Commission Regulation (EC) No 809/2004 (repealed)Show full title

CHAPTER IV Information and incorporation by reference

Article 27 Publication of the document referred to in Article 10(1) of Directive 2003/71/EC

1. The document referred to in Article 10(1) of Directive 2003/71/EC shall be made available to the public, at the choice of the issuer, the offeror or the person asking for admission to trading on a regulated market, through one of the means permitted under Article 14 of that Directive in the home Member State of the issuer.

2. The document shall be filed with the competent authority of the home Member State and made available to the public at the latest 20 working days after the publication of the annual financial statements in the home Member State.

3. The document shall include a statement indicating that some information may be out-of-date, if such is the case.

Article 28 Arrangements for incorporation by reference

1. Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents:

(1)

annual and interim financial information;

(2)

documents prepared on the occasion of a specific transaction such as a merger or demerger;

(3)

audit reports and financial statements;

(4)

memorandum and articles of association;

(5)

earlier approved and published prospectuses and/or base prospectuses;

(6)

regulated information;

(7)

circulars to security holders.

2. The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of Article 19 of Directive 2003/71/EC.

3. If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information.

4. The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

5. When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.