L 345/64 Official Journal of the European Union 31.12.2003 DIRECTIVE 2003/ 71 /EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Com- munity, and in particular Articles 44 and 95 thereof, Having regard to the proposal from the Commission (!), Having regard to the opinion of the European Economic and Social Committee (), Having regard to the opinion of the European Central Bank (), Acting in accordance with the procedure laid down in Article 251 of the Treaty (4, Whereas: (1) Council Directives 80/390/EEC of 17 March 1980 coor- dinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing () and 89/298/EEC of 17 April 1989 coordi- nating the requirements for the drawing up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the public () were adopted several years ago introducing a partial and complex mutual recognition mechanism which is unable to achieve the objective of the single passport provided for by this Directive. Those directives should be upgraded, updated and grouped together into a single text. (2)  Meanwhile, Directive 80/390/EEC was integrated into Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securi- ties to official stock exchange listing and on information to be published on those securities ("), which codifies several directives in the field of listed securities. (3)  For reasons of consistency, however, it is appropriate to regroup the provisions of Directive 2001/34/EC which stem from Directive 80/390/EEC together with Directive 89/298/EEC and to amend Directive 2001/34/EC accordingly. (4 This Directive constitutes an instrument essential to the achievement of the internal market as set out in time- table form in the Commission communications ‘[Risk 1 0] C 240 E, 28.8.2001, p. 272 and OJ C 20 E, 28.1.2003, p. 122. ) O] C 80, 3.4.2002, p. 52. O] C 344, 6.12.2001, p. 4. *) Opinion of the European Parliament of 14 March 2002 (O] C 47 E, 27.2.2003, p. 417), Council Common Position of 24 March 2003 (O] C 125 E, 27.5.2003, p. 21) and Position of the European Parlia- ment of 2 July 2003 (not yet published in the Official Journal). Decision of the Council of 15 July 2003. () OJ L 100, 17.4.1980, p. 1. Directive as last amended by Directive of the European Parliament and of the Council 94/18/EC (O] L 135, 31.5.1994, p. 1). () OJ L 124, 5.5.1989, p. 8. () OJ L 184, 6.7.2001, p. 1. () () () () capital action plan’ and ‘Tmplementing the framework for financial market: Action Plan’ facilitating the widest possible access to investment capital on a Community- wide basis, including for small and medium-sized enter- prises (SMEs) and start-ups, by granting a single passport to the issuer. On 17 July 2000, the Council set up the Committee of Wise Men on the regulation of European securities markets. In its initial report of 9 November 2000 the Committee stresses the lack of an agreed definition of public offer of securities, with the result that the same operation is regarded as a private placement in some Member States and not in others; the current system discourages firms from raising capital on a Community- wide basis and therefore from having real access to a large, liquid and integrated financial market. In its final report of 15 February 2001 the Committee of Wise Men proposed the introduction of new legislative techniques based on a four-level approach, namely framework principles, implementing measures, coopera- tion and enforcement. Level 1, the directive, should confine itself to broad, general ‘framework’ principles, while Level 2 should contain technical implementing measures to be adopted by the Commission with the assistance of a committee. The Stockholm European Council of 23 and 24 March 2001 endorsed the final report of the Committee of Wise Men and the proposed four-level approach to make the regulatory process for Community securities legisla- tion more efficient and transparent. The resolution of the European Parliament of 5 February 2002 on the implementation of financial services legisla- tion also endorsed the Committee of Wise Men's final report, on the basis of the solemn declaration made before Parliament the same day by the Commission and the letter of 2 October 2001 addressed by the Internal Market Commissioner to the chairman of Parliament's Committee on Economic and Monetary Affairs with regard to the safeguards for the European Parliament's role in this process.