BETA

Activities of Antanas GUOGA related to 2015/0268(COD)

Plenary speeches (1)

2016/11/22
Dossiers: 2015/0268(COD)

Shadow opinions (1)

2016/11/22
Committee: IMCO
Dossiers: 2015/0268(COD)
Documents: PDF(207 KB) DOC(821 KB)

Amendments (18)

Proposal for a regulation
Recital 21

(21) Harmonisation of the information contained in the prospectus should provide equivalent investor protection at Union level. In order to enable investors to make an informed investment decision, that information should be sufficient and objective including with regard to the financial circumstances of the issuer and the rights attaching to the securities, and should be provided in an easily analysable, succinct and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the ~~minimum~~simplified disclosure requirements for secondary issuances and for SMEs. A prospectus should not contain information which is not ~~material or~~ specific to the issuer and the securities concerned, as this could obscure the information relevant to the investment decision and thus undermine investor protection.

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 43

(43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs which are the main driver of the EU economy in the Union. As such companies usually need to raise relatively lower amounts than other issuers, the cost of drawing up a prospectus can be disproportionately high and complicated administrative procedures may deter them from offering their securities to the public. At the same time, because of their size and shorter track record, SMEs might carry a higher investment risk than larger issuers and should disclose sufficient information for investors to take their investment decision. A proper balance should therefore be struck between the cost- efficient access to financial markets and investor protection when calibrating the content of a prospectus applying to SMEs and a specific disclosure regime should therefore be developed for SMEs to achieve that objective.

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 44

(44) The ~~minimum~~reduced information required to be disclosed by SMEs under the specific disclosure regime should ~~be calibrated in a way that~~ focuses on information that is material and relevant for companies of such size and their investors~~, and~~. It should aim at ensuring proportionality between the size of the company and its fundraising needs, on the one hand, and the cost of producing a prospectus, on the other hand. In order to ensure SMEs can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specific disclosure regime for SMEs should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the key information necessary to the investors is disclosed.

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 47

(47) Favourable treatments granted to issuances of non-equity securities with a denomination per unit in excess of EUR 100 000 may distort the structure of debt markets, create impediments to proper diversification of portfolios and to the development of electronic trading platforms, thus undermining liquidity on the secondary market, and may reduce investment choice for retail investors by depriving them of the opportunity to acquire investment-grade corporate bonds. It is therefore appropriate to remove the prospectus exemption for offers of non-equity securities whose denomination per unit amounts to at least EUR 100 000 and the lower standard of disclosure granted to prospectuses concerning such non-equity securities, featured originally in Directive 2003/71/EC. In particular, it is appropriate to unify the minimum information requirements for non-equity prospectuses, thereby replacing the dual standard of disclosure between issuances targeting qualified investors only and issuances targeting non-qualified investors.deleted

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 53

(53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities. ESMA should play a key role in fostering supervisory convergence in this field by using its powers under Regulation (EU) No 1095/2010 of the European Parliament and of the Council13 . In particular, ESMA should conduct peer reviews covering activities of the competent authorities under this Regulation within an appropriate time-frame before the review of this Regulation and in accordance with Regulation (EU) No 1095/2010. ESMA should create an online platform in order to simplify the prospectus process, its procedures, and make the information easily accessible through the monitoring and approval stages. __________________ 13 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC, (OJ L 331, 15.12.2010, p. 84)

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 1 – paragraph 3 – point b

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 2 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 120 000 000. in the Union, and

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 2 a (new)

The Commission shall harmonise the rules based on which this consideration shall be drafted.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 2 b (new)

The Commission shall supervise and prevent that by such actions Member States do not hamper the fragmentation of the single market.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include a summary providing the key information that investors need in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read together with the other parts of the prospectus, shall aids investors when considering whether to invest in such securities.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) an introduction containing warnings that include a possible loss of their investment if this would occur;

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 16 – paragraph 2

2. ESMA shall develop guidelines on the assessment by competent authorities of the specificity and materiality of risk factors and ~~on the~~its allocation ~~of risk factors~~ across categories.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 18 – paragraph 4 – subparagraph 1

In order to ensure consistent harmonisation in relation to this Article, ESMA ~~may~~shall develop draft regulatory technical standards to update the list mentioned in paragraph 1 by including additional types of documents required under Union law to be filed with or approved by a public authority.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 19 – paragraph 4 – point a

(a) it shall inform the issuer, the offeror or the person asking for admission to trading on a regulated market within 10 working days of the submission of the draft prospectus and/or supplementary information, and state the reasons for the decision therefor, and

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 19 – paragraph 11

11. ESMA shall use its powers under Regulation (EU) No 1095/2010 to promote supervisory convergence with regard to the scrutiny and approval processes of competent authorities when assessing the completeness, consistency and comprehensibility of the information contained in a prospectus. In particular, ESMA shall foster convergence regarding the efficiency, methods and timing of the scrutiny by the competent authorities of the information given in a prospectus. ESMA shall create an online platform in order to simplify the prospectus process, its procedures, and make the information easily accessible through the monitoring and approval stages.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 19 – paragraph 12

12. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall also organise and conduct at least one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers' ability to raise capital in the European Union. The report on this peer review shall be published no later thatn three years after the date of application of this Regulation and be accessible online format too. In the context of this peer review, ESMA shall, where appropriate, request opinions or advice from the Securities and Markets Stakeholder Group referred to in Article 37 of Regulation (EU) No 1095/2010.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member States shall conclude supervisory cooperation arrangements with ~~supervisory~~the competent authorities of third countries concerning the exchange of information ~~with supervisory authorities in third countries~~ and the enforcement of obligations arising under this Regulation in third countries. Those supervisory cooperation arrangements shall ensure ~~at least~~ an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 124 months after entry into force of this Regulation].

2016/04/27
Committee: IMCO