- The Royal Decree of 22 December 1995 on the admission of financial instruments to official listing on a stock exchange has replaced the Royal Decree of 28 February 1993 without, however, introducing any significant changes. This Royal Decree of 22 December 1995 came into force on 1 February 1996.

- The Royal Decree of 13 February 1996, which came into force on 7 March 1996, has laid down an accelerated and less expensive procedure for the approval of the listing particulars to be published for the admission of financial instruments to stock exchange listing in Belgium.

If the issuer wishes to follow the accelerated procedure and submits on that purpose a formal request to the Banking and Finance Commission, this procedure may be adopted for applications for admission of financial instruments issued by:

# companies whose securities are admitted to official stock exchange listing in Belgium or

# companies whose shares are admitted to a market, whether or not regulated, of a Member State or non-Member State of the European Community, provided that the non-regulated markets and the regulated markets of non-EC States are included in a list drawn up by the Minister of Finance.

The accelerated procedure differs from the classic procedure laid down in Title II of Royal Decree 185 (deadline for the examination: 1 month) by introducing for both the issuer and the Banking and Finance Commission successive stages with time limits for the different phases of the examination of the dossiers:

# first phase: filing of a dossier with the Banking and Finance Commission which examines whether this dossier is complete (time limit for notifying whether the dossier is complete or not: one day; if the dossier is incomplete, it has to be completed within ten working days by the issuer);

# second phase: from the day the Banking and Finance Commission has notified that the dossier is complete, it has two, four, six or eight days, depending on the case, to examine the contents of the dossier (verification whether the information provided is accurate or adequate).

The Banking and Finance Commission has compiled a practical guide with regard to the accelerated procedure.

- In many cases the Royal Decree of 13 February 1996 also imposes an upper limit - from BEF 10,000 to BEF 25,000 depending on the case - on the remuneration payable to the Banking and Finance Commission for the approval of the listing particulars.

- The Royal Decree of 13 February 1996 has also relaxed the procedure for the mutual recognition of listing particulars by authorizing the Banking and Finance Commission to accept applications for recognition before the listing particulars have been approved by the competent authority of the other Member State but provided that they will be approved.

- The Banking and Finance Commission authorizes the issuers, if so desired, to publish, next to the full prospectus, a short-form prospectus of two or three pages with the core information about the transaction and the issuer.

New possible exemptions from the obligation to publish listing particulars

The Royal Decree of 1 September 1995 amending the Royal Decree of 18 September 1990 in respect of the obligations arising out of the admission of securities to official stock exchange listing, authorizes the Banking and Finance Commission to grant a complete or partial exemption from the obligation to publish listing particulars for the admission of securities to official stock exchange listing in Belgium in two new cases:

# if the securities whose admission is requested, have already been admitted to official stock exchange listing in another Member State of the European Community for at least three months;

# if companies whose shares have already been listed on the second market of a Belgium Stock Exchange for at least two years wish to have their securities admitted to the official listing.

This Royal Decree thus transposes the Directive 94/18/EC into Belgian law, which authorizes the Member States to incorporate these possible exemptions from the publication of listing particulars into their national law without, however, obliging them to do so.

Continuing reporting obligations

- The Law of 6 April 1995 on the secondary markets, the legal status and supervision of investment firms, intermediaries and investment advisers does not introduce any significant changes in the continuing reporting obligations incumbent upon the issuers listed in Belgium. It does, however, fundamentally modify the organization and the division of the powers of control between the authorities responsible for ensuring that these obligations are complied with:

# the stock exchanges consisting of two bodies:

= the Board of Directors with representatives of the different professional activities carried out on the securities markets, whose primary duty is to outline the general policy of the stock exchange;

= the Management Committee, a newly created body consisting of independent persons appointed by the Minister of Finance, is an autonomous administrative authority (market authority) charged in particular with:

+ the observance by the issuers of securities of the legal and regulatory provisions with respect to price sensitive information;

+ the observance of the provisions with respect to insider trading.

# the Banking and Finance Commission whose powers have been modified:

= it is no longer entrusted with the first-line supervision with respect to price sensitive information and insider trading (in particular the investigations) but remains in charge of the first-line supervision of periodic information (half-yearly reports and annual accounts);

= it is entrusted with the second-line supervision of the Management Committees of the stock exchange; this means that it supervises the introduction of and the compliance with the organization and the procedures of these Management Committees.

The Law of 6 April 1995 is completed by a number of implementing Decrees, in particular two Royal Decrees of 3 July 1996 on the obligations with regard to periodic information and occasional information respectively, incumbent upon issuers whose financial instruments are admitted to official stock exchange listing. The Law of 6 April 1995 came into force on 1 January 1996. The Royal Decree of 3 July 1996 repealing the Royal Decree of 18 September 1990 in respect to the obligations arising out of the admission of securities to official stock exchange listing in Belgium came into force on 1 August 1996.

- It should be pointed out that the Law of 6 April 1995 also regulates the legal status and the supervision of the investment firms, i.e. the firms whose usual activities consist of the professional provision of investment services (transposition of the European Directive on investment services into Belgium law).