act, it has to be understood by: 1 ° "collective investment undertakings other than the closed type": organizations the contractual form (as common funds managed by management companies) or trust law (as unit trusts) or statute (as investment companies): has) whose sole object is the collective investment of funds collected from the public and whose operation is subject to the principle of risk-spreading (, and b) whose shares are, at the request of the holders, repurchased or redeemed, directly or indirectly, out of the assets of these organizations. Is assimilated to such repurchase or redemption the fact for a collective investment undertaking to act so that the value of its shares admitted to the negotiations, on a market regulated or not, does not significantly from their net asset value vary.
2 ° 'shares of mutual funds': securities issued by undertakings for collective investment, the form contract (as common funds managed by management companies) or trust law (as unit trusts) or statute (as investment companies), in representation of rights of participants in the assets of these undertakings.
S.
9. for the purposes of this Act, it has to be understood by: 1 ° 'supplier': a natural or legal person who provides instruments of investment to the public.
2 ° "issuer": a legal entity which has issued, issues or proposes to issue instruments of investment;
3 ° 'competent authority': the competent authority for the approval of the prospectus in the Member State of origin;
4 ° "BFIC": the banking, finance and Insurance Commission, Belgian competent authority;
5 ° 'regulated market': any Belgian regulated market or foreign national referred to in article 2, 3 °, 5 ° and 6 ° of the Act of 2 August 2002 on the supervision of the financial sector and financial services;
6 ° 'market undertaking': the undertaking referred to in article 2, 7 °, of the law of 2 August 2002;
7 ° 'working day': day in the banking sector, with the exception of Saturdays and Sundays.
S. 10 § 1. For the purposes of this Act, there are "qualified investors" means: legal persons established in Belgium, authorised or regulated to operate in the financial markets, including credit institutions, investment firms, other financial institutions authorised or regulated insurance, undertakings for collective investment and their management companies, pension and retirement funds and their management companies the intermediaries in investment instruments futures on raw materials, as well as entities established in Belgium, approved or regulated whose exclusive corporate purpose is the investment in investment instruments;
b) the State, the regions and the communities, the National Bank of Belgium and international and supranational organizations established in Belgium;
((c) legal persons other than those referred to a) and b) established in Belgium, which, according their last annual or consolidated accounts meet at least two of three criteria: an average number of employees equal or higher than 250 people throughout the year, a balance sheet total exceeding EUR 43,000,000 and a net annual turnover exceeding EUR 50,000,000;
(d) legal entities having their registered office on the territory of another Member State of the European economic area that are established in Belgium, who meet at least two of the three criteria referred to c) and which are considered as qualified investors in the Member State on whose territory their registered office is located;
§ 2. The King can extend the concept of qualified investors, distinguishing where appropriate according to the type of investment instruments concerned: 1) natural persons resident on Belgian territory who have expressly asked the CBFA to be considered as qualified investors and who meet at least two of the following three criteria: (i) they were purchased on the market of securities operations of significant size at the rate of at least ten per quarter on average over the four previous quarters, (ii) the value of their securities portfolio exceeds 500,000 euros, (iii) they work or have worked in the financial sector for at least one year in a professional position requiring a knowledge of the investment in transferable securities, 2) in all or part of the legal persons having their registered office on the Belgian territory which do not satisfy at least two of the three criteria referred to in 1 (c), and which have expressly asked the CBFA to be considered as qualified investors.
The CBFA draws up a register of the persons concerned. The King determines the procedure of registration in this register and the terms of access to this register for third parties.
S. 11. for the purposes of this Act, it has to be understood by 'communication to promotional nature': any announcement regarding specific public offers of investment instruments and admission of investment instruments to trading to specifically promote the subscription or the acquisition of these investment instruments, regardless of the medium used.
S. 12. for the purposes of this Act, it has to be understood by: 1 ° "offering programme": a program that allows to issue investment instruments, belonging to a type or to a similar category in a continuous or repeated manner during a specified period;
2 ° "instruments of investment issued in a continuous or repeated manner": the investment instruments belonging to the same type / class, issued on tap or at least two separate occasions over a period of twelve months.
S. 13. for the purposes of this Act, it has to be understood by "intermediation": any intervention, even as temporary or incidental activity, and in any capacity whatsoever, with respect to investors in the placement of a bid on behalf of the offeror or issuer, against remuneration or benefit of any kind granted directly or indirectly by the offeror or issuer.

S. 14. for the purposes of this Act, it has to be understood by: 1 ° 'Directive 2001/34/EC': Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official listing and information to be published on those securities;
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;
3 ° «Regulation 809/2004»: Regulation (EC) no 809/2004 of the Commission of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses, the structure of the prospectus, the incorporation by reference, the publication of prospectuses and dissemination of advertisements communications;
4 ° "law of 2 August 2002": Act of 2 August 2002 on the supervision of the financial sector and financial services;
5 ° "law of 20 July 2004": the law of 20 July 2004 on certain forms of collective management of investment portfolios.
TITLE III. -Object art. 15 § 1.
This Act regulates: 1 ° public offers of investment instruments made on the

Belgian territory and the admission of investment instruments to trading on a Belgian regulated market, and 2 ° without prejudice to article 22, paragraph 2, the prospectus and communications advertisements on public offerings of securities for a total amount greater than or equal to 2,500,000 euros, carried out in the territory of one or more States members of the economic area European excluding the Belgium and the admission of securities to trading on one or more regulated markets located in one or more Member States of the European economic area, excluding the Belgium, when the Belgium is the Member State of origin.
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2. On advice of the CBFA, the King may make applicable certain provisions of this Act, with the exception of chapter II of title IV, admissions of investment instruments to trading on the Belgian market it determines, that are accessible to the public and are not regulated, markets distinguishing where appropriate according to the type of investment instruments.
§ 3.
On the advice of the CBFA, the King may make applicable provisions of this Act, with the exception of chapter II of title IV, in admissions to trading on a foreign market accessible to the public which is not a regulated market, in instruments issued by companies having their registered office on the Belgian territory, where these investment instruments are not admitted on a regulated market distinguishing where appropriate according to the type of investment instruments concerned.
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4. On advice of the CBFA, the King may, in the conditions it determines, declare all or part of the provisions of this Act inapplicable: 1 admissions to trading on a Belgian regulated markets it determines of investment instruments that are not securities, it determines, when these admissions are requested by the market operator, and 2 bids carried out on Belgian territory, by credit institutions or investment firms as it may determine, of investment instruments, other than transferable securities, it determines, insofar as these instruments are admitted to trading on regulated markets as it may determine.
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5. On advice of the CBFA, the King may, in the conditions it determines, declare all or part of the provisions of this Act inapplicable to public offers of investment instruments which are not securities that it determines, when these offers are made by credit institutions or investment firms as it may determine, provided that these credit institutions or investment firms are issuers of the instruments concerned.
S. 16 § 1. By derogation from article 15, the Act does not address: 1 ° public offers and admissions to trading of shares issued by collective investment undertakings other than those of the closed type;
2 ° the public sales of investment instruments ordered by justice;
3 ° public offers and admissions to trading of shares of capital in the central banks of the Member States of the European economic area;
4 ° the public offers and admission to trading of securities, capital issued by a European economic area Member State or by one of its regional or local authorities, by public international organizations to which adhere one or several Member States of the European economic area, the Central Bank European or by the central banks of the Member States of the European economic area;
5 ° public offers and admission to trading of securities unconditionally and irrevocably guaranteed by a European economic area Member State or by one of its regional or local;
6 ° public offers and admission to trading of securities, issued capital of continuous or repeated manner by credit institutions established in Belgium or by credit institutions governed by the law of other States members of the economic European and not established in Belgium provided that these securities equity: (i) are not subordinated convertible or exchangeable, (ii) do not give the right to subscribe or acquire other types of securities and are not linked to a derivative instrument, (iii) materialise reception of repayable deposits, (iv) can benefit from a system of deposit insurance in accordance with Directive 94/19 / EC on deposit-guarantee systems;
7 ° public offers and admission to trading of securities, issued capital of continuous or repeated manner by credit institutions established in Belgium or by credit institutions governed by the law of other States members of the economic European and not established in Belgium, where the total amount offered over 12 months is inferior to EUR 50,000,000 , insofar as these securities other equity: (i) are not subordinated, convertible or exchangeable, (ii) do not give the right to subscribe or acquire other types of securities and are not linked to a derivative instrument, (iii) can benefit from a system of deposit insurance in accordance with Directive 94/19 / EC on deposit-guarantee systems;
8 ° public offers of investment instruments issued by associations with legal status or by non-profit organizations recognized by a Member State of the European economic area, to procure the means necessary to achieve their non-profit-making objectives.
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2. When the public offer or the admission to trading application relates to securities referred to the § 1, 4 °, 5 ° or 7 °, the issuer, the offeror or the person asking for admission to trading, as the case may be, nevertheless has the choice to submit its operation under this Act, and in particular in chapter II of title IV, in order to benefit the community scope of approval of the prospectus as referred to in article 36.
TITLE IV. -The prospectus, chapter I.
-Obligation to publish a prospectus Section 1st. -Scope art. 17. This chapter applies to any public offering of investment instruments carried out on Belgian territory and any admission of investment instruments to trading on a Belgian regulated market.
S. 18 § 1. By way of derogation from article 17, this chapter applies not to the bids of the following investment instruments types: a) the shares of cooperative societies recognized under article 5 of the law of July 20, 1955, establishing a national Council for the Cooperation provided that the acquisition or possession of these shares are for their holder the requirement so that it can benefit from the services rendered by these cooperatives and provided the total amount of the offer is less than 2 500 000 euro;
(b) shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not increase in the capital subscribed;
c) investment instruments offered in the context of a takeover bid by way of an exchange offer, provided that information considered by the CBFA as equivalent to those that contain the prospectus to be made available to interested parties;
(d) securities attributed in a merger or for a consideration other than in cash, provided that these transactions involve an offer and as far as information considered by the CBFA as equivalent to those that should contain the prospectus are put at the disposal of the parties concerned;
(e) dividends paid out in the form of shares of the same class as those giving these dividends are paid, provided that a document containing information on the number and the nature of the actions as well as the reasons for and details of the offer is made available to interested parties;
(f) securities offered to administrators or former employees or existing by their employer whose securities are already admitted to trading on a regulated market or by a related corporation, provided 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 be put at the disposal of the parties concerned;
(g) securities offered to administrators or employees former or existing by a corporation related to the employer, provided that these securities are of the same class as those already admitted to trading on a regulated market 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 be put at the disposal of the parties concerned;
(h) securities offered to administrators or to existing or former employees or by their employer, either by a corporation related to it, provided that it offers a lower total 2,500,000 euros and that these securities are of the same class as those already admitted to trading on a market located outside the EEA operating regular, accessible to the public and within the framework of which the information requirements imposed on issuers are equivalent to those which are applicable to regulated markets, and 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 made available to interested parties;
(i) the transferable securities offered to workers in execution of plans of participation for a total amount less than 2,500,000 euros covered by Act of 22 May 2001 on employee participation plans capital and corporate profits).
§ 2. By way of derogation from article 17, this chapter shall not apply to admissions to the negotiation of the following investment instruments categories: a) shares representing, over a period of 12 months, less than 10% of the number of shares of the same class already admitted to trading on the same market.
(b) shares issued in substitution for shares of the same class already admitted to trading on the same market, if the issuing of such new shares does not increase in the capital subscribed;
c) investment instruments offered in the context of a takeover bid by way of an exchange offer, provided that information considered by the CBFA as equivalent to those that contain the prospectus to be made available to the public in accordance with article 21;
d) securities offered, allotted or to be attributed, on the occasion of a merger or for a consideration other than in cash, provided that information considered by the CBFA as equivalent to those that contain the prospectus is made available to the public in accordance with article 21;
e) shares offered, allotted or to be allocated free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as those giving these dividends are paid, provided that these actions are of the same class as those already admitted to trading on the same market and that a document containing information on the number and the nature of the actions as well as the reasons and conditions of supply and admission is made available to the public in accordance with article 21;
(f) securities offered, allotted or to be assigned to administrators or former employees or existing, either by their employer or by a corporation related to it, provided that these values are of the same class as those already admitted to trading on the same market and that a document containing information on the number and nature of securities as well as the reasons and conditions of the offer and the admission is made available to the public in accordance with article 21;
g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that these actions are of the same class as those already admitted to trading on the same market;
((h) securities already admitted to trading on one market regulated under the following conditions: 1 °) these securities, or securities of the same class, have been admitted to trading on that other regulated market for more than eighteen months, 2 °) for the securities admitted for the first time to trading on a regulated after July 1, 2005 ((, the admission to trading on that other regulated market is made in connection with the approval of a prospectus made available to the public in accordance with article 14 of Directive 2003/71/EC, 3 °) except when 2 °) is application for securities admitted for the first time to listing after 30 June 1983, a prospectus has been approved in accordance with the requirements of Directive 80/390 / EC or Directive 2001/34/EC according to the (cases, 4 °) the obligations relating to trading on that other regulated market have been fulfilled, 5 °) the person seeking the admission of a security to trading in the context of this derogation puts at the disposal of the public in accordance with article 21 a document that describes briefly and in a non-technical language the main features of the transmitter prospective guarantors and securities and the main risks presented by these; This document specifies where are available the financial information published by the issuer in accordance with its reporting requirements, as well as the most recent prospectus, provided that the latter is still valid within the meaning of section 35.
§ 3. The CBFA may specify in a regulation adopted in accordance with article 64 of the law of 2 August 2002 the information which must be made available to satisfy the requirement of equivalence referred to in §§ 1, c) and (d)), and 2, c) and (d)).
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4. The language regime laid down in article 31 shall apply to the information to be put at the disposal of the persons concerned by virtue of § 1 or make available under § 2.
S. 19. without prejudice to article 18, for the non-harmonized operations referred to in chapter III, the King may, by order made on the advice of the CBFA, provide for cases in which a total or partial exemption from the obligation to publish a prospectus may be granted by the CBFA.
Section 2. -Publication of a prospectus in art. 20. any operation referred to in this chapter requires the prior publication of a prospectus by the issuer, the offeror or the person asking for admission to trading on a regulated market, as appropriate.
S. 21 § 1.
The prospectus is made available to the public three working days at least before the closing of the public offering and, in any case, no later than the day of its opening.
By way of derogation from paragraph 1, in the case of an initial public offering of a class of shares not yet admitted to trading on a market regulated and which must be for the first time, the prospectus is available at least six working days before the closing of the public offering.
Where admission to trading on a regulated market takes place without concurrent public offering, the prospectus shall be made public no later than one working day before the date on which the admission to trading becomes effective.
Without prejudice to paragraphs 1 and 2, when the public offers of investment instruments is preceded by a negotiation of subscription rights, the prospectus shall be made public no later than the day of the opening of these negotiations.
§ 2. The prospectus shall be deemed to be made available to the public as soon as it is published in one of the following conditions: a) by insertion in one or more newspapers in national or widespread in Belgium, or b) in printed form free implementation available to the public at the offices of the market on which the investment vehicles will be admitted to trading (, or at the registered office of the issuer and at the offices of the financial intermediaries placing or selling the investment vehicles concerned, including those responsible for the Finance Department of the transmitter, or c) in an electronic form on the website of the issuer and, where appropriate, that of the intermediate - res financial placing or selling the investment vehicles concerned ((, including those responsible for the Finance Department of the transmitter, or d) in an electronic form on the web site of the market where the admission to trading is sought, or e) in an electronic form on the web site of the authority which has approved the prospectus, if it has decided to offer this service.
Issuers publishing their prospectus in accordance with the modalities referred to a) or b) must publish it also in the manner referred to in c) insofar as they have a web site. When the prospectus approved by the competent authority of another European economic area Member State, the transmitter is subject to this requirement only where that Member State regulation contains a similar obligation.
§ 3. Where the prospectus is made available to the public in electronic form, a paper copy must nevertheless be delivered to the investor, free, and at his request, by the issuer, the offeror, the person asking for admission to trading or the financial intermediaries placing or selling the relevant investment instruments.
§ 4. The CBFA publishes on its website the list of prospectuses that it has approved during the twelve months preceding, specifying how they were made available to the public and where they can be obtained and where appropriate, by inserting a hyperlink to the prospectus published on the website of the issuer or the relevant regulated market.
By way of derogation from the preceding subparagraph, the CBFA may publish all the prospectuses approved during the twelve months preceding on its web site or on a third party commissioned by it for this purpose. § 5. Where the prospectus is composed of documents and/or includes information by reference, the documents and information that can be published and circulated separately, provided that they are made free of charge available to the public as provided for in § 2.
Each document indicates where other components of the full prospectus can be obtained.
Where the prospectus is drawn up in the form of a single document, the summary of prospectus may also be broadcast separately. In this case, it shows where the full, summary prospectus including, may be obtained.
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6. The form and content of the prospectus and/or the supplements, such as published, are always the same

to the original version approved.
CHAPTER II. -The prospectus under operations harmonised by the Directive 2003/71/EC Section 1st. -Prospectus to be approved by the CBFA sub-section 1. -Scope art.
22 § 1. This section applies to any public offering of securities for a total amount greater than or equal to 2,500,000 euros and any admission of securities to trading on one or more regulated markets, where the publication of a prospectus is required under the first chapter or the national legislation of the Member State in which the offer or the admission takes place , and that the Belgium is the Member State of origin.
§ 2. When the public offering referred to the § door 1 on a total amount less than 2,500,000 euros, offeror or issuer, as the case may be, has the opportunity to submit its offer to the chapter in order to benefit the community scope of approval of the prospectus, as referred to in article 36.
Sub-section 2. -Approval of the prospectus by the CBFA art. 23. the prospectus relating to an operation referred to in this section cannot be published only after its approval by the CBFA.
This approval has no appreciation of the opportunity and the quality of operation, or the situation of one who realizes the.
Sub-section 3. -Content of the prospectus article 24 § 1. Without prejudice to article 27, §§ 2 and 3, the prospectus contains all the information which, taking into account the special nature of the issuer and securities offered to the public or admitted to trading on a regulated market, are information needed to enable investors to assess informed heritage, financial position, results and prospects of the issuer and the guarantor, if any , as well as the rights attaching to such securities.
This information is presented in a form easy to analyze and understand.
§ 2. Except where the prospectus relates to the admission to trading on a regulated market of other equity securities having a denomination per unit of at least EUR 50 000, the prospectus must include a summary that outlines briefly and in a non-technical language the main characteristics of the issuer and guarantor, if any securities and key risks presented by them. The summary also 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 the judicial proceedings, and 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.
S. 25. the prospectus shall contain the indication that it was approved by the CBFA in accordance with article 23.
Except the indication referred to in paragraph 1, no mention of the intervention of the CBFA may be made in the prospectus and any supplements.
S. 26 § 1.
Information to be included in the prospectus are laid down in the Regulation 809/2004.
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2. By way of derogation to the § 1, where the issuer has its registered office in a non-member of the European economic area, he may draw up a prospectus according to the legislation of that country, provided that: 1 ° the prospectus has been drawn up according to international standards set by international organisations of securities commissions, including standards for the advertising of IOSCO, and 2 ° the information including financial, required to be equivalent to those required pursuant to this Act and the Regulation 809/2004.
S. 27 § 1.
When the issuer or the offeror, as the case may be, is not the possibility of including in the prospectus the final offer price and amount of securities which are offered to the public, the prospectus shall indicate:-the criteria or conditions on the basis of which these elements will be determined, or - the maximum price of the offer.
If the prospectus does not mention the maximum price of the offer, it must indicate that the acceptance of the purchase or subscription of securities may be revoked for at least the two working days following the publication of the final price of the offer and amount of securities which will be offered to the public.
The final price of the offer and the number of the securities offered are filed with the CBFA and, when the operation is performed on the Belgian territory, published in accordance with article 21, §§ 2, 3 and 5.
§ 2. The CBFA may exempt to include certain information provided for in this Act or the Regulation 809/2004 in the prospectus if it feels: a) that the disclosure of such information would be contrary to the public interest, or b) that disclosure of this information would be serious prejudice to the issuer, provided that this omission is not likely to mislead the public on facts and circumstances which knowledge is essential to a knowledge assessment cause the issuer, the offeror or of the guarantor, if any, and the rights attached to securities covered by the prospectus, or c) such information is of minor importance and that they are not such as will influence the assessment of the financial situation and prospects of the issuer, offeror or guarantor, if any.
§ 3.
Without prejudice to the adequate information of investors, in the exceptional cases where some of the information to be included in a prospectus under the Regulation 809/2004 are not adapted to the field of activity or to the legal form of the issuer or to the securities covered by the prospectus, it contains information equivalent to the required information, insofar as there are.
Subsection 4. -Form of the prospectus article 28 § 1. Without prejudice to article 29, the issuer, the offeror or the person asking for admission to trading may draw up the prospectus as a single document or separate documents.
A prospectus composed of separate documents divided information required: 1 ° a registration document, containing information about the issuer, 2 ° a related securities note, containing information about the securities offered to the public or to trading on a regulated market, and 3 ° a summary.
§ 2. The registration document referred to the § 1 may be approved by the CBFA outside the framework of the approval of a prospectus, in the context of its use for future public offerings or admission to trading.
§ 3.
The issuer which already has a registration document approved by the CBFA is required to draw up only the securities note and a summary when offered securities to the public or admission of securities to trading on a regulated market. In this case, only the note and summary are subject to the approval of the CBFA.
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 document for registration or any supplement prepared in accordance with article 34, the securities note provides information that should normally be included in the registration document.
§ 4. When the registration document was not yet the subject of approval, all the documents is subject to the approval of the CBFA.

S. 29 § 1. For categories of listed securities, the prospectus can, at the choice of the issuer, offeror or person asking for admission to trading, consist of a prospectus containing all relevant information concerning the issuer and the securities offered to the public or to trading: a) the other equity securities, as well as all forms of rights of subscription and warrants covered issued under an offering programme;
(b) tracks other than issued capital of a continuous or repeated manner by credit institutions, when: (i) the amounts collected through their issuance, according to national legislation, are placed in assets which provide sufficient coverage for liability arising from these securities until the due date thereof, and (ii) in the case of insolvency of the issuing credit institution the amounts in question are assigned priority in the reimbursement of the principal and the interest due, without prejudice to the provisions of Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding-up of credit institutions.
§ 2. If the final offer terms are not included in the database or in a supplement prospectus, they are filed with the CBFA 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, if possible before the launching of the operation.

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. 30 § 1. The CBFA may accept that information be included in the prospectus by reference to one or more previously or simultaneously published documents approved by the competent authority or filed pursuant to Directive 2003/71/EC, and in particular under article 10 or of titles IV and V of Directive 2001/34 / EC.
This information is the most recent of which the hand transmitter has.
The summary may include information by reference.
§ 2. When information is incorporated by reference, a table of correspondences must be provided in the prospectus, to enable investors to easily identify specific items of information.
Subsection 5. -System language arts. 31. the prospectus shall be drawn up in french, Dutch or in a language customary in the sphere of finance international and accepted by the CBFA.
Where the prospectus relates to a public offer of securities which takes place in whole or part on Belgian territory summary is established or translated into French and Dutch. This translation is performed under the responsibility of the issuer, offeror or person responsible for drafting the prospectus. By way of derogation from this rule, if communications to advertisements and other documents and notices pertaining to the operation referred to in Title VI are released in a single national language, the summary can be established or translated in this language only.
Sub-section 6. -Procedure of approval of the prospectus article
32 § 1. The issuer, the offeror or the person asking for admission to trading, as the case may be, shall notify the CBFA of its intention to carry out an operation referred to in this section.
The opinion referred to in paragraph 1 is attached a file comprising: 1 ° the draft prospectus prepared pursuant to this section;
2 ° where appropriate, the terms of the underwriting of securities offered publicly, and the composition, rights and obligations of any Union formed placement for this offer or guarantee;
3 ° the possible blocking agreements on securities for which the admission to trading is sought;
4 ° any special reports prescribed under the law of corporations that are related to the transaction;
5 ° any reports of experts to which the prospectus relates;
6 ° any other relevant document for the review of the prospectus.
Regardless of the record referred to in paragraph 2, the analyst reports established under operation by members of the Union to guarantee and placement as well as the material communicated to analysts by the issuer, the offeror or the person asking for admission to trading for the preparation of these reports must be submitted to the CBFA as soon as possible.
§ 2. If the CBFA believes, on reasonable grounds, that the documents submitted are incomplete or that further information is necessary, it shall notify the issuer, the offeror or the person asking for admission to trading, as the case may be, within 10 working days from receipt of the notice to the § 1 so that it complements his file.
The CBFA may in particular require the issuer, offeror or person asking for the admission to trading that it inserts in the prospectus supplementary information if the protection of investors so requires.
§ 3. Within 10 working days from the date of the submission of the complete dossier, the CBFA shall notify the issuer, the offeror or the person asking for admission to trading, as the case may be, and market companies possibly involved, its decision either to approve the prospectus or to refuse to approve the prospectus.
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4. Where the CBFA has taken any of the decisions referred to in § 3, persons who have given notice to the § 1 may, by registered mail with acknowledgement of receipt, or post set the CBFA in house to do so. This formal notice cannot take place only after the expiry of a period of 10 working days from the date of the response to the last request made by the CBFA pursuant to § 2 or, in the absence of such a request, as soon as possible on the expiry of a period of 10 days from the date of the notice to the § 1. If, on the expiry of a period of 10 days from the date of the formal notice referred to in this paragraph, the CBFA remains in default, to decide, that the record is incomplete, citing missing items, or to take one of the decisions referred to in § 3, the approval of the prospectus is deemed to be rejected.
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5. The period of 10 working days referred to in § 2 is increased to 20 working days if, during the ten years preceding, the CBFA has not approved document registration or prospectus relating to a public offer of securities of the same issuer or to an admission to trading on a regulated market of securities of this issuer.
§ 6. Only persons who have given notice to the § 1 may appeal, in accordance with article 121 of the law of 2 August 2002, against a refusal of the CBFA to approve the prospectus or against the decision referred to in § 4 stating that the folder may still be considered to be complete.
The decision of ap-probation of the prospectus by the CBFA is not subject to appeal.
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7. The final version of the approved prospectus shall be submitted to the CBFA prior to its publication.

S. 33. the CBFA 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 Member State of the European economic area, with the agreement of the latter. The CBFA 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.
Sub-section 7. -Supplement to the prospectus article 34 § 1. Any significant new fact or any error or substantial inaccuracy regarding the information contained in the prospectus, which is likely to influence the assessment of the Securities and occurs or is found between the approval of the prospectus and the final closing of the offer or, if applicable, the beginning of trading on the relevant market, is mentioned in a supplement to the prospectus.
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2. The supplement is approved within maximum of seven working days, in the same way and published at least in the same manner as the initial prospectus. The summary, and any possible translation, also gives place to a supplement if necessary to take account of the new information contained in the supplement to the prospectus.
§ 3. Investors who have already agreed to purchase securities or subscribe before the supplement is published shall be entitled to revoke their acceptance, for at least two working days after the publication of the supplement. This possibility of revocation must be brought to the attention of the investors at the time of the publication of the supplement. This possibility of revocation is not applicable in the case of a continuous offer of securities.
Subsection 8. -Period of validity of the prospectus article 35 § 1. A prospectus remains valid 12 months after its publication, for other bids or other admissions to trading on a regulated market provided that it be updated in accordance with article 34.
§ 2. In the case of an offering programme, the base rest prospectus valid for twelve months after its publication provided that should be complemented by new data on the issuer and the securities to be offered to the public or proposed in the negotiation, in accordance with article 34.
§ 3. With regard to the securities, capital, referred to in article 29 § 1, b), the base prospectus remains valid until what none of the securities other than concerned capital or more issued in a manner continued or repeated provided that should be complemented by new data on the issuer and the securities to be offered to the public or proposed bargaining , in accordance with article 34.
§ 4. A registration within the meaning of article 28, previously approved document remains valid for 12 months after its approval, provided that it is updated in accordance with articles 28, § 3, or 34.
Sub-section 9. -Community scope of the approval of a prospectus by the CBFA art. 36 § 1. Where a prospectus is submitted to the CBFA for approval or approved by the CBFA, the issuer, the offeror or the person asking for admission to trading, who wishes 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 space economic

European, may apply to the CBFA to notify the competent authorities of these Member States a file comprising: (i) a certificate of approval attesting that the prospectus and any supplements, have been established in accordance with the provisions of this Act transposing Directive 2003/71/EC, and mentioning the possible application of the provisions of article 27, §§ 2 and 3, as well as its justification , (ii) a copy of the prospectus and any supplements and, (iii) if it is required, a translation of the summary of the prospectus in the language (s) official (s) of the States on whose territory takes place on offer or admission is sought. This translation is prepared under the responsibility of the issuer, the offeror, the person asking for admission to trading or the person responsible for drafting the prospectus.
When the notification application is submitted to the CBFA before the approval of the prospectus, the notification is made within a period of one working day after the approval of the prospectus.
When the notification application is submitted to the CBFA after the approval of the prospectus, notification shall be effected within three working days following the request.
§ 2. If significant new facts or errors or inaccuracies, as referred in the sense of article 34, § 1, occur or appear after the approval of the prospectus, the issuer, the offeror or the person asking for admission to trading has the obligation to publish a supplement to the prospectus. This supplement is approved within a maximum period of seven working days, in the same way as the initial prospectus.
§ 3. The procedure in the § 1 is applied to any supplement prospectus established subsequent to the notification referred to the § 1.
Section 2. -Prospectus approved by the competent authority of another EEA Member State European sub-section 1. -Scope art. 37 § 1. This section applies to public offerings of securities for a total amount greater than or equal to 2,500,000 euros made in whole or part on Belgian territory and the admission of securities to trading on a Belgian regulated market, where the publication of a prospectus is required under Chapter I and that the Belgium is not the Member State of origin.
§ 2. This section also applies to bids referred to the § 1 whose total amount is less than 2,500,000 euros, when the issuer or the offeror, as the case may be, has decided to approve a prospectus in accordance with the national provisions adopted in implementation of Directive 2003/71/EC and the provisions of the Regulation 809/2004, by the competent authority of the Member State of origin and the in order to benefit from the community scope of approval of the prospectus.
Sub-section 2. -Scope in Belgium for the approval of a prospectus by the competent authority of another State member s. 38 § 1. Without prejudice to section 3 of this chapter, when a prospectus must be published under Chapter I of this title in a transaction referred to in this section, this publication can take place without the prospectus has been approved in advance by the CBFA and without addition of supplementary information, under the following conditions: 1 ° the prospectus approved by the competent authority of another Member State of the EEA European in accordance with the national provisions adopted in implementation of Directive 2003/71/EC;
(2) the prospectus is still valid within the meaning of section 35;
3 ° the prospectus is established either in Dutch or French language or in a language customary in the sphere of finance international and accepted by the CBFA, at the option of the issuer, the offeror or the person asking for admission to trading. Where the prospectus relates to a public offering takes place in whole or part on Belgian territory, the abstract must be established or translated into French and Dutch. By way of derogation from this rule, if communications to advertisements and other documents and notices pertaining to the operation referred to in Title VI are released in a single national language, the summary can be established or translated in this language only. The translation of the summary is produced under the responsibility of the issuer, the offeror, the person asking for admission to trading or the person responsible for drafting the prospectus;
4 ° the CBFA received notification of a dossier including: (i) a certificate of approval of the prospectus prepared by the authority which has approved such prospectus, (ii) a copy of the prospectus, and (iii) where applicable, the translation of the summary of the prospectus.
§ 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 CBFA may draw 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.
§3.
If the final price of offer and the number of securities offered or the final offer, as the case may be, terms are not included in the prospectus or base, or in a supplement prospectus, this information is published pursuant to article 21, §§ 2 and 3.
Sub-section 3. -Measures conservatories s. 39. when the CBFA 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.
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 CBFA may, after informing the competent authority to approve the prospectus, take all measures which are necessary to protect investors. The CBFA informed the European Commission of such measures as soon as possible.
Section 3. -Delegation of the approval of a prospectus CBFA sub-section 1.
-Scope art. 40. This section applies to public offers and admissions to trading on a regulated market of securities when the publication of a prospectus is required under Chapter I or of the national provisions of the Member State in which the offer or the admission takes place and the Belgium is not the Member State of origin.
Sub-section 2. -Delegation of the approval of the prospectus CBFA s. 41 § 1.
In a transaction referred to in this section, the CBFA may accept to delegate the approval of the prospectus by the competent authority of the Member State of origin.
The CBFA shall notify its agreement the authority of the Member State of origin as well as to the issuer, the offeror or the person asking for admission to trading, with an invitation to submit a file in accordance with article 32, § 1.
§ 2. Articles 24 to 30 apply with regard to the content and the form of the prospectus.
§ 3. For the purposes of review and approval of the prospectus by the CBFA, the prospectus is prepared either in Dutch or French language or in a language customary in the sphere of international and accepted by the CBFA, the choice of the issuer, offeror or person asking for the admission to trading.
§ 4. The procedure of approval referred to in article 32 shall apply.
§ 5. Articles 34 to 36 are applicable with regard to supplement to the prospectus, the period of validity of the prospectus and the community scope of approval.
§ 6. The prospectus approved by the BFIC on delegation can be used to satisfy the requirement laid down in article 20 to the following conditions: 1 ° the prospectus is still valid within the meaning of section 35;
2 ° where the prospectus relates to a public offering takes place in whole or part on Belgian territory, the summary of the prospectus is established or translated into French and Dutch. By way of derogation from this rule, if communications to advertisements and other documents and notices pertaining to the operation referred to in Title VI are broadcast in one national language, the summary can be established or translated in this language only. The translation of the summary is produced under the responsibility of the issuer or the person responsible for drafting the prospectus.
CHAPTER III. -Prospectus for operations not harmonised by Directive 2003/71/EC Section 1st. -Scope art.
42. This chapter applies: 1 ° to the public offers of investment instruments other than transferable securities, which are held on Belgian territory;
2 ° to public offers of securities for a total amount less than 2,500,000 euros that take place in whole or part on Belgian territory, and 3 ° to the admissions to trading of investment instruments other than the securities on a Belgian regulated market;
insofar as these operations require the publication of a prospectus under Chapter I.
Section 2. -Approval of the prospectus article 43. the prospectus relating to an operation referred to in this chapter may be published only after its approval by the CBFA.
This approval has no appreciation of the opportunity and the quality of operation, or the situation of one who realizes the.
Section

3. - content of the prospectus article 44 § 1. Without prejudice to article 46, 4 °, the prospectus contains all the information which, taking into account the special nature of the issuer and investment offered to the public or for the negotiation, instruments are information needed to enable investors to assess informed heritage, financial position, results and prospects of the issuer and the guarantor, if any , as well as the rights attached to these investment instruments.
This information is presented in a form easy to analyze and understand.
§ 2. The prospectus includes a summary outlining briefly and in a non-technical language the main characteristics of the issuer, guarantor, if any and of investment instruments and the main risks presented by them.
The summary also contains a warning stating: a) should be read as an introduction to the prospectus, 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 single summary or its translation except misleading content inaccurate or inconsistent with other parts of the prospectus.
S. 45. the prospectus shall contain the indication that it was approved by the CBFA in accordance with article 43.
Except the indication referred to in paragraph 1, no mention of the intervention of the CBFA may be made in the prospectus and any supplements.
S. 46. the King may, by order made on the advice of the CBFA: 1 ° determine the minimum content of the prospectus and any supplements, working, where appropriate, a distinction according to the type of operation, instrument placement, transmitter or market;
2 ° if it makes use of the authorisation referred to in article 15, § 2, develop a specific regime for listing particulars for the admission of investment instruments to trading on some Belgian markets available to the public who are not regulated markets or compartments of such markets, these investment instruments, markets or market compartments being determined by him;
3 ° is it makes use of empowerment, referred to in article 15, § 3, develop a specific regime for listing particulars for the admission of investment instruments to trading on some foreign markets available to the public who are not regulated markets or compartments of such markets, these investment instruments, markets or market compartments being determined by him;
4 ° enable the CBFA to grant, in special cases, and through advertising adequate, regular and non-nominal followed policy, derogations from the taken orders under 1 °, 2 ° and 3 °.
S. 47 when the issuer or the offeror, as the case may be, is not the possibility of including in the prospectus the final price of the offer and the final number of instruments of investment are offered to the public, the prospectus shall indicate:-the criteria or conditions on the basis of which these elements will be determined, or - the maximum price of the offer.
If the prospectus does not mention the maximum price of the offer, the acceptance of the purchase or subscription of investment instruments may be revoked for at least the two working days following the publication of the final price of the offer and the final number of investment instruments that will be offered to the public.
The final price of the offer and the number of available investment instruments are deposited with the CBFA and published in accordance with article 21, §§ 2, 3 and 5.
Section 4. -Form of the prospectus article
48 § 1. Without prejudice to article 49, the issuer, the offeror or the person asking for admission to trading may draw up the prospectus as a single document or separate documents.
A prospectus composed of separate documents divided the information required to: 1 ° a registration document, containing information about the issuer, 2 ° a note on investment instruments, containing information on the investment instruments offered to the public or available to trading on a regulated market, and 3 ° a summary.
§ 2. The registration document referred to the § 1 may be approved by the CBFA outside the framework of the approval of a prospectus, in the context of its use for future public offerings or admission to trading.
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3. The issuer which already has a registration document approved by the CBFA is required to establish only a footnote to the investment instruments and a summary, in the event of supply instruments of investment to the public or admission of these investment instruments to trading on a regulated market. In this case, only the note and summary are subject to the approval of the CBFA.
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 document for registration or any supplement prepared in accordance with article 53, the note relating to investment instruments provides information that should normally be included in the registration document.
§ 4. When the registration document was not yet the subject of approval, all the documents is subject to the approval of the CBFA.
S. 49 § 1. As part of a program to offer, the prospectus can, at the choice of the issuer, offeror or person asking for admission to trading, con-sister in a base prospectus containing all relevant information on the issuer and investment instruments offered to the public or for the negotiation.
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2. If the final terms of the offer are not included in the base prospectus or a supplement, they are published under article 21, §§ 2, 3 and 5 and filed with the CBFA, and this at the earliest opportunity, if possible before the launch of the offer. 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. 50 § 1. The CBFA may accept that information be included in the prospectus by reference to one or more previously or simultaneously published and approved by the competent authority of the Member State of origin or by the CBFA in the context of this chapter, or documents filed in accordance with Directive 2003/71 / EC, and in particular under article 10 or of titles IV and V of Directive 2001/34 / EC. This information is the most recent of which the hand transmitter has.
The summary may include information by reference.
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2. When information is incorporated by reference, a table of correspondences must be provided in the prospectus, to enable investors to easily identify specific items of information.
Section 5. -System language arts. 51. the prospectus shall be drawn up in french, Dutch or in a language customary in the sphere of finance international and accepted by the CBFA.
Where the prospectus relates to public offers of investment instruments, the summary is established or translated into French and Dutch. This translation is performed under the responsibility of the issuer, offeror or person responsible for drafting the prospectus. By way of derogation from this rule, if communications to advertisements and other documents and notices pertaining to the operation referred to in Title VI are released in a single national language, the summary can be established or translated in this language only.
Section 6. -Procedure of approval of the prospectus and prospectus Art. dispensations 52 § 1. The issuer, the offeror or the person asking for admission to trading, as the case may be, shall notify the CBFA of its intention to carry out an operation referred to in this chapter.
The opinion referred to in paragraph 1 is attached a file comprising: 1 ° the draft prospectus prepared pursuant to this chapter or the application of partial or complete exemption from the obligation to publish a prospectus;
2 ° where appropriate, the conditions for the underwriting of the publicly offered investment instruments as well as the composition, rights and obligations of any Union formed placement for this offer or guarantee;
3 ° any conventions of blocking on the investment instruments offered publicly or the admission to trading is sought;
4 ° any special reports prescribed under the law of corporations that are related to the transaction;
5 ° any reports of experts to which the prospectus relates;
6 ° any other relevant document for the review of the prospectus or the request for exemption.
Regardless of the record referred to in paragraph 2, the analyst reports established under operation by members of the Union to guarantee and placement as well as the material communicated to analysts by the issuer, the offeror or the person asking for admission to trading for the preparation of these reports must be submitted to the CBFA as soon as possible.
§ 2. If the CBFA believes, on reasonable grounds, that the documents submitted are incomplete or that further information is necessary, it shall notify the issuer, the offeror or the person asking for admission to trading, as the case may be, within 10 working days from receipt of the notice to the § 1 so that it complements his file.

The CBFA may in particular require the issuer, offeror or person asking for the admission to trading to include in the prospectus supplementary information if the protection of investors so requires.
§ 3. Within 10 working days from the date of the submission of the complete dossier, the CBFA shall notify the issuer, the offeror or the person asking for admission to trading, as the case may be, and companies to market possibly concerned, its decision to approve the prospectus, or to grant a partial exemption from the obligation to publish a prospectus, if applicable to grant a waiver of the requirement to publish a prospectus , or to refuse to approve the prospectus.
§ 4. Where the CBFA has taken any of the decisions referred to in § 3, persons who have given notice to the § 1 may, by registered mail with acknowledgement of receipt, or post set the CBFA in house to do so. This formal notice cannot take place only after the expiry of a period of 10 working days from the date of the response to the last request made by the CBFA pursuant to § 2 or, in the absence of such a request, as soon as possible on the expiry of a period of 10 days from the date of the notice to the § 1. If, on the expiry of a period of 10 working days from the date of notification referred to in this paragraph, the BFIC remains in default, to decide, that the record is incomplete, citing missing items, or to take one of the decisions referred to in § 3, the approval of the prospectus or waiver of the obligation to publish a prospectus is deemed to be rejected.
§ 5. The period of 10 working days referred to in § 2 is worn to 20 working days if, during the ten years preceding, the CBFA has not approved registration document or prospectus relating to public offers of investment of the same instruments issuer or to an admission to trading on a regulated market instruments of investment of this transmitter.
§ 6. Only persons who have given notice to the § 1 may appeal, in accordance with article 121 of the law of 2 August 2002, against a refusal by the CBFA to approve the prospectus or to grant a total or partial exemption from the obligation to publish a prospectus or against the decision referred to in § 4 stating that the record is incomplete.
The approval of the prospectus by the CBFA decision is not appealable.
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7. The final version of the approved prospectus shall be submitted to the CBFA prior to its publication.
Section 7. -Supplement to the prospectus article 53 § 1. Any significant new fact or any error or substantial inaccuracy regarding the information contained in the prospectus, which is likely to influence the assessment of the investment instruments and occurs or is found between the approval of the prospectus and the final closing of the offer or, if applicable, the beginning of trading on the relevant market, is mentioned in a supplement to the prospectus.
§
2. The supplement is approved within maximum of seven working days, in the same way and published at least in the same manner as the initial prospectus. The summary, and any possible translation, also gives place to a supplement if necessary to take account of the new information contained in the supplement to the prospectus.
§ 3. Investors who have already agreed to purchase any investment instruments or subscribe before the supplement is published shall be entitled to revoke their acceptance, for at least two working days after the publication of the supplement. This possibility of revocation must be brought to the attention of the investors at the time of the publication of the supplement. This possibility of revocation is not applicable in the case of a continuous offer of investment instruments.
Section 8. -Period of validity of the prospectus article 54 § 1. A prospectus remains valid 12 months after its publication for any other bids or other admissions to trading that it is updated by the elements required under article 53 referred to in this chapter, provided.
§ 2. In the case of an offering programme, a base prospectus remains valid for 12 months after its publication, provided that it is supplemented by updated information on the issuer and investment instruments to be offered to the public or for the negotiation, in accordance with article 53.
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3. A registration within the meaning of article 48, previously approved document remains valid for 12 months after its approval, provided that it is updated in accordance with articles 48, § 3, or 53.
Title V. - Intermediation chapter I. -Scope art. 55. this title applies to any public offering of investment instruments made on the Belgian territory, excluding the public offers of investment instruments issued by undertakings for collective investment.
CHAPTER II. -Intermediation s. monopoly 56. only persons or following institutions can practice the intermediation in the context of the public offers of investment instruments referred to in this title: has) the European Central Bank, the National Bank of Belgium and the other central banks of the Member States of the European economic area;
b) credit institutions included in the list referred to in article 13 of the law of 22 March 1993 on the status and control of credit institutions, with the exception of the communal savings banks;
(c) branches established in Belgium of credit institutions governed by the law of another EEA Member State European, registered in accordance with article 65 of the law of 22 March 1993;
d) not established in Belgium credit institutions governed by the law of another State member of the European economic area which carry out activities in Belgium in accordance with article 66 of the law of 22 March 1993;
(e) the scholarship society referred to in book II, title II, of the Act of 6 April 1995 on the status of investment firms and their control, investment advisors and intermediaries;
(f) the placing of orders in financial instruments companies referred to in book II, title II, of the Act of 6 April 1995;
(g) investment firms governed by the law of another Member State of the European economic area and operating in Belgium under book II, title III, of the law of 6 April 1995;
(h) branches established in Belgium of investment firms covered by the right of countries not members of the European economic area and operating in Belgium in accordance with Book II, title IV, of the law of 6 April 1995;
i) investment firms governed by the law of countries not members of the European economic area and operating in Belgium by way of provision of services, provided that the intermediation complies with the status to which they are subject under the taken orders in pursuance of book II, title IV, of the law of 6 April 1995.
Paragraph 1 does not prejudice the possibility for the offeror or issuer collect acceptances of its offer, or entrust this task to a business that is related in the case where the offer is aimed at members of an affiliated undertaking staff.
TITLE VI. -Communications in advertisements and other documents and notices pertaining to the operation chapter I. -Scope art.
57 § 1. This title shall apply: 1 ° public offers of investment instruments that take place on Belgian territory and the admission of investment instruments to trading on a Belgian regulated market;
2 ° public securities offerings and admissions to trading of securities on the regulated markets when these offers or admissions take place in another State member of the European economic area and that they have been the subject of a prospectus approved by the CBFA in accordance with section 1 of chapter II of title IV.
§ 2. By way of derogation to the § 1, 1 °, article 60 does not apply to public offerings taking place on Belgian territory and admissions to trading on a Belgian regulated market that requires not the publication of a prospectus under Chapter I of title IV.
By way of derogation to the § 1 this title, with the exception of article 59, does not apply to public offers and admissions to trading of investment instruments issued by undertakings for collective investment.
CHAPTER II. -Content of the advertisements and other documents and notices pertaining to the operation s. 58 § 1.
Communications in advertisements and other documents and notices pertaining to a public offer or admission to trading referred to in this title which are disseminated at the initiative of the issuer, the offeror, the person asking for admission to trading or intermediaries designated by them, must meet the following requirements: 1 ° if applicable, they announce that a prospectus has been is or will be published and indicate where investors will be available;
2 ° the information they contain can be misleading or inaccurate;
3 ° the information they contain are consistent with the information contained in the prospectus if it has already been published or to be included if it is subsequently issued.
§ 2. Communications advertisements must be clearly recognizable as such.
§
3. Without prejudice of § 1, any information with respect to the offer to the public

or the admission to trading on a regulated market, regardless of its mode of dissemination, even if not for advertising purposes, must always be consistent with the information contained in the prospectus.
§ 4. Without prejudice to §§ 1, 2 and 3, the King may provide any other requirements applicable to communications, other documents and notices referred to the § 1 relating to public offers and admissions to trading on Belgian territory, distinguishing where appropriate according to the type of relevant investment instruments.

S. 59. important information provided, directly or indirectly, by the offeror or issuer and addressed to qualified investors or special categories of investors, including meetings relating to offers of investment instruments and communicated to financial analysts, are communicated to all investors to whom the offer is aimed.
Where a prospectus must be published in accordance with Chapter I of title IV or the national legislation of the European economic area Member State in which the public offering takes place or the admission to trading is sought, this information is contained in the prospectus or a supplement to the prospectus.
CHAPTER III. -Control by the CBFA art. 60 § 1. Communications in advertisements and other documents and notice relating to a public offer or admission to trading referred to in the present title, which are broadcast on the initiative of the issuer, the offeror, the person asking for admission to trading or intermediaries designated by them, cannot be made public only after having been approved by the CBFA taking into account the requirements laid down in articles 58 and 59, as well as the taken orders in pursuance of article 58.
§ 2. The CBFA is pronounced within 5 working days from the date of the receipt of communications to advertisements, other documents and notices referred to the § 1.
§
3. A translation of communications advertisements and other documents and notices referred to the § 1, in french, Dutch or in a language customary in the sphere of finance international and accepted by the CBFA must, where appropriate, be transmitted to the CBFA for the consideration at the same time as the original version.
§ 4. Only the offeror, issuer, the person asking for admission to trading, according to the case and/or intermediaries designated by them may bring an action in accordance with article 121 of the law of 2 August 2002, against a refusal by the CBFA to approve communications promotional nature, other documents and notices. The decision to approve is not subject to appeal.
§ 5. No mention of the intervention of the CBFA or any other competent authority of a European economic area Member State cannot be made in communications in advertisements and in other documents and notices referred to the § 1, except the reference to the approval of the prospectus.
TITLE VII. -Liability article 61 § 1. When the prospectus is subject to the approval of the CBFA, makes it clear who is responsible for the entirety of the prospectus and any supplements. The people responsible are identified by their name and function, or, in the case of legal persons, by their name and registered office.
Only the issuer and its of Directors, management or supervisory bodies, the offeror, the person asking for admission to trading and the guarantor may assume responsibility for completeness of the prospectus and any supplements.
The prospectus contains a declaration by the persons responsible for certifying that, to their knowledge, the data of the prospectus conform to reality and contains no omission likely to affect its import. Without prejudice to paragraph 1, the prospectus may indicate the persons responsible for a part of the prospectus and any supplements.
§
2. Notwithstanding any contrary provision against the investor, the nominees in accordance with the § 1, paragraph 1, are held jointly and severally liable towards stakeholders, compensation for the damage caused by its misleading or inaccurate information contained in the prospectus and any supplements or by the absence in the prospectus and any supplements to the information prescribed by this Act, by the Regulation 809/2004 or by the orders made pursuant to this Act.
The injury suffered by the investor is presumed to result, unless proved otherwise, the absence or the misleading or inaccurate nature of the information in the prospectus and any supplements, when this lack or misleading or incorrect character was likely to create a positive feeling in the market or to positively impact the price of acquisition of the investment instruments.
§ 3. No responsibility can be attributed to anyone on the basis of the only summary of the prospectus or translation, unless it contains information that are misleading, inaccurate or inconsistent with other parts of the prospectus.
§ 4.
Notwithstanding any contrary provision against the investor, the issuer, the offeror or the person asking for admission to trading, which they have designated intermediaries have the repair of the damage caused by any communication promotional or other document or notice relating to the operation, published at their initiative, that contains misleading, inaccurate or contradictory information from the prospectus or by non-compliance of these communications other document or notice with the provisions of article 58 or taken under this article.
The injury suffered by the investor is presumed result, unless evidence to the contrary, the character misleading, inaccurate or inconsistent over the prospectus of information contained in any communication for promotional or other document or notice relating to the operation or non-compliance of such information with the provisions of article 58 or taken under this article when this deceptiveness inaccurate or inconsistent or non-compliance was likely to create a positive feeling in the market or to positively impact the price of acquisition of the investment instruments.
TITLE VIII. -Chapter I: operation result. -Scope art.
62. this title applies to any public offering of investment instruments carried out on Belgian territory which requires the publication of a prospectus under Chapter I of title IV.
CHAPTER II. -Communication of the result of the operation s. 63. those who have carried out a public offer referred to in this title provide the CBFA all relevant information on the result of this operation.
When the operation relates to equity securities, they make public this result according to the rules laid down by the CBFA.
TITLE IX. -Public communications outside the framework of a public offer art. 64 is forbidden any communication carried out on Belgian territory, to the attention of more of 100 natural or legal persons other than qualified investors, to provide information or advice or to generate requests for information or advice on investment created or not yet created instruments that are or will be the object of an offer for sale or subscription (((, when this communication comes from one who is able to issue or sell the investment instruments concerned or is made on its behalf, unless:-the offer falls into one of the categories referred to in article 3, § 2, c), d) or (e)), or - investment instruments may be subject to a public offer on Belgian territory without that the publication of a prospectus is required under Chapter I of title IV , or -the competent authority for the approval of the public offer prospectuses has previously received a request for approval or exemption from prospectus and is not yet pronounce itself on the said approval or request exemption and, where the public offer relates to instruments issued by a collective investment undertaking, the CBFA has previously received an application for registration in accordance with article 28 of the law of 20 July 2004 or article 127 of this law as the case may be, or - a public-offer prospectus has been duly approved by the CBFA or by the competent authority of another European economic area Member State and the conditions laid down in article 38 are met and where the public offer relates to instruments issued by an undertaking for collective investment, the body in question and, where appropriate, the relevant sub-fund are enrolled in the list referred to in article 31 of the law of 20 July 2004 or to section 129 of this Act, as the case may be.
Is presumed to act on behalf of the person who is able to issue or sell investment instruments, anyone who receives directly or indirectly, remuneration or benefit of that person on the occasion of this operation.
TITLE x. - Annual Information, chapter I. -Scope art. 65 § 1. This title shall apply:-issuers having their registered office in Belgium and issuers having their registered office in a country not member of the EEA European which the Belgium is the Member State of origin, including securities of type A are admitted to trading on a regulated market, and - to issuers whose securities of type B are admitted

to trading on a market regulated and who have sought approval of a prospectus by the CBFA pursuant to title IV.
§ 2. By way of derogation to the § 1, this title does not apply to issuers whose only securities other than equity value nominal unit of at least EUR 50,000 are admitted to trading on a regulated market or which have only sought approval by the CBFA one or more prospectus for admission of securities, capital of a denomination per unit of at least EUR 50 000.
CHAPTER II. -Obligation to provide information art.
66 § 1. Issuers covered by this title provide, at least once per year, a document that contains or refers to all information that they have published or made public in the last 12 months in one or more Member States of the European economic area and in third countries to meet their obligations under Community and national legislative provisions relating to securities regulations law of corporations, issuers of securities and securities markets.
§
2. When the document refers to information, it specifies where such information can be obtained.
§
3. The document includes a statement indicating that some information may, where appropriate, be obsolete.
§ 4. The document is filed with the CBFA and made available to the public by one of the planned means in article 21 no later than 20 working days after the publication of financial statements annual.
TITLE XI. -Powers of the CBFA art. 67 § 1.
Without prejudice to the powers referred to in articles 32, § 2, 39, paragraph 2, and 52, § 2, the CBFA is empowered: has) to require of the issuer, the offeror or the person asking for admission to trading and the persons that control them or are controlled by them to provide information and documents;
(b) to require auditors and managers of the issuer, offeror or person seeking admission to trading, as well as financial intermediaries involved in the context of the public offer or the admission to trading, to provide information;
(c) to instruct the buyer, the issuer or the person asking for admission to trading to take certain measures if it considers that a public offer or admission risks being or is done in a manner that may mislead the public about the heritage, financial situation, results or the perspective of the supplier and/or the transmitter or on the rights attaching to the investment instruments that are the subject of the offer or admission;
((d) to suspend a public offer or admission to trading as long as the measures referred to in c) have not been taken;
(e) to suspend a public offer or admission to trading for ten consecutive working days on most, whenever it has reasonable grounds to believe that there was a violation of the Act and its measures implementation as well as the Regulation 809/2004);
f) prohibit a public offer if it finds or has reasonable grounds to suspect that there was a violation of the provisions of this Act and its implementation as well as Regulation No. 809/2004;
(g) to require the company to market concerned to suspend trading for ten consecutive working days on most, whenever it has reasonable grounds to believe that it is violation of this Act and its enforcement and regulation measures no. 809/2004;
h) to prohibit admission to negotiation or negotiation, if it finds that there was a violation of the provisions of this Act and its implementation, as well as the Regulation 809/2004;
(i) to suspend for 10 consecutive working days on most dissemination of communications in advertisements and other documents and notices referred to in article 58 whenever it has reasonable grounds to believe that there has been a violation of this Act;
j) to prohibit or order the withdrawal of the dissemination of communications to advertisements and other documents and notices referred to in article 58, whenever it has reasonable grounds to believe that there has been a violation of this Act;
(k) to order the issuer, the offeror or the person applying for the admission to trading to broadcast a correction of communications promotional nature, other documents or notice broadcast in contravention of this Act;
l) to appropriate itself carry out dissemination of the rectification ordered in accordance with the k) if thereof was not made upon expiry of the deadline;
(m) to make public any decision taken in accordance with the c) k), unless the advertising could seriously disrupt financial markets or would harm disproportionate to the parties in question;
(n) to make public the fact that transmitter is not complied with its obligations unless the advertising could seriously disrupt the financial markets or cause harm disproportionate to the parties in question;
(o) to perform inspections and expertise on the spot, to take knowledge and copy on place of any document, file and record and to have access to any computer system, in order to ensure compliance with the provisions of this Act and its implementation, as well as the Regulation 809/2004, being understood that these investigative powers extend to private dwellings.
§ 2. The decisions referred to the § 1 shall be notified by registered letter at the post office or with acknowledgement of receipt, to the issuer, the offeror or the person asking for admission to trading, as the case may be, and market undertakings concerned.
§ 3. In the cases referred to the § 1, e), g) and i), the CBFA may renew the suspension measure or the stay application addressed to the market operator, each time for a period of ten working days at most.
§ 4.
A any person who, on expiry of the period laid down by the CBFA, remains in default to comply with an injunction which was addressed to him by virtue of § 1, the CBFA may impose a penalty that cannot be a day calendar, superior to 50,000 euros, or for breach of an injunction, higher than 2 500 000 euro.
§ 5. The publicity measures referred to the § 1 shall be made, as appropriate, at the expense of the issuer, the offeror, the person asking for admission to trading or intermediaries designated by them.
TITLE XII. -Cooperation between authorities art. 68. the CBFA shall cooperate as necessary with the competent authorities of the other Member States of the European economic area. The CBFA including exchanges information and cooperates: 1 ° with the competent authority of another European economic area Member State which receives a dossier in accordance with article 36, for the publication, in that other Member State, a prospectus approved by the CBFA;
2 ° with the competent authority of another Member State of the European economic area which has approved a prospectus published in Belgium is envisaged in accordance with article 38;
3 ° in case of request of suspension or prohibition of trading in securities traded in various Member States of the European economic area in order to obtain equal conditions of competition between trading venues and to ensure the protection of investors;
4 ° in case of delegation, by the CBFA for the approval of a prospectus to the competent authority of another Member State of the European economic area under article 33;
5 ° where the competent authority of another European economic area Member State has delegated to the CBFA approval of a prospectus in accordance with section 3 of chapter II of title IV.
In the cases referred to in paragraphs 1 ° and 2 °, the CBFA and the competent authorities of the other Member States of the European economic area concerned cooperate from the stage of review of the file, in particular as regards new or rare securities forms and promotional communications and, if necessary, shall exchange information on any element specific to the market concerned.
TITLE XIII. -Penal and administrative fines s. 69 shall be punished by imprisonment of one month to one year and a fine of 75 to 15,000 euros, or one of those penalties only: 1 ° those who impede the checks to which they are required to submit under this Act, that refuse or fail to give information or documents which they are required to provide under this Act, or who knowingly give any information or document inaccurate or incomplete;
2 ° those who contravene sections 20, 23, 38, 43, 56, 59, 60 or 63;
3 ° those who ignore a suspension or a ban issued under section 67 or denial of approval of the prospectus;
4 ° those who publish knowingly in Belgium a prospectus or a supplement that contains inaccurate or incomplete information that may mislead the public as to the heritage, the financial situation, results or prospects offeror, issuer, or the person asking for admission to trading or the rights attached to the investment instruments that are the subject of the offer or the admission to trading is sought;
5 ° those who publish knowingly in Belgium of promotional communications that contain misleading or inaccurate information that can induce

the public on heritage, the financial situation, results or prospects offeror, issuer, or the person asking for admission to trading or the rights attached to investment instruments that are the subject of the offer or the admission to trading is sought;
6 ° those who make public in Belgium a prospectus or a supplement, citing approval of the CBFA and the competent authority of another State member of the European economic area while it has not been given;
7 ° those who knowingly make public in Belgium a prospectus or a supplement, different from that which has been approved by the CBFA or by the competent authority of another Member State of the European economic area;
8 ° those who knowingly make public in Belgium of communications to different promotional nature of those that have been approved by the CBFA pursuant to article 60;
9 ° those who knowingly ignore the prohibition referred to in article 64.
S. 70. the provisions of book 1 of the penal Code, without exception of Chapter VII and article 85, shall apply to the offences punishable under this Act.
S. 71. without prejudice to other measures taken in pursuance of this Act, the CBFA may, where it finds a breach of the provisions of this Act, its enforcement orders or Regulation No. 809 / 2004, administrative fine to the person in charge, and which cannot be less than 2,500 euros or more, for the same offence or the same set of facts , to 2,500,000 euros.
S. 72. the penalties and fines imposed pursuant to articles 67, § 4, or 71 shall be recovered for the benefit of the Treasury by the administration of the Cadastre, registration and domains.
TITLE XIV. -Miscellaneous, amending and repealing provisions chapter I. -Free functions of investment art instruments 73. § 1. When there is a communication on Belgian territory for a free allocation of investment instruments, by the issuer or the person who is able to assign investment instruments, in any form and by any means whatsoever, and that this communication presents sufficient information on the conditions of attribution and of investment instruments to assign (, a document containing information on the number and the nature of such instruments, as well as on the reasons for and details of their allocation must be made available to the beneficiaries, except in the following cases: a) the allocation relates only to investors qualified;
(b) the assignment is made less than 100 natural or legal persons other than qualified investors;
(c) the award deals with investment instruments whose denomination per unit amounts at least to 50,000 euros.
§ 2. The information to be put at the disposal of the beneficiaries by virtue of § 1 shall be drafted in a national at least language or in a language customary in the sphere of finance international and accepted by the CBFA.

CHAPTER II. -Amendments of Act of 22 March 1993 on the status and control of Art. credit institutions 74. article 4, paragraph 2, 5 °, of the law of 22 March 1993 on the status and control of credit institutions is replaced by the following provision: «5 ° to individuals, businesses and institutions who offers for sale or subscription of investment whereby the repayable funds instruments are harvested in accordance with the provisions of the Act, the public offers of investment instruments and admission of investment instruments to the. trading on a regulated market. » Art. 75A article 6, § 1, paragraph 2, 2 °, of the Act, the words "public offerings of title and values within the meaning of title II of the royal decree No. 185, July 9, 1935» are replaced by the words 'public offers of instruments of placement or admission of investment instruments to trading on a regulated market within the meaning of the Act, the public offers of investment instruments and admission of investment to trading instruments. ' on a regulated market.
S.
76 article 32, § 3, paragraph 2, of the Act, the words "in one or more associations in participation constituted for the public issue of securities within the meaning of article 26 of the Decree royal n ° 185, July 9, 1935" are replaced by the words "in one or more internal companies incorporated for the offer for sale or subscription of investment instruments.
CHAPTER III. -Amendments to the law of 2 August 2002 s. 77 § 1.
Article 7, § 2 of the law of 2 August 2002, the words "of the law of 22 April 2003 on public offers of securities" are replaced by the words "Act of..." relating to public offers of investment instruments and admission of investment instruments to trading on a regulated market.
S. 78 § 2. Article 15 of the same Act is supplemented by the following paragraphs: «the King, on the advice of the CBFA, may extend the application of sections 3 to 14 and 16 to 20, totally or partially, to markets and systems referred to in paragraph 1.
He may declare certain provisions of orders made pursuant to the aforementioned articles applicable to these markets and systems.
The King, on the advice of the CBFA, may extend the application of articles 1-14A and 18A Act of 2 March 1989 advertising of major holdings in companies listed on the stock exchange and regulating takeover bids, totally, partially or in an adapted form, markets and systems referred to in paragraph 1.
He may declare certain provisions of orders made pursuant to the aforementioned articles of the law of 2 March 1989 applicable to these markets and systems.
In the exercise of the authority granted by the present article, the King may, where appropriate, adopt rules for certain types of markets or to individual markets designated by him. ' CHAPTER IV. -Amendments of Act of 22 April 2003 on public offers of securities article 79 Act of 22 April 2003 on public offers of securities is maintained only insofar as it relates to the takeover bids. The date of entry into force of this Act, the law of 22 April 2003 no longer applies: 1 ° bids for sale or subscription of securities, 2 ° to the admission to trading of securities on a Belgian regulated market which is accessible to the public, 3 ° to the public proposals to offer information or advice or to elicit information or advice regarding securities established or not yet created that are or will be the object
offers public or not.
Chapter V. - Amendments to the law of 20 July 2004, s.
80. section 3 of the Act of 20 July 2004, the following changes are made: has) 1 is replaced by the following provision: "1 ° 'by public offer" (: has) (as regards collective investment undertakings referred to in article 4, 1 °, a)(, et 2°, qui recueillent leurs moyens financiers en Belgique: i) any communication made in any form and by any means whatsoever. , to persons with sufficient conditions information of supply and on tracks to deliver to an investor in a position to decide to purchase or subscribe securities, and which is made by the mutual fund, by the person who is able to give securities or on their behalf.
Is presumed to act on behalf of the mutual fund or the person who is able to give the titles, any person who receives directly or indirectly, remuneration or benefit on the occasion of the offer.
II) admission to trading on a regulated market that is accessible to the public;
(b) in regards collective investment undertakings referred to in article 4, 1 °), which collect their funds abroad, any transaction, foreign securities of such a body for collective investment where this operation is subject, in the country concerned, special rules for the protection of public savings, such as, inter alia, an obligation of prospectus or other obligation of similar information; »;
(b) in 2 °, the words 'in article 3, 1 °, b),' shall be replaced by the words "(article 3, 1 °, a)(, ii) ';
(c) 14 ° is replaced by the following provision: "14 by 'marketing of undertakings for collective investment securities' (: public offer within the meaning of article 3, 1 °, a)(, i), behalf of a place - ment collective, including reception and transmission of orders securities said mutual fund. '' Is presumed to act on behalf of the collective investment undertaking, any person who receives, directly or indirectly the mutual fund, compensation or benefit on the occasion of the offer public or reception and transmission of orders of the said securities mutual fund; »;
(d) article is supplemented by a 30 °, as follows: "30 °"intermediation"(: any intervention, even as temporary or incidental activity, and in any capacity whatsoever, with respect to investors in a takeover of collective investment securities placement, referred to in article 3, 1 ° is)(, i), for account of offeror or the undertaking for collective investment. against remuneration or benefit

«of any kind granted directly or indirectly by the applicant or by the collective investment undertaking»;
(e) article is supplemented by a 31 °, as follows: "31 ° by" Act of ": Act of.» relating to public offers of investment instruments and admission of investment instruments to trading on regulated markets.
S.
81. article 5 of the Act is replaced by the following provision: «art.» 5 - § 1. (For the purposes of article 3, 1 °, a), i), the following offers of securities of investment funds are not of a public nature: 1 ° securities offerings addressed only to investors institutional or professional;
2 ° offers addressed securities less than 100 natural or legal persons other than investors institutional or professional;
3 ° offers of securities, other than shares in undertakings for collective investment to variable number of shares, which require a consideration of at least 50,000 euros by investor and class of securities;
4 ° offers of units of collective investment undertakings to variable number of shares, which require a consideration of at least 250,000 euros by investor and class of securities;
5 ° offers of securities, other than shares in undertakings for collective investment in variable number of shares, whose denomination per unit amounts at least to EUR 50,000;
6 ° offers of securities for which the total amount is less than € 100,000, calculated over a period of 12 months.
(When resale of securities which were previously the subject of one or more offers referred to in paragraph 1, the definition referred to in article 3, 1 °, a), i), and the criteria referred to in paragraph 1 of this subsection shall apply to determine whether that resale is an offer.
§ 2. For the purposes of article 3, 1 °), ii), the King may define the concept of public.
§ 3. For the purposes of this Act, it has to be understood by 'institutional or professional investors': 1 ° the Governments national, regional and community;
2 ° the European Central Bank, the National Bank of Belgium and other banks national, international or supranational organizations, the Securities Regulation Fund, the protection fund for deposits and the financial instruments and the Caisse des Dépôts et Consignations;
3 ° legal, Belgian and foreign persons authorised or regulated as operators in the financial markets, which include: a) Belgian and foreign credit institutions referred to in article 1, paragraph 2, of the law of 22 March 1993;
(b) the Belgian and foreign investment companies whose usual activity is to provide professional investment services within the meaning of article 46, 1 °, of the law of 6 April 1995;
c) (i) the companies and insurance agencies referred to in article 2, §§ 1 and 3, of the Act of 9 July 1975 on the control of insurance undertakings;
(ii) foreign insurance companies which are not operating in Belgium; and (iii) the Belgian and foreign reinsurance companies;
d) Belgian and foreign pension and retirement funds and their management companies, referred to in article 2, § 3, 4 ° and 6 °, of the law of 9 July 1975 on the control of insurance undertakings, and any other foreign pension funds;
(e) Belgian and foreign collective investment bodies referred to in article 4 of this Act and any other foreign mutual fund;
f) Belgian and foreign collective investment management companies referred to in article 138 of this Act and any other foreign collective investment management company;
(g) intermediaries, Belgian and foreign investment instruments in the term, within the meaning of article 4 of the Act on raw materials,
(h) other financial institutions, Belgian and foreign, licensed or regulated;
4 ° the entities Belgian and foreign, other than those referred to in 5 ° of this paragraph, not approved or not regulated as operators on the financial markets, whose exclusive corporate purpose is the investment in investment instruments within the meaning of article 4 of the Act of...;
5 ° the companies, funds or other similar entities of foreign law whose main activity is to invest in securities of investment funds or securitisation structures, or to finance organizations of mutual funds or securitisation structures, provided that these companies, funds or other similar entities of foreign law finance themselves, to this end in Belgium exclusively with institutional investors or professionals recognized by or under this subsection, or abroad;
6 ° the capitalisation undertakings referred to in the royal decree No. 43 of 15 December 1934 on the control of companies by capitalization;
7 ° centers of coordination referred to order royal no 187 of 30 December 1982 concerning the establishment of coordination centres;
8 ° the other Belgian legal persons and foreign, those referred to in 1 ° to 7 °, of this paragraph, which, according to their last annual or consolidated account, meet at least two of the following three criteria: an average number of employees equal or higher than 250 people throughout the year, a balance sheet total exceeding EUR 43,000,000 and a net annual turnover exceeding EUR 50,000,000;
9 ° of other legal persons, companies and foreign institutions which are considered under the law which they fall or as institutional or professional investors or as qualified investors for the purposes of Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when offered to the public in transferable securities or the admission of securities to trading , and amending Directive 2001/34/EC, or which are considered as institutional or professional investors according to the practices of financial markets.
The King may extend the notion of institutional investors or professionals, for the purposes of this Act by distinguishing, where appropriate, depending on the type or category of mutual funds: 1 ° to individuals residing on Belgian territory who have expressly asked the CBFA to be considered as institutional or professional investors and which meet at least two of the following three criteria : (a) they were purchased on the market of securities operations of significant size at the rate of at least ten per quarter over the previous four quarters, (b) the value of their portfolio of securities within the meaning of article 5 of the Act of..., exceeds EUR 500 000, (c) they work or have worked in the financial sector for at least one year in a professional position requiring a knowledge of the investment in transferable securities in the sense of article 5 of the law of...;
2 ° to all or part of the legal entities having their registered office on the Belgian territory who expressly asked the CBFA to be considered as institutional or professional investors and who meet at least two of the three criteria referred to in paragraph 1, 8º, of this paragraph.
The CBFA draws up a register of the persons concerned. The King determines the procedure of registration in this register and the terms of access to this register for third parties.
§ 4. For the purposes of article 4, paragraph 1, 1 °, c), the King may define: 1 ° there are to be understood by investors.
2 ° the terms and the conditions allowing investors deprived of yield securities issued by the private mutual fund. » Art. 82. article 10, paragraph 1, of the same Act is supplemented as follows: "4 ° whose operation is subject to the principle of risk-spreading."
S. 83. article 17 of the same Act is supplemented as follows: "4 ° whose operation is subject to the principle of risk-spreading."
S. 84. section 30 of the Act, as amended by the law of 20 June 2005, the following changes are made: a) in paragraph 1, first sentence, the word "marketed" is replaced by "publicly available";
(b) the following paragraph is inserted between paragraphs 1 and 2: "the inclusion of the undertakings for collective investment to variable parts or compartments of such organizations number is maintained notwithstanding any decision of the collective investment undertaking, in accordance with this Act and the orders and regulations for its execution, to put an end to the public of its shares or the shares of its compartments offer."
S. 85. article 39, paragraph 2, 2 °, of the same Act is supplemented as follows: ' v) section 69 of the Act of... ". ».
S. 86. in article 41, § 1, 12 ° of the Act, the words "referred to in article 52 § 2, paragraph 1," shall be inserted between the words "the prospectus of the investment company" and the words "should indicate the management functions.
S. (87A article 47 of the same Act the following changes are made: a) in paragraph 1, the words "referred to in article 52" are replaced by the words "referred to in article 52 § 2, paragraph 1.";
(b) in paragraph 2, the words 'referred to in article 52', are replaced by the words "referred to in article 52, paragraph 2, paragraph 1 of the ';
(c) in paragraph 3, the words "articles 52 and 76, § 1, 1st paragraph" are replaced by the words "in articles 52, § 2, paragraph 1, and 76, § 1, paragraph 1,
S. 88. the title of part II, book II, title II, chapter

II, Section III, of the Act, is replaced by the following: "Section III - public offer prospectuses of units of collective investment undertakings to variable number of shares, other documents related to the public offering of securities of investment funds and intermediation in public offerings of securities of investment funds.
S. 89. it is inserted in part II, book II, title II, chapter II, Section III, of the Act, a first sub-section, comprising articles 52 to 62, entitled as follows: "sub-section 1 - public offer prospectuses of units of collective investment undertakings to variable number of shares and other documents relating to the offer of securities of investment funds.
S.
90. section 52 of the Act, the following changes are made: has) the § 1 is replaced by the following provision: «§ 1.»
This subsection sets: 1 ° the prospectus of public offering of units of collective investment to variable number of shares;
2 ° notices, advertisements and other documents that relate to a public offering of securities of an undertaking for collective investment, that advertise such an offer or recommend it.
§ 2. A public offer of units of a collective investment to variable number of shares cannot be performed unless a prospectus and simplified prospectus have been made public.
In the case of public offer of securities of an undertaking for collective investment, other than that referred to in paragraph 1, a prospectus is made public in the cases and in the manner prescribed by the law of... ».
(b) in paragraph 2, the current text will form the § 3, paragraph 1, the words ' tracks' are replaced by the words "shares";
c) in § 3, which the current text form § 4, the following changes are made: i) paragraph 1 is replaced by the following provision: «the information contained in the prospectus and the simplified prospectus must be kept up to date, inter alia, by any new fact that might influence the judgment of the public»;
(ii) paragraph 2 is repealed.
S. 91. A article 53, § 1, of the same law the following changes are made: has) in paragraph 1, the words 'or add-ins' are deleted;
(b) in paragraph 2, the words "in article 52 § 3,» are replaced by the words" in article 52 § 4,
S.
92. an article 53A, worded as follows, is inserted into the Act: «art.» 53A. -Is prohibited any communication carried out on Belgian territory, to the attention of over 100 natural or legal persons other than institutional or professional investors, to provide information or advice or to generate requests for information or advice relating to units of collective investment undertakings to variable number of created or not yet created shares which are or will be the object of an offer for sale or subscription as this communication comes from a mutual fund, of a person who is able to sell the securities concerned or is made on their behalf, except if: 1 ° the offer falls into one of the categories referred to in article 5, § 1, paragraph 1, 4 ° or 6 °, or;
2 ° a public offer prospectus and simplified prospectus were duly approved by the CBFA.
Is presumed to act on behalf of the mutual fund or the person who is able to assign titles, any person who receives directly or indirectly, remuneration or benefit of the mutual fund or the person who is able to sell the securities. » Art.
93. section 54 of the Act, the following changes are made: a) to the paragraph 1, the words 'the prospectus and the simplified prospectus, their updates or supplements' are replaced by the words "the prospectus, the simplified prospectus and their updates ';
(b) in paragraph 2, the words "in the prospectus, the simplified prospectus, their updates or supplements" are replaced by the words "in the prospectus, the simplified prospectus or their updates,".

S. 94. article 55 of the Act is replaced by the following provision: «§ 1.» The prospectus and the simplified prospectus clearly indicate who is responsible for the entirety of the prospectus and the simplified prospectus and their updates. The people responsible are identified by their name and function, or, in the case of legal persons, by their name and registered office.
Only the offeror, the mutual fund and the designated undertakings for collective investment management company, or their bodies, can assume responsibility for the entire of the prospectus, the simplified prospectus and their updates.
The prospectus and the simplified prospectus include a declaration by the persons responsible for certifying that, to their knowledge, the data of the prospectus and the simplified prospectus conform to reality and contains no omission likely to affect its import.
Without prejudice to paragraphs 1 and 2, the prospectus and the simplified prospectus may indicate the persons responsible for a part of the prospectus, a part of the simplified prospectus and their updates.
§ 2. Notwithstanding any unfavorable to investors, designated persons otherwise in accordance with the § 1, paragraph 1, are held jointly and severally liable towards stakeholders, the repair of the damage caused by the absence or the character misleading or inaccurate information in the prospectus, the simplified prospectus or their updates.
The injury suffered by the investor is presumed to result, unless proved otherwise, the absence or the character misleading or inaccurate information in the prospectus, the simplified prospectus or their updates, when this lack or misleading or incorrect character was likely to create a positive in the market sense or to positively influence the price of subscription or acquisition of the shares.
§ 3. Notwithstanding any otherwise unfavorable to investors, the offeror, the undertaking for collective investment, the management of investment funds designated company or intermediaries designated by them are required to repair the harm that is caused by any document referred to in article 53, § 2, and is published at their initiative, which is misleading, inaccurate or contradictory to the prospectus prospectus simplified or their updates and add-ins, as well as damage caused by non-compliance of these documents with the provisions prescribed by or under section 56.
The injury suffered by the investor is presumed to result, unless evidence to the contrary, character misleading, inaccurate or contradictory to the prospectus, simplified prospectus or to their updates and supplements, of information contained in a document referred to in article 53, paragraph 2, or non-compliance of such a document with the provisions prescribed by or under section 56, when this deceptiveness inaccurate or inconsistent or non-compliance was likely to create a positive feeling in the market or to positively influence the price of subscription or acquisition of the securities. » Art.
(95A section 56 of the Act, including the current text will form the § 1, the following changes are made: a) in the introductory sentence, 'without prejudice to paragraph 2"shall be inserted before the words ' the King, ';
(b) at the 1 °, the words "and add-ins" are deleted and «pertaining to the offer» shall be replaced by the words «pertaining to a public offering of securities of investment funds»
(c) in 2 °, the words "and add-ins" shall be deleted and the words «which relate to the offer» are replaced by the words «pertaining to a public offering of securities of investment funds»
(d) at the 3 ° "to the offer" shall be replaced by the words "to a public offering of shares in undertakings for collective investment to variable number of shares";
(e) at 4 °, the words "and add-ins" are deleted and «pertaining to the offer» shall be replaced by the words «pertaining to a public offering of securities of investment funds»
(f) article is supplemented by a paragraph 2, as follows: ' ' § § 2 2 Notices, advertisements and other documents that relate to a public offering of securities of investment funds, who announce such an offer or recommend it must fulfil the following conditions: 1 ° they indicate that a prospectus and, if applicable, a simplified prospectus has been, is or will be published and indicate where investors can get them;
2 ° the information they contain can be misleading or inaccurate;
3 ° the information they contain is consistent with the information contained in the prospectus and, if necessary, in the simplified prospectus and their updates and supplements if they have already been published or to be included if they are subsequently published.
Communications advertisements must be clearly recognizable as such."

S. 96. section 57 of the Act, the following changes are made: has) in the § 1, "securities of a collective investment undertaking" shall be replaced by the words "units of a collective investment to variable number of shares";
(b) § 2, 1 °, the words ", where appropriate," shall be deleted and 'in articles 52, §§ 2 and 3' shall be replaced by the words "in articles 52, §§ 3 and 4 ';
(c) § 2, 3 °, is replaced by the following provision: «3 ° any special reports required.

by virtue of the law of corporations that are related to the operation";
(d) § 2, 4 °, is replaced by the following provision: «4 ° any reports of experts to which the prospectus and the simplified prospectus relate ";
(e) § 2 is completed as follows: «5 ° any other relevant document for the review of the prospectus and the prospectus simplified ";
(f) article is supplemented by a paragraph 3, as follows: "§ § 3 3» Anyone who intends to publicly offer a mutual fund securities, other than those referred to the § 1, shall transmit to the CBFA the draft notices, advertisements and other documents that relate to the offer, which announce it or recommend it, which are established at the initiative of the offering of the body of collective investment, management company of undertakings for collective investment or intermediaries designated by them When the notice referred to in section 52 of the Act of... ».
S. 97 section 58 of the Act, the words "without prejudice to article 57, § 2, 2 °', shall be replaced by the words ' without prejudice to article 57, § 2, 2 °, and § 3".
S. 98 section 59 of the Act, the words "in the prospectus, in the simplified prospectus, in their updates or supplements, as well as its full and appropriate notices, advertisements and other documents" are replaced by the words "in the prospectus, in the prospectus or in their updates, as well as for its full and adequacy of the information in the notice «, advertisements and other documents.
S. 99A article 60 of the same Act, amended by the Act of June 20, 2005, the words 'or add-ins' are deleted twice.
S. 100. section 61 of the Act, the following changes are made: has) in paragraph 1, the words "in articles 57, § 1 and 58» are replaced on two occasions by the words"in articles 57, §§ 1 and 3, and 58 ';
(b) in paragraph 2, the words 'or add-ins' are deleted.
S.
101. section 62 of the Act, as amended by the law of 20 June 2005, the following changes are made: has) in paragraph 1, first sentence, the words "in articles 57, § 1 and 58" are replaced by the words "in articles 57, §§ 1 and 3, and 58 ';
(b) in paragraph 1, second sentence, the words ' article 3, 1 °, b)' are replaced by the words "(article 3, 1 °, a)(, ii) ';
(c) in paragraph 2, the words "in articles 57, § 1 and 58 ' shall be replaced by the words 'in articles 57, §§ 1 and 3, and 58' and the words 'or add-ins' are deleted;
(d) in paragraph 3, the words 'or add-ins' are deleted.
S.
102. There shall be inserted in part II, book II, title II, chapter II, Section III, of the same Act, a subsection 2 worded as follows: «sub-section II - Intermediation article. 62A. (((-Only persons or following institutions can practice the intermediation in public offerings of securities of investment funds, referred to in article 3, 1 °, a), i), carried out in Belgium: has) the European Central Bank, the National Bank of Belgium and the other central banks of the Member States of the European economic area;
b) credit institutions included in the list provided for in article 13 of the law of 22 March 1993, except municipal savings banks;
(c) branches established in Belgium of credit institutions governed by the law of another EEA Member State European, registered in accordance with article 65 of the law of 22 March 1993;
d) not established in Belgium credit institutions governed by the law of another State member of the European economic area which carry out activities in Belgium in accordance with article 66 of the law of 22 March 1993;
(e) stockbroking companies referred to in book II, title II, of the Act of 6 April 1995;
(f) the placing of orders in financial instruments companies referred to in book II, title II, of the Act of 6 April 1995;
g) investment firms governed by the law of another Member State space economic euro-pean and operating in Belgium under book II, title III, of the law of 6 April 1995;
(h) the branches established in Belgium of investment governed by the law of States firms that are not members of the European economic area and operating in Belgium in accordance with Book II, title IV, of the law of 6 April 1995;
i) investment firms governed by the law of States that are not members of the economic area European and operating in Belgium by way of provision of services, provided that their intervention as an intermediary be consistent with the status to which they are subject under the taken orders in pursuance of book II, title IV, of the law of 6 April 1995;
j) management of undertakings for collective investment companies listed in the list provided for in article 145 of the Act;
k) the collective investment management companies governed by the law of another Member State of the economic area European and operating in Belgium under Book III of part III of this Act, for as much as their intervention as an intermediary complies with the status to which they are subject under the orders made pursuant to the above Book III;
l) the collective investment management companies governed by the law of States that are not members of the European and economic operating in Belgium under book IV of part III of this Act, for as much as their intervention as an intermediary complies with the status to which they are subject under the orders made pursuant to the above book IV.
Paragraph 1 does not prejudice the possibility for the offeror or the mutual fund to collect acceptances of its offer of securities. » Art. 103. in article 73, paragraph 2, of the Act, the following changes are made: a) the words "a management of undertakings for collective investment under Belgian law society entered on the list referred to in article 145 of the Act" shall be deleted;
b) the words "for as much as this activity it is authorized under the law which is applicable to him" are inserted between the words "this Act" and the words "in order to ensure distributions to participants.
S. (104 to article 76, paragraph 3, of the Act, the following changes are made: a) to the paragraph 1, the words "in the prospectus.' shall be replaced by the words"to the prospectus referred to in article 52, paragraph 2, paragraph 1.";
(b) in paragraph 2, the words ", where appropriate," shall be deleted and the words "referred to in article 52 § 2, paragraph 1." are added after the words "in the simplified prospectus".
S. (105a article 80, paragraph 3, 4 °, of the same Act the following changes are made: a) in the first sentence, the words "in the prospectus, the simplified prospectus and their updates or supplements' are replaced by the words" in the prospectus, the simplified prospectus and their updates, an offer referred to in article 52 § 2. ', paragraph 1 ';
(b) in the second sentence, the words "of the offering, when it is not one of the persons referred to in this paragraph, as well as with» shall be inserted between the words"also from"and the words" financial intermediaries ".
S.
106A article 88, § 1, paragraph 1, 2 °, the words ', at a frequency determined by the CBFA by regulation, "are moved and inserted between the words"as well as"and the words"periodic information.
S. 107. article 90 of the Act is repealed.
S. (108 A section 91 of the same Act the following changes are made: a) to the paragraph 1, 1 °, the words ' referred to in article 52, paragraph 2, paragraph 1, "are inserted between the words"as a bid"and and the words"risk to be;
(b) in paragraph 2, first sentence, the words "to suspend the operation" are replaced by the words "to suspend or prohibit the operation for the period which it shall determine. »;
(c) in paragraph 2, second sentence, the words "or to prohibit the publication" are inserted between the word "suspend" and the words "or removing";
(d) in paragraph 3, the words 'article 3, 1 °, b)' are replaced by the words "(article 3, 1 °, a)(, ii) ';
(e) in paragraph 4, first sentence, is replaced by the following provision: "The CBFA may make public the decision of suspension or prohibition of the operation or suspension, prohibition or withdrawal of notice, advertising or other documents relating to the offer, which announce it or recommend it, except if this publication could disrupt severely the financial markets or cause harm disproportionate to the parties involved.";
(f) in paragraph 4, second sentence, the words "unless publication might seriously disrupt the financial markets or cause harm disproportionate to the parties involved," are inserted between the words 'order of correction', and the words "and where appropriate proceed itself."
(g) in paragraph 5, the words ", ban" shall be inserted between the words "a suspension injunction' and the words 'or of withdrawal '.
S. 109. section 92 of the Act, the following changes are made: a) to the § 1, paragraph 1, the words 'without prejudice to articles 90 and 91', are replaced by the words 'without prejudice to article 91,';
(b) in the § 1, paragraph 2, 3 °, the words 'or prohibit' shall be inserted between the word 'suspend' and the words 'for the duration '; the Word «shares» is replaced by «securities»;
(c) § 1, paragraph 2, 4 °, is replaced by the following provision: «4 suspend or prohibit, for the duration that it.

determines, trading on the securities of the mutual fund market. »;
(d) in the § 1, paragraph 2, 6 °, the words ", or compartment of the mutual fund, ' shall be inserted between the words «of the collective investment undertaking» and the words"and, where appropriate,";
(e) § 1, paragraph 2, 6 °, is supplemented by the following provision: "the CBFA publishes its decision in the Moniteur belge.
(f) to § 3, paragraph 1, the words "or of the prohibition" shall be inserted between the words "of the suspension" and the words "are responsible for".
(g) in § 3, paragraph 2, the words "or the prohibition" shall be inserted between the words 'suspension' and the words 'in the Moniteur belge ";
(h) article is supplemented by a section 8, as follows: ' ' § § 8 8
Without prejudice to the measures laid down by other laws and regulations, §§ 1 to 7 are applicable where the CBFA finds as an undertaking for collective investment, or a compartment of a mutual fund, which is part of the implementation of the Act of..., does not operate in accordance with the law of... ».
S. 110a article 95, paragraph 1, of the Act, the words ", or compartments of undertakings for collective investment» are inserted between the words 'Collective investment undertakings' and ' registration' and the words ', or compartment," shall be inserted between the words "of the holders of securities of the mutual fund' and the words 'subject to a takeover bid.
S. 111 article 96, paragraph 3, of the Act, the words "articles 90 and 91' are replaced by the words"of article 91.
S. 112. article 97 of the Act is supplemented by the following subparagraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of units of a collective investment undertaking to variable number of institutional units or when the shares of such a body for collective investment are be held. suite through third parties by investors other that institutional or professional investors, he is unaffected in the institutional character of the collective investment undertaking provided that it takes adequate measures to guarantee the quality of investors institutional or professional of its participants and that it contributes to or is not conducive to the holding of its shares by investors other than institutional or professional investors.
The King, by order made on the advice of the CBFA, may determine, where appropriate taking account of the category of authorized investments for which the collective investment undertaking has opted, the conditions under which the variable's institutional shares number mutual fund is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors institutional or professional of its participants. » Art. 113. article 100 of the Act is completed by the following subparagraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of units of a mutual fund with fixed number of institutional units or when the shares of such a body for collective investment are be held. following through third parties by investors other than institutional investors and professional, it is unaffected in the institutional character of the collective investment undertaking provided that it takes adequate measures to guarantee the quality of institutional investors or professionals of its participants and that it will contribute or does not the detention of its shares by investors other than institutional or professional investors.
The King may, by order made on the advice of the CBFA, determine, where appropriate taking account of the category of authorized investments for which the collective investment undertaking has opted, the conditions under which the fixed number of institutional shares mutual fund is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors institutional or professional of its participants. » Art. 114. article 103 of the same law is supplemented by the following subparagraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of securities of a collective investment undertaking institutional claims or when such a body for collective investment securities are be held, following through third parties. by other investors that institutional investors or professionals, it is not been reached to the institutional character of the collective investment undertaking provided that it takes adequate measures to guarantee the quality of institutional or professional of the holders of its securities investors and that it does not or does not favour the holding of its securities by other than investors investors institutional or professional.
The King may, by order made on the advice of the CBFA, determine the conditions under which the undertaking for collective investment in receivables institutional is assumed to take appropriate measures, within the meaning of paragraph 3, to ensure the quality of institutional or professional of the holders of its securities investors.
By way of derogation from paragraph 1, 1 ° and 2 °, the undertaking for collective investment in receivables institutional can collect its funds exclusively from a single institutional or professional investor insofar as it is an institutional investor or professional referred to in article 5, § 3, 5 °. » Art. 115. article 113 of the Act is supplemented by the following subparagraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of units of an undertaking for collective investment to variable number of private parts or when a such mutual fund shares are be held. following through third parties, by investors other than private investors, it is not infringed the privacy of the orlen Organization for collective investment provided that it takes adequate measures to guarantee the quality of investors of its participants and that it does not or does not favour the holding of its shares by investors other than private investors.
The King may, by order made on the advice of the CBFA, determine, where appropriate taking account of the category of authorized investments for which the collective investment undertaking has opted, the conditions under which the variable parts number mutual fund private is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors of its participants. » Art. 116. article 116 of the Act is supplemented by the following paragraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of units of a mutual fund with fixed number of private parts or when a such mutual fund shares are be held. following through third parties, by investors other than private investors, it is not worn against the private character of the collective investment undertaking provided that it takes adequate measures to guarantee the quality of investors of its participants and that it does not or does not favour the holding of shares by investors other than private investors.
The King may, by order made on the advice of the CBFA, determine, where appropriate taking account of the category of authorized investments for which the collective investment undertaking has opted, the conditions under which the fixed number of private shares mutual fund is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors of its participants. » Art. 117. article 119 of the Act is supplemented by the following paragraphs: ' without prejudice to paragraph 1, 2 ° in case of admission to trading on a regulated market that is accessible to the public of shares in a private privak or when the shares of a private privak are be held, following through third parties by investors other than private investors. He is unaffected in the privacy of the privak insofar as it takes adequate measures to guarantee the quality of investors of its participants and that it does not or does not favour the holding of shares by investors other than private investors.
The King may, by order made on the advice of the CBFA, determine the conditions under which the private privak is presumed to take appropriate measures, within the meaning of paragraph 2, to ensure the quality of investors of its participants.
» Art. 118. in section 120 of the Act, paragraph (3) is repealed.
S. 119A article 123, paragraph 2, of the Act, the words "as well as the company referred to in article 120, paragraph 3.' are deleted.
S. 120A section 125, § 1, of the Act, the words "and by the company referred to in article 120, paragraph 3," are replaced by the words 'and by the persons providing the functions of management of the private privak,'.
S. 121. article 128 of the Act, as amended by the law of July 20, 2005, is replaced by the following provision:

«Art.» 128 - § 1. The CBFA registered collective investment undertakings and compartments that meet the conditions laid down by this book and the orders and regulations for its implementation and which are actually offered publicly in Belgium.
§
2. The CBFA removes by decision notified by registered mail with acknowledgement of receipt, registration of undertakings for collective investment or, where appropriate, the registration of the compartments, which have not realized their titles in Belgium bid within three months of registration, which waive registration or choose to put an end to the public offering of their securities in Belgium.
By way of derogation from paragraph 1 to undertakings for collective investment to variable number of shares who have decided to put an end to the public offer, in Belgium, their shares or the shares of their compartments, the CBFA removes by decision notified by registered mail with acknowledgement of receipt, or mail the registration of these organizations of mutual funds or their compartments when less than 100 natural or legal persons in Belgium other institutional or professional investors to hold shares in these undertakings for collective investment or these compartments.
Article 95 shall apply to this paragraph.
§ 3. Without prejudice to other measures provided for in this book, the CBFA may attach to a collective investment undertaking a period within which it must comply with specific provisions of this book or the orders or regulations for its execution.
If the mutual fund remains in default upon the expiry of the time limit, the CBFA may, the Agency heard collective investment or any least duly summoned, impose a penalty at the rate of a maximum of 2,500,000 euros per offence or 50,000 euros per day of delay.
§ 4. Without prejudice to other measures provided for by this book and without prejudice to the measures laid down by other laws or other regulations, the CBFA may, where it finds a breach of the provisions of this book or the measures taken in pursuance thereof, impose on an undertaking for collective investment, an administrative penalty which may not be less than EUR 5,000 or more for the same offence, or to the same set of facts, 2,500,000 euros.
§
5. The penalties and fines imposed pursuant to §§ 3 and 4 and articles 131, § 3, and 136, § 3, are recovered for the benefit of the Treasury by the administration of the Cadastre, registration and domains. » Art. 122. an article 129bis, worded as follows, shall be inserted in the Act: «art.» 129bis. -Is prohibited any communication carried out on Belgian territory, to the attention of over 100 natural or legal persons other than institutional or professional investors, to provide information or advice or to generate requests for information or advice relating to units of collective investment undertakings to variable number of created or not yet created shares which are or will be the object of an offer for sale or subscription as this communication comes from a mutual fund, of a person who is able to sell the securities concerned or is made on their behalf, except if: 1 ° the offer falls into one of the categories referred to in article 5, § 1, paragraph 1, 4 ° or 6 °, or 2 ° in the case of units of collective investment undertakings referred to in title I of this paper , or compartment of such a body, the CBFA has registered it in accordance with article 128, or 3 ° with regard to units of collective investment undertakings referred to in title II of this book, or compartment of such a body, the CBFA has registered it in accordance with section 128 and a public offer prospectus and, where necessary, a simplified prospectus have been duly approved by the CBFA.
Is presumed to act on behalf of the mutual fund or the person who is able to assign titles, any person who receives directly or indirectly, remuneration or benefit of the mutual fund or the person who is able to sell the securities. » Art. 123. in article 130, paragraph 2, of the Act, the following changes are made: a) the words "or a Belgian law collective investment management company entered on the list referred to in article 145 of the Act" shall be deleted;
b) the words "for as much as this activity it is authorized under the law which is applicable to him" are inserted between the words "this Act" and the words "in order to ensure distributions to participants.
S. 124. article 131 of the Act is replaced by the following provision: «art.» 131 - § 1. Notices, advertisements and other documents that relate to a public offering of securities of a mutual fund, who announce such an offer or recommend it may be made public only after having been approved by the CBFA.
No mention of the intervention of the CBFA cannot be made in notices, advertisements or other documents pertaining to an offer or announce it or recommend it. Articles 55, § 3, 57, § 3, and 58 to 62 shall apply.
§ 2. Without prejudice to paragraph 2 of this subsection, the King may, by order made on the advice of the CBFA: 1 ° determine, depending on the nature of the offer, the minimum contents of notices, advertisements or other documents that relate to the offer or announce it or recommend it.
2 ° determine the time limits and modes of publication of notices, advertisements or other documents that relate to the offer or announce it or recommend it.
Notices, advertisements and other documents that relate to the offer, that announce it or recommend it must fulfil the following conditions: 1 ° they indicate that a prospectus and a prospectus has been, is or will be published and indicate where investors can get them;
2 ° the information they contain can be misleading or inaccurate;
3 ° the information they contain is consistent with the information contained in the prospectus and the simplified prospectus and their updates if they have already been published or to be so ceuxci are subsequently published.
Communications advertisements must be clearly recognizable as such.
§ 3. Section 91 applies to notices, advertisements or other documents that relate to the offer or announce it or recommend it including the CBFA considers that they are likely to mislead the public, particularly on the risks inherent in the investment that it is proposed or the rights attached to the securities which are the subject of the offer. » Art. 125. Article 132 of the same Act the following changes are made: has) in paragraph 1, the words ' without prejudice to article 131, § 3, ' shall be inserted before the words "The CBFA may", and «in violation of article 131 and the legal provisions and regulations on the takeover of shares» shall be replaced by the words "in violation of the provisions prescribed by or under sections 130 and 131.
(b) paragraph 2 is replaced by the following provision: "articles 92, § 1, paragraph 1 and paragraph 2, 1 °, 3 °, 4 ° and 6 °, §§ 3 and 5 to 7, shall apply.
S. 126. in article 133 of the Act, the "62A" figure, is inserted between the words "in articles' and the number '78.
S. 127. article 134 of the Act is replaced by the following provision: «art.» 134 - § 1. The King determines, without prejudice to articles 135 and 136, the conditions that must fill the collective investment undertakings falling within the law of another State member of the European economic area and which do not meet the conditions of Directive 85/611 / EEC as well as the undertakings for collective investment governed by the law of States that are not members of the European economic area with a view to their inscription and the maintenance thereof.
A refusal of registration by the CBFA is notified to the applicants.
§ 2. Without prejudice to article 136, § 3, of the Act and section 65 of the Act, the CBFA may, by reasoned decision, take measures of suspension or prohibition with respect to a mutual fund in the event of failure to comply with the provisions of this title or of the orders and regulations for its execution.
Articles 92, § 1, paragraph 1 and paragraph 2, 1 °, 3 °, 4 ° and 6 °, §§ 3 and 5 to 7, shall apply. » Art. 128. article 135 of the Act, as amended by the law of June 20, 2005, is replaced by the following provision: "collective investment undertakings covered by this title are subject to sections 52 to 55, §§ 1 and 2, 56, 57, §§ 1 and 2, 62A, 75, 76, 77, 78, 79, 80, paragraph 2, 82 and 91.»
By way of derogation from paragraph 1, the CBFA may, on such conditions as it shall determine, authorize an undertaking for collective investment to variable number of units to publish only a prospectus and not to publish a prospectus, provided that this mutual fund is no more obliged to publish a prospectus pursuant to the law of the State whose jurisdiction it falls. » Art. 129. article 136 of the Act is replaced by the following provision: «art.» 136 - § 1. Notices, advertisements and other documents that relate to a public offering of securities of a mutual fund, who announce such an offer or recommend it may be made public only after having been approved by the CBFA.
No mention of the intervention of the CBFA cannot be made in notices, advertisements

or other documents pertaining to an offer or announce it or recommend it.
Articles 55, § 3, 57, § 3, and 58 to 62 shall apply.
§ 2. Without prejudice to paragraph 2 of this subsection, the King may, by order made on the advice of the CBFA: 1 ° determine, depending on the nature of the offer, the minimum contents of notices, advertisements or other documents that relate to the offer or announce it or recommend it.
° 2 determine the time limits and modes of publication of notices, advertisements or other documents that relate to the offer or announce it or recommend it.
Notices, advertisements and other documents that relate to the offer, which announce it or recommend it must fulfil the following conditions: 1 ° they indicate that a prospectus and, if applicable, a simplified prospectus has been, is or will be published and indicate where investors can get them;
2 ° the information they contain can be misleading or inaccurate;
3 ° the information they contain is consistent with the information contained in the prospectus and, if applicable, the simplified prospectus and their updates and supplements if they have already been published or to be included if they are subsequently published.
Communications advertisements must be clearly recognizable as such.
§ 3. Article 91 law applies to notices, advertisements or other documents that relate to the offer or announce it or recommend it including the CBFA considers that they are likely to mislead the public, particularly on the risks inherent in the investment that it is proposed or the rights attached to the securities which are the subject of the offer. » Art. 130. article 152, paragraph 2, 2 °, of the same Act is supplemented as follows: ' v) section 69 of the Act of... ". ».
S. 131. in article 154, § 1, 12 ° of the Act, the words "referred to in article 52 § 2, paragraph 1," shall be inserted between the words "prospectus" and the words 'of the collective investment undertaking.
S. 132. article 197, § 5, of the same Act is supplemented by the words "or article 145.
S. 133. article 203 of the Act, including the current text will form the § 1, is completed by §§ 2, 3 and 4, worded as follows: ' ' § § 2 2 Without prejudice to the other measures provided for by or under this Act, the CBFA may set a time limit in which it must adhere to specific provisions laid down in or under this book at a company management of undertakings for collective investment governed by the law of another State member of the European economic area, which was established in Belgium.
If the collective investment management company referred to in paragraph 1 remains in default upon the expiry of the time limit, the CBFA may, heard or at least society duly convened, impose a penalty at the rate of a maximum of 2,500,000 euros per offence or 50,000 euros per day of delay.
§ 3. Without prejudice to other measures provided for by or by virtue of this Act, and without prejudice to the measures laid down by other laws or other regulations, the CBFA may, where it finds a breach of the provisions laid down in or under this Act, impose a collective investment management company governed by the law of another European economic area Member State established in Belgium, an administrative penalty which may not be less than EUR 5,000 or more, for the same offence or for the same set of facts, 2,500,000 euros.
§ 4. Article 202, §§ 3 and 4, is applicable to the decisions of the CBFA taken pursuant to §§ 2 and 3. » Art. 134. article 204 of the Act, including the current text will form the § 1, is completed by §§ 2, 3 and 4, worded as follows: ' ' § § 2 2 Without prejudice to the other measures provided for by or under this Act, the CBFA may fix a period in which at a company management of undertakings for collective investment governed by the law of a non-Member State of the European economic area, which was established in Belgium: has) it must adhere to specific provisions laid down by or pursuant to this paper (, or b) must make the adaptations that are necessary to its management, administrative, accounting, financial or technical organization structure or internal control.
If the collective investment management company referred to in paragraph 1 remains in default upon the expiry of the time limit, the CBFA may, heard or at least society duly convened, impose a penalty at the rate of a maximum of 2,500,000 euros per offence or 50,000 euros per day of delay.
§ 3. Without prejudice to other measures provided for by or by virtue of this Act, and without prejudice to the measures laid down by other laws or other regulations, the CBFA may, where it finds a breach of the provisions laid down in or under this Act, impose a collective investment management company, under European law from a non-EEA State established in Belgium, an administrative penalty which may not be less than EUR 5,000 or more, for the same offence or for the same set of facts, 2,500,000 euros.
§ 4. Article 202, §§ 3 and 4, is applicable to the decisions of the CBFA taken pursuant to §§ 2 and 3. » Art.
(135 A section 206 of the Act, the following changes are made: a) 1 ° is replaced by the following provision: «1 ° those who contravene articles 52, § 2, paragraph 1, 53, 57, §§ 1 and 3, 58, 62A, 131, 136 ';
(b) to 2 °, «those who spend in addition to a suspension or a withdrawal made under sections 90, 91, paragraph 2, 131, paragraph 3, or 136, paragraph 3, or who ignore a refusal of approval of the prospectus, an update or a supplement to the prospectus» shall be replaced by the words "those who pass in addition to a suspension. a ban or a withdrawal made under section 91, paragraph 2, 131, § 3, or 136, § 3, or who ignore a refusal of approval of the prospectus, the simplified prospectus or an update to the prospectus or the simplified prospectus,»
(c) at the 3rd, "those who knowingly publish or who publish, a prospectus, an update or a supplement to the prospectus" shall be replaced by the words "those who knowingly publish or who publish, a prospectus, a prospectus or an update to the prospectus or the simplified prospectus,";
(d) in the 4th, "those who make public a prospectus, an update or supplement to the prospectus," shall be replaced by the words "those who make public a prospectus, a prospectus or an update to the prospectus or the simplified prospectus,";
(e) at the 5th, "those who make public a prospectus, an update or supplement to the prospectus" shall be replaced by the words "those who make public a prospectus, a prospectus or an update to the prospectus or the simplified prospectus,";
(f) there is inserted an 8 °, as follows: «8 ° those who knowingly ignore the prohibition in articles 53A and 129bis.»
» Art. (136. at section 207 of the Act, as amended by the law of 20 June 2005, the following changes are made: a) to the 1 °, the words "or in disregard of a measure of suspension referred to in articles 90, paragraph 1, 91, paragraph 2, first sentence, or 92, § 1, paragraph 2, 3 °» are replaced by the words"or in disregard of a measure of suspension or prohibition referred to in articles 91 ". ', paragraph 2, first sentence, or 92, § 1, paragraph 2, 3 ° or 4 ° ";
(b) to 2 °, the words "or 134, paragraph 3" are replaced by the words "or 134, § 2.
(c) the 3 ° is supplemented as follows: "except when this use in Belgium is due to a foreign collective investment organization that is authorized to make use of that name in its country of origin;"
(d) to 11 °, the words "decision of suspension in accordance with article 92, § 1, paragraph 2, 3;" are replaced by the words "decision of suspension or prohibition made under article 92, § 1, paragraph 2, 3 or 4 °;
S. 137. in article 208, § 1, 1 ° of the Act, the words "or in book IV of part III" are inserted between the words 'referred to in article 138' and ', without be approved '.
S. 138. article 230 of the Act, the current text of which forms a § 1, is supplemented by a paragraph 2, as follows: ' ' § § 2 2 The King may, by deliberate order in Council of Ministers, take the measures necessary for the transposition of the mandatory provisions resulting from international treaties or international acts taken pursuant to them, in the matters governed by this Act on the advice of the CBFA. The King may, under the same procedure, determine that violations of these provisions are punishable by measures and penalties administrative pursuant to articles 96, 128, 202, 203 and 204.
The Royal Decrees made pursuant to paragraph 1, may modify, Supplement, replace or repeal the legal provisions in force.
The Royal Decrees made under paragraph 1, shall be repealed right when they were not confirmed by law within 24 months following their publication in the Moniteur belge. » Art. 139. article 242 of the Act is supplemented by the following paragraph: "the CBFA is responsible for the control of compliance with the provisions of the above-mentioned Act of 4 December 1990 as long as they remain in force.
For the execution of this mission, it has skills that are attributed to him by articles 80 to 96, 128, 131, § 3, to 135. » CHAPTER VI. -Future adaptations s.

140. the King may, by Decree deliberated in the Council of Ministers, take notice of the CBFA measures transposing the mandatory provisions resulting from international treaties or international acts taken pursuant to them, as well as adaptation measures made necessary by the adoption of such international acts, in the matters governed by this Act. The King may, under the same procedure, determine that violations of these provisions are punishable by administrative penalties pursuant to article 71.
The Royal Decrees made pursuant to paragraph 1 may change, Supplement, replace or repeal the legal provisions in force.
The Royal Decrees made pursuant to paragraph 1 are repealed right when they were not confirmed by law within 24 months following their publication in the Moniteur belge.
CHAPTER VII. -Transposition of Directive 2005/1/EC of the European Parliament and of the Council of 9 March 2005 amending Directives 73/239 / EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC and 93/6/EEC of the Council and Directives 94/19 / EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC in order to organize a new structure competent committees on financial services s. 141 § 1.
Article 37bis Act of 9 July 1975 on the control of insurance undertakings, renumbered by the royal decree of 12 August 1994 and amended by the Act of 19 November 2004, the following changes are made: 1 ° in the § 1, paragraph 1, the words "and the competent authorities of the other Member States" shall be inserted between the words 'European Commission' and ' any approval. "
2 ° to the § 1, paragraph 2, the words 'this notification' shall be replaced by the words "notification to the European Commission."
3 ° to § 2, paragraph 1, the words "and the competent authorities of the other Member States" shall be inserted between the words "the European Commission" and "acquisition".
4 ° to § 2, paragraph 2, the words 'this notification' shall be replaced by the words "notification to the European Commission.
§ 2. Article 82 of the same law, replaced by the law of 19 July 1991, renumbered by the royal decree of 12 August 1994 and amended by the laws of June 26, 2000, August 2, 2002 and on 20 June 2005 and by the royal decree of 25 March 2003, the following changes are made: 1 ° in the § 1, the words "in an insurance company. a holding company of insurance, an insurance holding company joint or a mixed financial holding company, established in Belgium under Belgian law or abroad» are replaced by the words "a business."
2 ° to § 2, the words ' undertakings to the § 1 were heard in their defence "are replaced by the words" the firm involved to the § 1 was heard in his defence.
S. 142 § 1. Article 14, paragraph 1, of Act of 22 March 1993 on the status and control of the credit institutions, as amended by the Act of 19 November 2004, is completed as follows: «The Commission banking, finance and informed insurance also the supervisory authorities of the other Member States of granting such approvals.»
S. 143 § 2. Article 25 of the same Act the following changes are made: 1 ° 1st paragraph is supplemented as follows: 'The banking, finance and Insurance Commission informed also the supervisory authorities of the other Member States of the acquisition of such participation in a Belgian credit institution.';
2 ° in paragraph 2, the words "to the Commission of the European Communities' shall be inserted between the words"notification"and"is accompanied by.
S. 144 § 3. Article 79, § 1, of the Act, it is inserted between 2 ° and 3 ° a 2 ° bis, read as follows: 2 ° bis.
article 14, paragraph 1, in relation to the notification to the Commission of the European communities of the granting of an authorisation to a branch referred to in the present title. » Art. 145 § 1. Article 54, paragraph 1, Act of 6 April 1995 on the status of investment firms and their control, intermediaries and investment advisers is completed as follows: «The Commission banking, finance and informed insurance also the supervisory authorities of the other Member States of the granting of such authorisation.»

S. 146. § 2. Article 68 of the same Act the following changes are made: 1 ° 1st paragraph is supplemented as follows: 'The banking, finance and Insurance Commission also informed the supervisory authorities of the other Member States of the acquisition of such participation in an investment under Belgian law firm.';
2 ° in paragraph 2, the words "to the Commission of the European Communities' shall be inserted between the words"notification"and"is accompanied by.
S. 147 § 1. Article 146, paragraph 1, of the Act of 20 July 2004 on certain forms of collective management of investment portfolios, the following provision is inserted after the first sentence: "The CBFA shall also inform the supervisory authorities of the other Member States of the granting of such authorisation.";
S. 148 § 2. Article 160 of the same Act the following changes are made: 1 ° 1st paragraph is supplemented as follows: «the CBFA shall also inform the supervisory authorities of the other Member States of the acquisition of such participation in a Belgian law collective investment management company. »;
2 ° in paragraph 2, the words "to the Commission of the European Communities' shall be inserted between the words"notification"and"is accompanied by.
TITLE XV. -Provisions transitional art.
149. articles 1 to 73 do not apply to takeover bids when the offer period is current at the date of their entry into force.
S. 150 § 1.
Public undertakings for collective investment under Belgian law, and where appropriate their compartments, included in the list referred to in article 31 of the law of 20 July 2004 on the date of entry into force of articles 80 and 81 of this Act, retain their registration.
§ 2. The undertakings for collective investment to variable shares public, target number in the § 1, must comply, as appropriate for the whole of their compartments to the provisions prescribed by or under articles 80 and 81, that latter article introduced an article 5 §§ 1, 2 and 3, in the law of 20 July 2004, no later than February 13, 2007.
Paragraph 1 and paragraph 1 of this subsection also apply to the undertakings for collective investment in variable number of public shares, and where appropriate to their compartments, which are registered at the date of entry into force of articles 80 and 81, to the list referred to in article 120, § 1, of the law of 4 December 1990 on financial transactions and financial markets , in accordance with articles 234-236 of the law of 20 July 2004.
Notwithstanding paragraphs 1 and 2, the provisions prescribed by or under articles 80 and 81, in that latter article introduced an article 5, §§ 1, 2 and 3, in the law of 20 July 2004, apply, upon their entry into force, to the compartments created after the entry into force of the abovementioned provisions within collective investment to variable number of public record to the list referred to in article 31 of the Act of 20 July 2004 or the list referred to in article 120, § 1, of Act of 4 December 1990 on financial transactions and the financial markets.
§ 3. The provisions prescribed by or under articles 80 and 81 shall apply to the undertakings for collective investment to fixed number of public shares and public undertakings for collective investment in receivables, referred to the § 1, and as appropriate to their compartments, during the initial public offering of their titles made after the coming into force of sections 80 and 81.
§ 4. §§ 1 to 3 apply to the undertakings for collective investment of foreign law, and where appropriate their compartments, included in the list referred to in article 129 of the law of 20 July 2004 or the list referred to in article 137 of the Act of 4 December 1990 on financial transactions and the financial markets, in accordance with article 239 , paragraph 2, of the law of 20 July 2004.
§ 5. Collective investment in receivables institutional organizations, and where appropriate their compartments, included in the list referred to in article 108 of the law of July 20, 2004, to the date of entry into force of section 81 of this Act, in what this article introduced an article 5, § 3, in the law of 20 July 2004, retain their registration and their institutional character Notwithstanding the fact that they would have, if any, collected funds from institutional investors or professionals referred to in article 6 of the royal decree of 7 July 1999 concerning the public nature of financial transactions, but which are not institutional or professional investors referred to in article 5, paragraph 3, of the law of 20 July 2004.
Promulgate this Act, order that it self under the seal of the State and published by le Moniteur.
Given in Brussels, on 16 June 2006.
ALBERT by the King: the Minister of finance, D. REYNDERS sealed with the seal of the State: the Minister of Justice, Ms. L. ONKELINX _ Notes (1) Session 2005-2006.
House of representatives Documents. -Proposal of law, 51-2344. -N ° 1, Bill. -Amendment No. 2. -No. 3, report. -No 4, amendments. -No. 5, supplementary report.
-Nr. 6, text adopted by the commission.
Senate Documents. -Project not referred by the Senate.

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