The competitive scenario in which our financial markets are developed requires that the provisions which, while respecting and preserving the basic principles of operation and organisation of the financial markets be respected, be dictated, increase their efficiency and improve their functioning.

The above objectives have a place in the current regulatory framework of our securities markets, the cornerstone of which is represented by Law 24/1988 of 28 July of the Securities Market and its regulatory provisions. (a) a series of reforms aimed at achieving these objectives should be introduced into these provisions.

The need for these reforms is increasing in the face of the introduction of monetary union and the adoption of the single currency from 1 January 1999.

If this factor is already in place, let us add to it the increase in competition and the greater interrelationship between the stock markets of our economic environment that the introduction of the euro will bring, will Without a doubt the normative changes that the present Royal Decree introduces.

The first modified regulatory block is the legal regime for emissions and public bids for the sale of securities, contained in Royal Decree 291/1992 of 27 March.

In this context, it is worth highlighting, first of all, the conceptual improvement introduced in terms of the defining material element of a public offering, such as the development of advertising activities.

In addition to more clearly concretizing the advertising channels, one of those who will receive the greatest importance is the public offering through telematic means. This is the case, provided that in such cases there is an active position, of the issuer or the offeror of the securities, to facilitate the acquisition of the securities.

Nor can we fail to mention the flexibility and improvement introduced in terms of total and partial exceptions to the fulfilment of the requirements for the performance of public tenders, whether they are subscription or sale. The practice, on the one hand, and the updating of criteria, on the other, have grounded the changes introduced.

Special mention requires the modification of the information brochure regime, where, at the same time as a set of technical and conceptual improvements have been introduced, it has been carried out:

(a) To introduce a substantial improvement and relaxation of the typology of information brochures, in order to make it easier for issuers of securities to make markets more efficient. In this field, the changes introduced in the so-called "reduced prospectus" and the two varieties that it may present should be reviewed.

b) In the second instance, and as an extract from the brochure, in order to improve the information for the potential investor, the figure of the triptych, already used, in the dessert, is introduced in our markets conventional.

(c) Finally, the flexibility in the area of compliance with requirements for changes in the values in circulation, as well as the accuracy and delimitation of the professional parts, cannot be mentioned. interveners in a public issue or offer (colocator, director, coordinator and insurer).

Finally, and as a measure that aims to reduce the costs of entering into trading of a value on the market, the rule under which the issuance prospectus also serves as a prospectus for admission to trading on the market is established. market in question.

In the second regulatory block affected by this provision, the relative to Royal Decree 377/1991 of 15 March on the disclosure of significant shares in listed companies and acquisitions by these companies. In the case of the Commission, a number of changes have been introduced in order to promote a wider dissemination of facts linked to the acquisition of shares in a listed company.

Thus, while the system of communications of shares for acquirers located in tax or regulatory havens is aggravated, greater transparency is pursued, which is concretized in the obligation to communicate agreements on rights. of votes and acquisitions made on behalf of representation.

With regard to the legal regime for the representation of securities by means of account and clearing and settlement of securities transactions, contained in Royal Decree 116/1992 of 14 February 1992, on the margin of minor technical amendments, in the field of certificates of legitimation and information to the Securities and Settlement Service on corporate acts and bail-out arrangements, a special procedure for compensation has been set up and settlement of securities transactions resulting from the implementation by the European System of Banks Central (ESCB) of monetary policy operations. This is also due to the amendment introduced by Royal Decree 1416/1991 of 27 September on special securities transactions and on the OTC transmission of listed securities and weighted average changes.

Finally, the changes in the field of official markets for futures and options, eminently technical, as well as those concerning the liquidation of public bids for the acquisition of securities outside the ordinary stock market system.

In its virtue, on the proposal of the Second Vice President of the Government and Minister of Economy and Finance, after the approval of the Minister of Public Administration, according to the State Council and after deliberation by the Council of Ministers at their meeting on 4 December 1998, DISCLAIMER:

CHAPTER I

Amendments to Royal Decree 291/1992 of 27 March on issues and public offerings for the sale of securities

Article first. Amendments to Chapter I 'General provisions' of Royal Decree 291/1992 on issues and public offers for the sale of securities.

1. Article 1 shall be as follows:

" 1. This Royal Decree shall apply to the issue of securities issued by a public subscription offer and to public offers for the sale of marketable securities provided that the offer takes place on national territory.

2. Operations relating to futures contracts and options negotiated on organised markets, which shall be governed by their specific rules, shall be excluded from the scope of this Royal Decree. ' 1 of Article 3, in the following terms:

" 1. The issuance of securities and public bids for the sale of securities in which any of the following circumstances apply shall be subject to this Royal Decree:

(a) Securities of equal nature and similar characteristics as other securities of the same issuer that are admitted to trading on a stock exchange, in another official secondary market, or in an unofficial organised secondary market established on national territory.

(b) Those in which the issuer, the offeror or the person acting on behalf of the issuer, offers the securities by developing advertising activities on national territory.

By advertising activity means any form of communication aimed at investors in order to promote, directly or through third parties acting on behalf of the issuer or offeror, the subscription or the acquisition of marketable securities. In any case, there is advertising activity when the means used to address the public is through telephone calls initiated by the issuer or offeror, home visits, personalized letters, e-mail or any other means. telematics, which are part of a dissemination, marketing or promotion campaign.

The campaign will be understood in national territory as long as it is aimed at investors resident in Spain. In the case of an e-mail or any other telematic means, the offer shall be presumed to be addressed to investors resident in Spain where the issuer or offeror, or any person acting on behalf of the issuer or offeror, proposes the purchase of securities or provide residents in Spanish territory with the information necessary to assess the characteristics of the issue or offer and to join it. '

3. Article 3 (4) is repealed.

Article 2. Amendments to Section 1 "Requirements" of Chapter II "Securities Emissions" of Royal Decree 291/1992 on issues and public offerings for the sale of securities.

1. Article 6 (a) is hereby reworded, which shall be as follows:

" (a) Emissions of securities of the State, of the Autonomous Communities and of the agencies linked or dependent on one or more of them, as well as those of the Banco de España, the European Central Bank and the national central banks of the European System of Central Banks. " 2. Article 7 is reworded as follows:

" 1. They shall not be subject to the requirements of paragraphs (c) and (d) of Article 5 (2), provided that they are not of equal nature and similar characteristics as other securities of the same issuer admitted to trading on a secondary market official or non-official established on national territory, the following emissions or offers:

(a) securities exclusively aimed at institutional investors, such as pension funds, collective investment institutions, insurance institutions, credit institutions or securities companies, which they carry out and professionally investments in marketable securities. The acquirers may not transmit such securities to subjects other than those mentioned in this letter.

(b) Those addressed to a number of investors less than 50.

(c) Those addressed to the employees or retirees of the issuing entity or its group.

d) Those whose total amount is less than 1 billion pesetas. For these purposes, a single issue or public tender shall be considered, and shall therefore be subject, where appropriate, to compliance with all the requirements of Article 5, all of which have been carried out over a period of 12 consecutive months, where, the sum of less than 1 billion, plus that figure.

(e) Those of which the effective unit price or minimum outlay payable is equal to or greater than 25 million pesetas, and each investor has to pay at least that figure.

(f) The fully-released shares or securities offered in exchange from other companies of the same company, without the exchange process increasing the capital of the company, nor any substantive modification of the securities.

g) The actions required by merger or division processes.

2. They shall not be subject to the requirement of Article 5 (2) (c), the following emissions and offers:

(a) The securities of public bodies linked or dependent on the General Administration of the State or the Autonomous Communities which do not review the form of a commercial company, provided that they are subject to financial control provided for in Article 17 of the recast text of the General Budget Law, or similar to that provided for by the laws of the respective Autonomous Communities.

(b) Those of international bodies of a public nature or of foreign states.

3. The emissions of shares which occur on the occasion of the successive foundation of an anonymous company shall be adjusted, as regards the information leaflet, as provided for in this Royal Decree and, in all other cases, to the procedure and requirements laid down in this Directive. in Section 3. To Chapter II of the recast text of the Law of Limited Companies, the scheme provided for in this Royal Decree is being applied. "

Article 3. Amendments to Section V "Of the information leaflet" of Chapter II of Royal Decree 291/1992 on issues and public offerings for the sale of securities.

Section V of Chapter II ("Securities Emissions") of Royal Decree 291/1992 is hereby amended as follows:

" Article 15. Concept.

The information leaflet is the written document whose purpose is to collect complete and reasoned information on the issuer and the securities on offer, so that potential subscribers or acquirers may become a faithful image of the issuer and a well-founded judgment on the investment proposed to them. For these purposes, the prospectus shall contain regulated information which does not omit relevant data or include information which may mislead investors. It must be drawn up with clear and precise language, so that it does not lead to the formation of an erroneous judgment among its addressees.

Article 16. Brochure classes and models: complete, continuous and reduced brochures.

1. For the purposes of this Royal Decree, the following classes of brochures are included:

(a) Full prospectus: it shall contain all the information on the issuer and the issue or offer of securities provided for in Articles 18 and below and in its implementing provisions.

(b) Continued prospectus of issuer: shall be the one containing only the information on the issuer provided for in Articles 18 and below and its development provisions, missing data relating to any issue or specific offer. Any issuer or offeror may register a continuous prospectus. Anyone who engages in the continued prospectus regime, each time he or she is publicly offering securities, will only have to register a reduced prospectus in the terms of this paragraph. Any full prospectus will serve as a continued prospectus.

c) Brochures of a reduced rate may be of two classes: issue or offer and program.

The first ones will be those that refer exclusively to a specific issue or public offer to sell securities.

The reduced programme brochures shall be those relating to a plan of different issues or offers of securities which the same person or entity intends to carry out on national territory within the following 12 months. This class of reduced prospectuses will also make an exclusive reference to the different emissions or offers that are intended to be launched on the market; however, due to its nature as a programme of intentions subject to the evolution of the markets (a) a degree of precision or concreteness in such information less than the requirement for reduced prospectuses relating to individual emissions or offers. On the occasion of the launch or placing on the market of each individual issue or offer, covered by the reduced programme prospectus, the issuer or offeror will have to supplement the information incorporated in its day to that prospectus.

2. The maximum validity of the complete and continuous prospectuses shall be 15 months, from the date on which the complete and audited financial statements are issued.

3. The prospectus models approved in accordance with the provisions of Article 18.1 may be different depending on the type of securities to be issued, the characteristics of the issuing institution, the amount of the issue or other circumstances justifying the diversity.

Article 17. Preparation of the prospectus.

1. It is the responsibility of the issuer or offeror to draw up the information leaflet. To this end, it must carry out the necessary checks and take all appropriate measures to ensure the accuracy of its content and that no relevant data is omitted or misleading, acting with the diligence of an ordered employer and, where appropriate, requiring the necessary advice.

2. The issuing institution may not oppose to the investor in good faith circumstances or rights arising from the audit reports of accounts, the documents referred to in Article 10, or other documents relating to the tender procedure which are not expressly included in the prospectus.

Article 18. Minimum content.

1. The prospectus shall conform to the models approved by the National Securities Market Commission and shall contain at least the following data:

a) Relating to the values on offer.

Description of its nature and characteristics. In particular, sufficient information on the price and profitability of the securities shall be included in the prospectus.

b) Relative to the issuer. Registered office, date of establishment, administrative body, with express reference to each of its members indicating to whom it represents, number of shares of which are holders and their specific function within the governing body, data of the registration in the Mercantile Register and the group to which it belongs.

c) Relating to the activity of the issuer.

Description of the activities of the company, its heritage, current situation, results and perspectives.

Information about the entity's activities will pick up the most significant factors that influence the evolution of sales, costs, profit margins, investments and financial structure, so that each of the The main risks to which the activities of the institution are exposed are defined in an understandable way for investors. In relation to the results of the institution, an analysis of the profit and loss account should be included in which the factors that have determined its recent evolution are detailed and the influence of the latter in the evolution of the assets and liabilities and net worth.

d) Relating to placement. Detailed description of the placement procedure, identifying the entity or entities involved in the placement or its insurance and their respective tasks, as well as the system for the award of securities between investors and investors. time limits for the operation. Definition of the group of potential subscribers, indicating the reasons for their choice, in case the issue contains any provision in this respect.

e) Relating to the tax regime. The prospectus shall contain a summary description of the tax regime applicable to the securities issued.

2. As an annex to the prospectus, but forming an integral part of it, the following documents and information must be included:

(a) Reproduction of the content of the documents referred to in Article 10 describing the nature and characteristics of the securities, except in the case of a continuous prospectus.

(b) Full reproduction of the audit reports, including the technical opinion of the auditor, in accordance with the provisions of Article 5 of the Regulation implementing Act 19/1988 of 12 July of Audit of Accounts, approved by Royal Decree 1636/1990 of 20 December 1990 and the financial statements which constitute the Annex to the previous report, except in the case of a small prospectus.

3. Data reflecting the financial and assets situation of the institution and its results may not relate to an earlier date in more than six months from the date of filing of the prospectus in the National Securities Market Commission.

4. The prospectus shall be reproduced in the words of Article 21 (1) of this Royal Decree.

5. The information leaflet must be signed by a person with sufficient representation of the issuer or offeror.

Article 19. Additional content in the case of outliers.

1. In the case of public tenders which are subject to securities to which a typical statutory scheme is not applicable, or where this is possible, variations on the typical arrangements provided for in the applicable legal provisions, The prospectus shall collect the following additional information:

(a) Definition of the legal status of securities, with the specification of procedures to ensure the certainty and effectiveness of the rights of the first holder and of the following.

b) Reasoned justification that the issuance of such securities, their legal status or the guarantees they incorporate do not preclude the provisions of mandatory rules.

2. In particular, in the case of securities other than convertible bonds which confer an option to acquire other securities, they must be clearly identified; their ownership or availability by the issuer of the securities conferring the right option, and the guarantees of its immobilization or affectation to the results of the possible exercise of the options granted, the legal provision or clause of the statutes of the issuing entity of the values object of the option that will cover the issue of the latter, and the time limit for the exercise of that procedure, the procedure to be followed for the exercise of option, and the data relating to the issuer of the securities which are the subject of the option, in the detail set out in Article 18 (1) (b) and (c).

If the issuer of the securities conferring the option is the same as that of the securities which are the object of the option, and these consist of shares already issued, it must be expressly stated that the maximum amount of the shares affected by the Any financial year does not exceed the issuer's statutory self-portfolio.

In all cases where the option of the right to the acquisition of outstanding shares, rules of the same content as those laid down for the obligations convertible into Article 293 and in the paragraphs shall be collected. 2, second paragraph, and 3 of Article 294 of the Law on Limited Companies.

Article 20. Other special contents.

1. Where the issue is personally guaranteed by third parties, the information provided for in Article 18 (1) (b) and (c) shall also be given in respect of the guarantors, unless it is the State or an Autonomous Community. It shall also contain complete information on the personal or real guarantees to be provided in each case; and in particular for real guarantees, information on the outcome of the valuation of the goods shall be included. by independent expert, which shall be added to the prospectus as an annex.

2. In the event that their use is intended and this is not prohibited by the applicable rules, detailed and complete information on the coupons or similar accessory values intended to facilitate the exercise or transmission of the any of the rights generated by the principal securities of the issue concerned, or the provisional certificates to be used as long as the final values are not issued, with the expression, in the latter case, of the maximum period of their use.

3. If a director or coordinator is involved in the placement, the statement referred to in Article 31 (2), which shall contain the following, shall be entered in the prospectus, signed by a person with sufficient representation. manifestations:

a) That you have carried out the necessary checks to verify the accuracy and completeness of the information contained in the prospectus.

b) That, as a result of these checks, no circumstances are observed that contradict or alter the information contained in the prospectus, nor does it omit any significant facts or data that may be relevant to the prospectus. investor. Such a declaration shall not relate to the data subject to the audit of accounts.

4. Where there are entities to ensure placement, the particulars of the insurance relationship or contracts and, in particular, the guarantees required of the issuer, the types of risk assumed and the type of risk, shall be included in the prospectus. (i) consideration of the obligation of the insurer in the event of non-compliance, as well as those other relevant elements to enable the investor to form judgment on the issue.

5. Where appropriate, the particulars or conditions resulting from the authorisation granted in accordance with the provisions of Article 5 (1) shall also be included in the prospectus.

6. The National Securities Market Commission may require the issuer to include in the prospectus any additional information it deems necessary.

You may also include warnings and considerations in the prospectus that facilitate your analysis and understanding.

Article 21. Registration of the prospectus.

1. The registration of the prospectus by the National Securities Market Commission shall not imply a recommendation for the subscription or purchase of the securities, nor shall it make any statement on the solvency of the issuing entity or the return on the issue.

2. Without prejudice to the responsibilities that may arise from the failure to comply with the requirements of Article 5 of this Royal Decree, and provided that the period of placement of the issue or public offering has not been completed, it may be accepted by the National Securities Market Commission the temporary registration of the documents provided for in that provision.

3. Inaccuracies or omissions in the contents of the prospectus which, because of their importance, prevent or disturb the formation of the complete and reasoned judgment referred to in Article 15, shall be treated as a lack of registration of the prospectus.

Article 22. Triptych.

1. In the case of emissions or offers in which commercial advertising is used for the promotion of the acquisition or subscription of securities, the issuer or offeror, on the basis of the information contained in the prospectus, shall draw up an information leaflet in which the the main data and risks relating to the offer and the issuer are easily understood. In any case, the triptych will refer to the existence of the prospectus registered in the National Securities Market Commission and the possibilities of access to it. The National Commission shall verify that the content of the triptych is in accordance with the information in the prospectus.

2. Prior to the disbursement, the issuer, the managing entity and the colocation entities shall make available to all of their branches sufficient copies available to all acquirers or subscribers.

Article 23. Editing and making available.

1. The information leaflet shall be published by the issuing or offeror entity in sufficient numbers and made available to the persons concerned before the start of the placement period.

2. If the issuer or the offeror provides information on the placement in question by free access telematic means, it shall be obliged to include the information contained in the prospectus and in the triptych.

3. Any event not contemplated or not provided for in the prospectus or any inaccuracy in its content that may significantly influence the price of the securities, and which is known after the prospectus is recorded and before the end of the prospectus. subscription period, must be entered in a supplement to the prospectus. The supplement will be filed with the National Securities Market Commission immediately and will be subject to registration and advertising on identical terms as the prospectus.

The provisions of the foregoing paragraph shall be without prejudice to the obligation referred to in Article 82 of Law 24/1988 of 28 July 1988 on the Stock Market, in relation to the information to be made public by the issuers of securities. '

Article 4. Amendments to Section VI of Chapter II of Royal Decree 291/1992 on issues and public offerings for the sale of securities.

Section VI of Chapter II of Royal Decree 291/1992, of 27 March 1992, shall be renamed 'Advertising and term of offer', and shall adopt the following text:

" Article 24. Advertising.

1. The advertising carried out by the issuers or bidders will be in accordance with the provisions of Law 34/1988 of 11 November, General of Advertising, and in this Royal Decree.

2. The advertising carried out by the issuers or offerors shall contain clear and truthful information on the essential characteristics of the offer. No message whose ideas and quantifications cannot be found in the prospectus or which provides a comprehensive view of the issue or offer other than that referred to in the prospectus may not be disseminated for promotional purposes.

3. In all the advertising carried out on the occasion of the placement, it must be expressly mentioned, and in the form in which the National Commission of the Market of Securities determines, according to the means of communication in question, the existence of the Brochure, the place where it can be obtained free of charge, indicate that it has been registered with the National Commission and indicate the ways in which it may be requested.

4. The National Securities Market Commission may require at any time, by means of a reasoned agreement, the rectification or cessation of that advertising that does not respect the provisions of the Law and this Royal Decree.

Advertising should be available at all times for supervision by the National Securities Market Commission.

Article 25. Opening and closing of the public offering.

1. The public offering period for the subscription or sale of marketable securities shall be initiated within the month following the notification by the National Securities Market Commission of the registration of the relevant information leaflet, unless, The National Securities and Exchange Commission expressly requested the extension of the deadline for the purpose of the exceptional circumstances.

2. After the period of the public offer, the issuing entity will forward to the National Commission of the Market of Securities, for its making available to the public, information on the result of the procedure of adjudication employed and the dissemination reached in the placement, extending this obligation to the expected exchange assumptions in emissions subject to verification. Such information shall conform to the models and instructions and shall be forwarded within the time limit set by the National Securities Market Commission. '

Article 5. Amendments to Section VII of Chapter II of Royal Decree 291/1992 on issues and public offerings for the sale of securities.

Section VII of Chapter II of Royal Decree 291/1992 will be renamed: "Specialties of international and non-resident offers", and will adopt the following wording:

" Article 26. Specialties of international and non-resident emissions or offers.

1. In the case of simultaneous emissions or offers in Spain and abroad, the issuer or offeror may register in Spain the prospectus in the international format provided that its global content complies with the information requirements required by the Spanish legislation.

In the case of issuers or offerors resident in other Community countries, the prospectus may be the same as that which has been subject to prior checking by the competent authorities of any other Member State; however, to be added to the additional information indicated by the Ministry of Economy and Finance in relation to the tax and legal arrangements of the securities, the entity or entities that are responsible for the placement and the financial service thereof, and the publication of the information for Spanish investors.

All documents must be translated into Spanish by official translator.

2. In the case of a public issue or offer made in Spain in which the issuer or the offeror of the securities is not based on national territory, the following rules shall apply:

(a) The supporting documents of the agreements referred to in Article 5 (2) (b) shall be adapted to the rules of the country in which the issuer or offeror is domiciled.

However, in the case of issues or offers made by international bodies of a public nature, the rules of the issuer itself will be in place.

(b) The audit report referred to in Article 5 (2) (c) shall comply with the rules of the country of the issuer's domicile.

If that country is not a member of the European Union, the National Securities Market Commission may require the report to express the differences between the criteria used and those generally accepted in Spain, as well as indicate the changes or impact on the financial statements in question.

3. Where a prospectus is submitted for verification and registration by the National Securities Market Commission, not previously submitted to the competent authorities of another Member State of the European Union, for an issue or a public offering for the sale of securities allowing access, immediately or deferred, to the share capital of an entity that is located in a Member State other than Spain and whose shares are admitted to trading on a stock exchange that country, the National Securities Market Commission may decide only on the prospectus to be present, after having consulted the authorities of the Member State in which the seat of the issuer is located. '

Article 6. Amendments to Chapter III "Modification of the securities in circulation" of Royal Decree 291/1992 on issues and public offers for the sale of securities.

Article 27 will have the following wording:

" Article 27. Change of values in circulation.

1. Any change in the characteristics of securities already issued which would entail a substantial alteration of the rights or obligations of its holders or which reduce its guarantees shall be subject to compliance with the requirements referred to in Article 4 (1). the following paragraphs of this Article.

2. The issuing institution shall submit to the National Securities Market Commission within a maximum of five working days from the date following the date of adoption of the call agreement of the competent body to decide on it, a communication setting out the amendment to be made.

3. The issuer shall submit to the National Securities Market Commission, for its registration, certification of the agreement to modify the registered issue and a reduced prospectus containing the new characteristics of the securities already issued and the changes produced. This obligation shall be fulfilled within five working days of the adoption of the amending agreement.

4. Any public reference to securities which have been the subject of an amendment shall contain an express reference to it, indicating its content and the date on which it was produced. '

Item seventh. Amendment to Chapter IV "Of the public offerings for the sale of securities" of Royal Decree 291/1992, on issues and public bids for the sale of securities.

Article 29 (4) is repealed.

Article 8. Amendments to Chapter V "Professional activities related to the emissions or public offers of sale" of Royal Decree 291/1992, on issues and public bids for the sale of securities.

Chapter V of Royal Decree 291/1992 will adopt the following wording:

" Article 30. Colocation entities.

1. For the purposes of this Royal Decree, a colocation entity shall mean any entity that mediates, on behalf of the offeror, in the distribution to the public of the securities, with or without commitment to insurance or acquisition. Institutions shall not have the consideration of institutions that perform only activities of mere management of payments or disbursements, custody of securities, maintenance of accounting records or other similar.

2. Colocation entities may not provide persons other than the group of colocation entities participating in the issue or offer and the issuer or offeror, information on the existing claim and their prices or any other related data. with the development of the issue or offer, if at the same time they do not make such data public by the relevant relevant fact. In any event, such information shall relate to the state of the claim in all the tranches in which the issue or offer may be distributed.

Such entities may not publish reports on the issuer between the date of registration of the prospectus and the end of the placement, except in the case of periodic reports to be published in accordance with a calendar preestablished.

Article 31. Steering or coordinating entities.

1. For the purposes of this Royal Decree, it shall have the consideration of a principal entity to which the issuer or the offeror has granted a mandate to prepare the placement of the securities and to organise all the necessary operations in the most appropriate manner. appropriate for the fulfilment of the objectives set by the issuer or offeror.

It will have the consideration of the coordinating entity that receives the task of controlling the state and evolution of the demand or of coordinating the activities of the various insurance and colocation entities involved in the operation, to which it will represent in its relations with the issuer or offeror.

2. The managing body or, where appropriate, the coordinating entity shall carry out the appropriate actions and checks to ensure the accuracy and completeness of the information contained in the prospectus in accordance with the provisions of the Article 20 (3) of this Royal Decree.

Article 32. Insurance institutions.

An insurance institution shall, for the purposes of this Royal Decree, be deemed to assume in relation to the issuer or the offeror the undertaking to ensure the economic result of the transaction against the risk of placement. "

Article ninth. Amendments to Chapter VI "Information and sanctioning regime" of Royal Decree 291/1992 on issues and public bids for the sale of securities.

Chapter VI of Royal Decree 291/1992 will be worded as follows:

" Article 33. Duty of information.

1. Issuers and securities providers shall provide the National Securities Market Commission, within the time limit set by the Securities Market Commission, with any information requested from them in connection with the placements they carry out or project, whether or not they are subject, or partially, to the requirements set out in this Royal Decree.

Likewise, the National Securities Market Commission may require, for statistical purposes, the mandatory remission of periodic periodic information.

2. The National Securities Market Commission may also establish the obligation for issuers, securities providers, or any other person or entity involved in the placement, to make public the information it considers to be relevant in relation to the securities issued or offered, the situation of the issuer or offeror, or the placement procedure.

3. The provisions of the preceding paragraphs shall, where appropriate, extend to persons and entities involved in or mediating the placement, including those covered by the preceding chapter.

Article 34. Rules of conduct.

Issuers, offerors and entities involved in the preparation, design, launch, placement and other activities relating to issues or public offerings of securities shall be subject to the rules of conduct contained in Title VII of Law 24/1988 of 28 July, of the Securities Market, and in the provisions that develop it.

Article 35. Sanctioning regime.

The violation of the precepts contained in this Royal Decree shall be punishable in accordance with the provisions of Title VIII of Law 24/1988 of 28 July of the Stock Market. "

Article 10. Amendment of the first provision of Royal Decree 291/1992 on issues and public offers for the sale of securities.

1. Paragraph 3 of the first provision of Royal Decree 291/1992 shall be worded as follows:

" 3. In cases where the prospectus for issue or public tender contains a forecast for the admission of securities to trading on the stock exchange, it shall serve for the verification referred to in Article 32 of the Law 24/1988 of 28 July 1988 on the Market of Securities, provided that the admission takes place before the end of the period laid down in the prospectus, which may in no case exceed six months.

In such cases, the prospectus and, where appropriate, the triptych will be made available to the public at the registered office of the Bags where the securities will be admitted to trading, in addition to the places mentioned in the article 23 of this Royal Decree. ' 2. Paragraph 2 of the additional provision of Royal Decree 291/1992 is hereby repealed.

CHAPTER II

Amendments to Royal Decree 377/1991 of 15 March 1991 on the disclosure of significant shares in listed companies and acquisitions by those of their own shares

Item 11th. Changes in Chapter I 'Communication of significant shareholdings in listed companies' in Royal Decree 377/1991 of 15 March 1991 on the disclosure of significant shares in listed companies and their acquisition by those companies own actions.

1. Article 1.1 shall remain as follows:

" 1. Acquisitions or transfers of shares of companies whose shares are admitted to trading on stock exchange that determine that the percentage of capital held by the acquirer reaches 5 per 100 or its successive multiples, or that the transfer of power falls below one of those percentages, shall be communicated to the offeree company, to the companies of the Stock Exchanges in which its shares are admitted to trading and to the Commission National of the Stock Market, in accordance with the provisions of this Royal Decree.

The percentage referred to in the preceding paragraph shall be 1 per 100, or its successive multiples, provided that the acquirer, or acting on his behalf, has his residence in a tax haven, in accordance with current legislation, or a country or territory which does not have a supervisory authority on the stock markets or where, even where it exists, it refuses to exchange information with the National Securities Market Commission. The countries or territories in the latter case will be specified by the Minister of Economy and Finance on a proposal from the National Securities Market Commission. "

2. In Article 2, a paragraph is added to paragraph 1 and a paragraph 4 is created with the following redactions:

" An acquisition of shares shall be treated as the conclusion of agreements or agreements with other shareholders under which the parties are required to adopt, by means of a concerted exercise of the voting rights, that (a) a lasting common policy with regard to the management of the Company. The breakdown or amendment of such agreements or agreements shall also be the subject of communication. "

" 4. In the event of the conclusion of the agreements or conventions referred to in the second subparagraph of paragraph 1, it shall be considered to be the holder of the holding party which has previously held the largest number of voting rights. "

3. In Article 4, a new paragraph e) and a new paragraph are added with the following redactions:

" (e) When the acquirer has no legal personality, the management company or the representative or administration on the estate shall be obliged to carry out the communication.

For the purposes of declaration by foreign persons or entities, the concept of non-resident established in the current regulations on foreign investments in Spain will be considered. "

4. New wording is given to Article 5:

" Administrators of companies whose shares are admitted to trading on a Stock Exchange shall communicate to the entities referred to in Article 1 the shares of the company that they are holders at the time of access. to the charge, or a negative manifestation otherwise, as well as all the acquisitions or transfers of shares of those companies which they carry out on their own, through companies which they control or through other persons, with independence of the amount. "

5. Article 6 (2) shall be worded as follows:

" 2. Identical communication shall be made by those who have access to the status of an administrator of a company whose shares are admitted to trading on a Stock Exchange, with reference to the date of acceptance of the appointment, and by persons natural or legal persons representing whom they have access to the said charge, with reference to the date specified above. '

6. In Article 8.1, a new paragraph is added with the following text:

" Identification of persons, natural or legal persons, with whom an agreement or agreement has been concluded as a result of which the circumstance under which communication occurs, indicating the specific participation of the each intervener and other essential elements thereof. '

7. Paragraph (c) of Article 10.1 shall be as follows:

" c) Incorporation to the Public Records of the National Securities Market Commission that may also decide to apply other broadcast systems. To that end, the entries referred to in the case of a communication which has been made known within the framework of the supervisory powers may be used as a trade mark. '

Article twelfth. Amendments to Chapter II 'Communication of the acquisition of own shares by listed companies' of Royal Decree 377/1991 of 15 March 1991 on the disclosure of significant shares in listed companies and acquisitions by of own shares.

A new paragraph 3 is added to Article 18:

" 3. The National Securities Market Commission may modify the records or provide any information when it accredits, after hearing the data subjects, the inaccuracy or lack of veracity of the data communicated. "

CHAPTER III

Amendments to Royal Decree 116/1992 of 14 February on the representation of securities by means of account and clearing and settlement of stock transactions

Article 13th. Amendments to Chapter I 'Common provisions' of Title I 'Representation of securities by means of annotations in the account' of Royal Decree 116/1992 of 14 February 1992 on the representation of securities by means of an account and clearing and settlement of stock trades.

1. A new paragraph is added at the end of Article 18.1 with the following:

" Also, other certifications may also be issued that credit, either the existence of judicial or administrative liens, the constitution of garments or any other act or circumstance that has had access to the record. "

2. Article 21.5 is amended as follows:

" 5. Except as in the last subparagraph of Article 18 (1), the validity of which shall be that of the circumstances in which they account, the certificates shall expire for the duration of the period in which they are established, which may not exceed six months, or in their absence, within three months of their issue. "

Article 14. The following amendments are made to Chapter II "Accounting of Securities Admitted to Negotiation in Official Secondary Markets" of Title I of Royal Decree 116/1992, on the representation of securities by means of account and clearing and settlement of stock transactions.

1. A new paragraph 4 is added to Article 32, with the following wording:

" 4. Without prejudice to the foregoing, the Minister for Economic Affairs and Finance may, for certain categories of securities, create any other system of control of the system and the registration and cancellation of positions in the accounting records that complement or replace the record reference. "

2. A new paragraph 4 is added to Article 36, with the following wording:

" From the moment that the issuing entities have their shares or other securities issued by them represented by means of annotations in account, recorded in the Service of Compensation and Settlement of Securities, they acquire the obligation to communicate to that Service any circumstances affecting the issuing entity and having an effect on the content of rights and obligations of those securities, as well as the duty to keep data on the entity up to date consten in the Service. "

3. A new paragraph 3 is added to Article 38 with the following text:

" 3. The provisions of paragraph 1 of this Article shall apply to the entries into which the transfer of securities resulting from transactions which, in the execution of monetary policy, is carried out by the Banco de España, the Central Bank, shall take place. European and the central banks of the European System of Central Banks. '

4. A new paragraph is added to Article 43 with the following wording:

" For the specific case of the Public Debt and in development of the provisions of paragraph (f) of Article 38 of Law 24/1988, of July 28, of the Stock Market, the following are established the bases that will regulate the relations between the different securities settlement systems in charge of the Public Debt register.

irrespective of the nationality of the issuer, and in order to facilitate the settlement of transactions on securities of public debt which the European System of Central Banks uses in the implementation of the Monetary policy, the Banco de España may establish connections with securities settlement systems, in which such classes of securities are recorded. In particular these links may be materialized in:

(a) The opening of accounts in the Central of Public Debt Market Annotations to other securities clearing and settlement systems in which the global balances of Spanish Public Debt can be recorded foreign investors annotated through such systems, and,

(b) The Central of Annotations may be held to account in the settlement systems of securities of other countries in which the foreign public securities balances corresponding to those that are acquire the Banco de España itself by implementing monetary policy, as well as those who acquire the entities attached to the Money Market Telephone Service and the Annotations Central. The latter shall bear the record of the individual balances of these classes of securities held by their attached entities. '

Item 15th. Amendments to Chapter I "General provisions" of Title II "Settlement and clearing of stock transactions" of Royal Decree 116/1992 on the representation of securities by means of account and clearing and settlement of securities stock trades.

1. Two new, second and third paragraphs are added to Article 55 (1) with the following content:

" Without prejudice to the foregoing paragraph, nor the multilateral clearing procedure indicated therein, nor the provisions contained in this Title, shall apply to the settlement of the operations which, in implementation of monetary policy, are carried out by the Banco de España, the European Central Bank and the central banks of the European System of Central Banks.

The compensation of the stock and cash balances arising from the transactions referred to in the preceding paragraph shall be managed by the Service in collaboration with the Bank of Spain, in the terms established in the Convention which, on a proposal from these, and after report of the National Commission of the Market of Securities, approve the Minister of Economy and Finance. "

2. A second subparagraph is added to Article 55 (2) with the following content:

" Likewise, the Autonomous Communities with competence in the matter may approve, prior to the report of the National Securities Market Commission, agreements between the Bank of Spain and the Services referred to in the paragraph (a) in order to regulate the clearing of securities and cash balances arising from transactions in the execution of monetary policy on securities recorded in those Services. "

Article sixteenth. Amendments to Chapter III "Cash clearance" of Title II of Royal Decree 116/1992 on the representation of securities by means of account and clearing and settlement of stock transactions.

A new paragraph 4 is added to Article 60 with the following literal tenor:

" 4. Without prejudice to the above paragraphs, the Securities Clearing and Settlement Service may establish the necessary arrangements with appropriate national or international entities or bodies, to settle transactions in those currencies for which the liquidation through the Bank of Spain's Treasury bills is not possible. "

Article seventeenth. Amendments to Chapter IV "Securities on Market Guarantee" of Title II of Royal Decree 116/1992 on the representation of securities by means of accounting and clearing and settlement of securities transactions.

1. Article 61 (2) is reworded with the following wording:

" 2. The total amount of the security corresponding to all the entities participating in the settlement of the transactions shall be determined by the Securities Clearing and Settlement Service, who shall account for the National Market Commission. Securities which, within a period of 15 days, from the communication of the Service, may suspend its application if it considers that in its determination the current rules have been infringed or the principles which, according to the present Royal, have been infringed Decree, they must inspire the clearing and settlement of securities. The security shall not exceed the result of applying the daily maximum fluctuation of the quotations to the average of the daily positions to be settled. The annual estimate shall be reviewed and specified on a monthly basis in the light of the evolution of the volume of the stock market activity in order to ensure, on a permanent basis, a sufficient level of guarantee. The distribution of the overall figure thus determined among the various entities participating in the liquidation shall be carried out by the Clearing and Settlement Service and Securities in proportion to the total risk that each of them brings to the system. The share of the share allocated to each Entity shall also be reviewed on a monthly basis, taking into account the total risk to the system. "

2. Article 63 (3) is amended as

:

" 3. Where the security of any entity adhered to, by reason of the causes provided for in the preceding paragraph or by any other entity, shall fall below the minimum level set for the current month, the Securities Clearing and Settlement Service shall require the person concerned to The National Securities Market Commission, acting on a proposal from the Securities Clearing and Settlement Service, has been set up by the National Securities Market Commission. If the bond has not been restored, the Service may agree to the temporary suspension of the delinquent entity in its condition as an attached entity and will grant it a new seven-day period for the deposit, giving account of this to the National Securities Market Commission. The latter has expired, the National Securities Market Commission will initiate a sanctioning file in accordance with the provisions of Title VIII, Chapter II of the Securities Market Law. If the attached entity holds the status of a member of a Stock Exchange, the governing company shall suspend it in this condition until the suspension agreed by the Service is maintained unless it guarantees to the satisfaction that its operations will be properly cleared through another or other attached entities. "

3. Article 64 (1) shall be as follows:

" 1. If one or more of the attached entities is at a higher risk than the coverage of their security, the Securities Clearing and Settlement Service shall require them to be within the maximum period of time, prior and general, to have been established by the National Securities Market Commission on the proposal of the Securities Clearing and Settlement Service, to supplement their bail. If the requested entity does not do so, the Service may agree to its provisional suspension on the condition of an attached entity, immediately giving the National Securities Market Commission the account, acting in the other way in the form provided for in this Article. in Article 63 (3) above. '

Article eighteenth. Amendments to Chapter I "Clearing and Settlement Service" of Title III "Clearing and Settlement of Securities and Settlement Services", on the representation of securities by means of account and clearing and settlement of stock trades.

1. A new paragraph is added to Article 66 (1) with the following text:

"The Service shall manage the compensation of the securities or cash balances arising from the operations referred to in the second and third subparagraphs of Article 55 (1) in the terms provided for therein."

2. Article 66.4 is amended as follows:

" 4. The Securities Clearing and Settlement Service may participate in the capital of entities engaged in the clearing and settlement activity or the carrying out of the securities accounting register, as well as maintaining account in another deposit system (a) centralised securities or clearing and settlement. '

3. The first paragraph of Article 69.2 shall be read as follows:

" 2. The Company's shareholders will be shareholders of the Securities Exchange and, with the exception of the Banco de España, the entities attached, with two caveats in respect of the latter. "

Article nineteenth. Amendments to Chapter II "Entities attached to the Securities Clearing and Settlement Service" of Title III of Royal Decree 116/1992 on the representation of securities by means of account and clearing and settlement of securities stock trades.

1. The reference to the Banco de España in paragraph (a) of Article 76.2 shall be deleted.

2. A new paragraph 3 is added to Article 76 which will be as follows:

" 3. The Bank of Spain may also be attached. "

3. A new paragraph 4 is added to Article 76, which will have the following wording:

" 4. All aspects related to the activities to be carried out as entities adhered by the subjects referred to in paragraph 2 (c) of this article, as well as, where appropriate, those relating to their participation in the social capital of the Service, your eventual contribution to the security, compliance with the precise requirements and any other questions of technical or procedural nature, will be subject to regulation by the Service of Compensation and Settlement of Securities. This regulation will require the approval of the National Securities Market Commission. "

4. A new paragraph 3 is added to Article 78 with the following wording:

" 3. The Banco de España will be able to acquire the status of an attached entity by demonstrating to the Service and to the National Securities Market Commission, its intention to access it. The acquisition of such a condition shall take place at the time when the Minister for Economic Affairs and Finance approves the convention referred to in the third subparagraph of Article 55 (1). "

CHAPTER IV

Amendments to Royal Decree 1814/1991 of 20 December, governing the official markets for futures and options

Article 20. Changes in Chapter I 'Of the futures and financial options markets' of Royal Decree 1814/1991 of 20 December on the official markets for futures and options.

1. The last indent of Article 3.2 (b) shall be repealed.

2. A new paragraph 5 is added to Article 5, which will have the following text:

" 5. Without prejudice to the foregoing paragraphs, amendments to the general conditions of contracts deemed to be of little relevance by the National Securities Market Commission shall be directly approved by the National Securities Market Commission, the reports referred to in paragraph 2 of this Article are not accurate. '

Article twenty first. Amendments to Chapter II "Of the Companies Rector of Futures and Options Markets" of Royal Decree 1814/1991 of 20 December, which regulates the official markets for futures and options.

1. Article 12 (1) (a) is amended as follows:

" (a) That the standard contractual documents which must be signed by the customers with the market members, conform to the models approved by the Rectoring Society and clearly collect the rights and obligations arising from them, with particular reference to the risks involved. The definition of these risks must be included in an independent clause of the contract. "

2. Article 9.2 shall remain as follows:

" 2. The appointment of the members of the Board of Directors, in whose election the provisions of Article 137 of the Law on Limited Companies, and of the Director-General shall apply, shall be communicated to the National Commission of the Market of Securities within a period of two days from their acceptance, with such appointment being authorised if the latter does not expressly express his opposition within 15 days of receipt of the notification. '

Article twenty-second. Amendments to Chapter III "Of the members of the futures and financial options markets" of Royal Decree 1814/1991 of 20 December on the official markets for futures and options.

1. Article 15.3 is worded as follows:

" 3. The condition of a member of the market shall be granted by the Rectoring Company, upon request of the data subject, in accordance with the procedures provided for in the Market Regulation. This request shall be accompanied by a certificate issued by the National Securities Market Commission or the Bank of Spain, according to the type of entity concerned, as proof of the applicant's compliance with the conditions that are listed in paragraph 2 above. The National Securities Market Commission or the Banco de España may condition the issuance of the said certificate to the accreditation of the capacity, experience and endowment of technical means for the development of the activity. The application may be refused only or the condition of a member withdrawn for failure to comply with the conditions laid down in the Market Regulation. '

Article twenty-third. Changes in Chapter V of the Royal Decree 1814/1991 of 20 December on the markets for citrus fruit and futures, on the basis of which the official markets for futures and options are regulated.

Article 23.1 will remain as follows:

" 1. The approval of the general terms of the contracts for citrus futures and options shall require the report of the bodies referred to in Article 21, replacing those reports with those provided for in Article 5 (2). derogation from the report of the National Securities and Exchange Commission, which will be equally mandatory when the Minister for Economic Affairs and Finance has adopted the competition pursuant to Article 5 (1).

Changes to these general conditions will be subject to the same procedure as intended for approval. The exception is those that, in the opinion of the National Securities Market Commission, are of little relevance for not affecting the essential characteristics of those, in which case they will be authorized directly by the latter, not resulting in precise reports referred to in the preceding paragraph. '

CHAPTER V

Amendments to Royal Decree 1197/1991 of 26 July on the regime of public takeover bids

Article twenty-four. Amendments to Chapter IV 'Acceptance of the offer and settlement of transactions' in Royal Decree 1197/1991 of 26 July 1991 on the arrangements for public offering for the acquisition of securities.

Article 28.1 of Royal Decree 1197/1991 will be in the following terms:

" 1. Public procurement bids that would have been successful when the consideration consists of money, shall be settled by the procedure established for that purpose by the Securities Clearing and Settlement Service. the date of the corresponding stock market operation on the day of publication of the result of the offer in the Quote:

CHAPTER VI

Amendments to Royal Decree 1416/1991 of 27 September 1991 on special securities transactions and on OTC transmission of quoted securities and weighted average changes

Article twenty-fifth. Amendments to Chapter I 'Stock trading arrangements' of Royal Decree 1416/1991 of 27 September 1991 on special securities transactions and on the OTC transmission of securities traded and weighted average changes.

A new paragraph 4 is added to Article 5 with the following content:

" 4. With the exception of the duty to communicate to the bodies referred to in Article 2 (2) (e), the provisions of paragraphs 2 and 3 above shall not apply to transactions which, in the execution of monetary policy, are carried out by the the Banco de España, the European Central Bank and the central banks of the European System of Central Banks.

Single additional disposition. Basic character.

The provisions contained in this Royal Decree are declared basic in accordance with the provisions of Article 149.1.6., 11. and 13. of the Constitution.

Single transient arrangement. Transitional arrangements for emissions and public tenders for the sale of securities already reported.

The issues and public bids for the sale of securities communicated to the National Securities Market Commission prior to the entry into force of this Royal Decree shall be governed in full by the applicable law at the time of the entry into force of this Royal Decree. the communication.

Single end disposition. Regulatory enablement.

The Minister of Economy and Finance is empowered and, with his express rating, the National Securities Market Commission, to dictate how many provisions are necessary for the development of this Royal Decree, without prejudice of the specific ratings contained in its articles.

Given in Madrida7dedecember 1998.

JOHN CARLOS R.

The Second Vice President of the Government

and Minister of Economy and Finance,

RODRIGO DE RATO Y FIGAREDO