Under Belgian law, public offers of securities and listing of securities to a Stock Exchange require the publication of a prospectus containing all the information necessary for the public to make an informed assessment as to the contemplated operation and as to the rights attached to the securities. All required information is specified in detail in the applicable regulations.

Such prospectus must be approved beforehand by the Belgian competent authority, i.e. the Banking and Finance Commission ("BFC").

In compliance with E.C. Directives, the Belgian Government has adopted in 1991 a regulation pursuant to which anyone who intends to request the listing to a Belgian Stock Exchange of securities the listing of which has been or is being obtained in another E.C. Member State within the last three months, provided that a prospectus for that listing has been approved by the competent authority of that Member State, may ask the BFC to recognize said prospectus for the listing in Belgium (Royal Decree of November 14, 1991 on the mutual recognition within the E.C. of prospectus).

The same rule applies to the public offer in Belgium of securities which were publicly offered in another E.C. Member State within the last three months. The recognition of the prospectus approved for that offer by the competent authorities of that Member State may be requested from the BFC.

Requests to that purpose should be addressed to the BFC at least 15 days before the contemplated operation, together with a file containing the required information and documents. A supplementary document containing the specific information relating to the operation in Belgium should be prepared and filed with the BFC, as well as a translation of the prospectus in one of Belgium's national languages, if it was not originally drafted in one of these languages.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
For further information contact Vincent Macq on + 32.2. 517.94.47.