63 Amendments of Tom VANDENKENDELAERE related to 2015/0268(COD)
Amendment 150 #
Proposal for a regulation
Recital 12
Recital 12
(12) For offers of securities to the public of awith a total consideration belowin the Union of less than EUR 51 000 000, the cost of producing a prospectus in accordance with this Regulation is likely to be disproportionate to the envisaged proceeds of the offer. It is therefore appropriate that the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale. Member States should refrain tocan request issuers to provide a document, not subject to prior approval, describing the offer and setting out the general information relating to the issuer. Member States should however refrain from imposeing at national level disclosure requirements which would constitute a disproportionate or unnecessary burden in relation to such offers and thus increase fragmentation of the internal market.
Amendment 159 #
Proposal for a regulation
Recital 13
Recital 13
(13) Where offers of securities to the public are addressed only to domestic investors in one Member State, and thus have no cross-border effects, and where such offers do not exceed a total consideration of EUR 10 000 000, the passport mechanism under this Regulation is not needed and drawing up a prospectus may represent a disproportionate cost. Therefore it is appropriate to allow Member States to decide to exempt such kinds of offers from the prospectus obligation set out in this Regulation, taking into account the level of domestic investor protection they deem to be appropriate. In particular, Member States should be free to set out in their national law the threshold between EUR 51 000 000 and EUR 10 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.
Amendment 169 #
Proposal for a regulation
Recital 20
Recital 20
(20) A valid prospectus, drawn up by the issuer or the person responsible for drawing up the prospectus and available to the public at the time of the final placement of securities through financial intermediaries or in any subsequent resale of securities, provides sufficient information for investors to make an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the issuer and any guarantor, and the rights attaching to the securities for the purpose of investment decisions. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use. The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required. However, in the event that the issuer or the person responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. In that case, the financial intermediary should be liable for the information in the prospectus, including all information incorporated by reference and, in the case of a base prospectus, final terms.
Amendment 172 #
Proposal for a regulation
Recital 21
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, succinctfocused and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the minimumproportionate disclosure requirements for secondary issuances and for SMEs and issuers seeking admission to trading on SME growth markets. 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.
Amendment 176 #
Proposal for a regulation
Recital 22
Recital 22
(22) The summary of the prospectus should be a useful source of information for investors, in particular retail investors. It should be a self-contained part of the prospectus and should focus on key information that investors need in order to be able to decide which offers and admissions to trading of securities to consider furtherhey want to study further by looking into the whole of the prospectus with the purpose of making an informed investment decision. Such key information should convey the essential characteristics of, and risks associated with, the issuer, any guarantor, and the securities offered or admitted to trading on a regulated market. It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 180 #
Proposal for a regulation
Recital 23
Recital 23
(23) The summary of the prospectus should be short, simple, clear and easy for investors to understand. It should be drafted in plain, non-technical language, presenting the information in an easily accessible way. It should not be a mere compilation of excerpts from the prospectus. It is appropriate to set a maximum length for the summary in order to ensure that investors are not deterred from reading it and to encourage issuers to select the information which is essential for investors. Competent authorities should, however, retain the flexibility to extend the maximum length of the summary where the complexity of the issuer's business, the nature of the issue, or the nature of the securities issued so requires.
Amendment 184 #
Proposal for a regulation
Recital 33
Recital 33
(33) An issuer which has filed and received approval for a universal registration document for three consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed. However, such prior approval of the universal registration document should still be necessary when there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.
Amendment 186 #
Proposal for a regulation
Recital 35
Recital 35
(35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval, including, where applicable, the universal registration document and amendments thereto, where they have been previously filed with the competent authority but not. However, in the case of a frequent issuer having filed a universal registration document without prior approval, the universal registration document and amendments made to that document since it was filed should not be subject to approval as part of ap provedspectus.
Amendment 190 #
Proposal for a regulation
Recital 40
Recital 40
(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on the actual impact of the issue on the financial structure of the issuer, including such elements as the terms of the offer and its context, including the working capital statement, (for equity securities), capitalisation and indebtedness (for equity securities), conflict of interests (for equity securities), the use of proceeds, risk factors specific to the issuer and the securities, board practices, directors’ remuneration, shareholding structure or relating-party transactions (for equity securities). As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. Given that information disclosed on an ongoing and ad hoc rather than a specific periodic basis is more complex for investors to assemble, a summarised and structured presentation of the most recent and relevant information should be provided. To avoid such a requirement defeating the whole purpose of an alleviated regime for secondary issuances, ESMA should develop draft regulatory technical standards to clarify the content and format of the summarised presentation. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).
Amendment 194 #
Proposal for a regulation
Recital 41
Recital 41
(41) The specificproportionate disclosure regime for secondary issuances should be extended to SME growth markets as their operators are required under Directive 2014/65/EU to establish and apply rules ensuring appropriate ongoing disclosure by issuers whose securities are traded on such venues.
Amendment 196 #
Proposal for a regulation
Recital 42
Recital 42
(42) The specificproportionate disclosure regime for secondary issuances should only be available for use after a minimum period of time has elapsed since the initial admission to trading of a class of securities of an issuer. A delay of 18 months should ensure that the issuer has complied at least once with its obligation to publish an annual financial report under Directive 2004/109/EC or under the rules of the market operator of an SME growth market.
Amendment 197 #
Proposal for a regulation
Recital 43
Recital 43
(43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs 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 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 and issuers seeking admission to SME growth markets to achieve that objective.
Amendment 202 #
Proposal for a regulation
Recital 44
Recital 44
(44) The minimum information required to be disclosed by SMEs and issuers seeking admission to SME growth markets 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 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 and issuers seeking admission to SME growth markets can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specificproportionate SME and SME growth market 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.
Amendment 204 #
Proposal for a regulation
Recital 45
Recital 45
(45) The specificproportionate disclosure regime should be made available to offers of securities to the public by SMEs whose securities are traded on multilateral trading facilities, including SME growth markets, as such trading venues can serve as the gateway to capital markets for SMEs and are subject to less stringent rules with regard to disclosure than regulated markets. SME growth markets in particular are a promising instrument to allow smaller, growing companies to raise capital. The successfulness of these future tailor-made trading venues is, however, also dependent on their attractiveness to companies of a certain size. Moreover, given that operators of SME growth markets are required under Directive 2014/65/EU to establish and apply rules ensuring appropriate ongoing disclosure by issuers, high quality disclosure standards will apply to all issuers on those SME growth markets. Therefore, it is appropriate to extend the proportionate disclosure regime to all issuers seeking admission to SME growth markets. It is also appropriate to extend the definition of SMEs to SMEs as defined in Directive 2014/65/EU to ensure consistency between this Regulation and Directive 2014/65/EU. SMEs whose securities are not traded on any trading venue should also be eligible to this disclosure regime as they may also be required to draw up a prospectus when offering their securities to the public, including through crowdfunding platforms. However, SMEs listed on regulated markets should not be eligible to use this regime because investors on regulated markets should feel confident that the issuers whose securities they invest in are subject to one single set of disclosure rules. Therefore there should not be a two-tier disclosure standard on regulated markets depending on the size of the issuer.
Amendment 207 #
Proposal for a regulation
Recital 47
Recital 47
Amendment 209 #
Proposal for a regulation
Recital 48
Recital 48
(48) The primary purpose of including risk factors in a prospectus is to ensure that investors make an informed assessment of such risks and thus take investment decisions in full knowledge of the facts. Risk factors should therefore be limited to those risks which are material and specific to the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality. A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summaryNational competent authorities should encourage issuers to only include material and issuer- or security-specific risk factors.
Amendment 221 #
Proposal for a regulation
Recital 56
Recital 56
(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and the supervision of such advertisements is an integral part of the role of competent authoritie. In view of their proximity, better comprehension of the language and more profound knowledge of the relevant national legislation, the competent authorities of the Member States where the advertisements are disseminated should be competent for the supervision of such advertisements.
Amendment 274 #
Proposal for a regulation
Article 1 – paragraph 3 – point c a (new)
Article 1 – paragraph 3 – point c a (new)
(ca) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 280 #
Proposal for a regulation
Article 1 – paragraph 3 – point d
Article 1 – paragraph 3 – point d
(d) an offer of securities with a total consideration in the Union of less than EUR 51 000 000, which shall be calculated over a period of 12 months;
Amendment 337 #
Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point a
Article 3 – paragraph 2 – subparagraph 1 – point a
(a) the offer is made only in that Member Statenot subject to notification in accordance with Article 24, and
Amendment 349 #
Proposal for a regulation
Article 6 – paragraph 1
Article 6 – paragraph 1
1. Without prejudice to Article 14(2) and Article 17(2), tThe prospectus shall contain the necessary information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors. Necessary information means the information which a reasonable investor would require and expect to find in the prospectus in order to make an informed assessment of: (a) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor,; and of(b) the rights attaching to suched to the securities being offered to the public; for the purpose of investing in those securities. Thate necessary information shall be presented in an easily analysable, succinct and comprehensible formmay differ depending on: (a) the particular nature of the issuer; (b) the type of securities; (c) the circumstances of the issuer; (d) where relevant, the type of investor targeted in the offer to the public or admission to trading, the likely knowledge of such type of investor, and the market on which the securities are to be admitted to trading; (e) any information made available to investors further to requirements imposed on the issuer of the securities under Union or national law or the rules of any competent authority; (f) the applicability of any proportionate disclosure regime as set out in Article 14 and Article 15; In the event that information is omitted from the prospectus pursuant to Article 17(2), the prospectus may still satisfy the requirement in paragraph 1.
Amendment 353 #
Proposal for a regulation
Article 6 – paragraph 1 a (new)
Article 6 – paragraph 1 a (new)
1a. That information shall be drafted and presented in an easily analysable and comprehensible form.
Amendment 367 #
Proposal for a regulation
Article 7 – paragraph 2 a (new)
Article 7 – paragraph 2 a (new)
2a. The summary shall be read as an introduction to the prospectus.
Amendment 368 #
Proposal for a regulation
Article 7 – paragraph 3 – introductory part
Article 7 – paragraph 3 – introductory part
3. The summary shall be drawn up as a short document written in a concise manner and of a maximum of sixten sides of A4-sized paper when printed. ItBy way of derogation from the first subparagraph, the competent authority may extend the maximum length of the summary where the complexity of the issuer's business, the nature of the issue, or the nature of the securities issued so requires. The summary shall:
Amendment 382 #
Proposal for a regulation
Article 7 – paragraph 5 – introductory part
Article 7 – paragraph 5 – introductory part
5. The introduction of the summary shall contain: (a) the name of the securities, (b) the identity and contact details of the issuer, the offeror orincluding its legal entity identifier (LEI); (c) the identity and contact details of the offeror, including its LEI if the offeror has legal personality, or of the person seeking admission, (d) the identity and contact details of the home competent authority and the date of the document. It shall contain warnings that:
Amendment 394 #
Proposal for a regulation
Article 7 – paragraph 6 – point a – indent 1
Article 7 – paragraph 6 – point a – indent 1
- its domicile and legal form, the legislation under which it operates and, its country of incorporation and its LEI;
Amendment 407 #
Proposal for a regulation
Article 7 – paragraph 6 – point c
Article 7 – paragraph 6 – point c
(c) under a sub-section titled 'What are the key risks that are specific to the issuer?' a brief description of no more than five of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.
Amendment 410 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
- their type and class, any security identification numbertheir ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;
Amendment 417 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c
Article 7 – paragraph 7 – subparagraph 1 – point c
(c) under a sub-section titled 'Is there a guarantee attached to the securities?' a brief description of the nature and scope of the guarantee, if any, as well as a brief description of the guarantor including its LEI.
Amendment 421 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point d
Article 7 – paragraph 7 – subparagraph 1 – point d
(d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief description of no more than five of the most material risk factors specific to the securities, contained in the category of highest materiality according to Article 16.
Amendment 434 #
Proposal for a regulation
Article 7 – paragraph 10 a (new)
Article 7 – paragraph 10 a (new)
10a. Where the prospectus relates to the admission to trading on a regulated market of non-equity securities having a denomination of at least EUR 100 000, there shall be no requirement to provide a summary.
Amendment 439 #
Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 2
Article 7 – paragraph 11 – subparagraph 2
ESMA shall submit those draft regulatory technical standards to the Commission by [enter date 912 months after entry into force].
Amendment 448 #
Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2
Article 9 – paragraph 2 – subparagraph 2
After the issuer has had a universal registration document approved by the competent authority every financial year for three consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval, unless there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or there has been a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.
Amendment 451 #
Proposal for a regulation
Article 10 – paragraph 2 – subparagraph 2
Article 10 – paragraph 2 – subparagraph 2
Where an issuer has filed a universal registration document without approval, the entire documentation, including amendments toother than the universal registration document and the amendments made since its filing in the current financial year, shall be subject to approval, notwithstanding the fact that these documents remain separate.
Amendment 460 #
Proposal for a regulation
Article 14 – title
Article 14 – title
Amendment 461 #
Proposal for a regulation
Article 14 – paragraph 1 – subparagraph 1 – introductory part
Article 14 – paragraph 1 – subparagraph 1 – introductory part
1. The following persons may choose to draw up a prospectus under the minimumproportionate disclosure regime for secondary issuances, in the case of an offer of securities to the public or of an admission to trading of securities on a regulated market:
Amendment 462 #
Proposal for a regulation
Article 14 – paragraph 1 – subparagraph 2
Article 14 – paragraph 1 – subparagraph 2
The minimumproportionate disclosure regime shall consist of a specific summary, a specific registration document which may be used by persons referred to under (a), (b) and (c) and a specific securities note which may be used by persons referred to under (a) and (c).
Amendment 463 #
Proposal for a regulation
Article 14 – paragraph 2
Article 14 – paragraph 2
2. By derogation toIn accordance with the principles set out in article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimumproportionate disclosure regime for secondary issuances shallis only required to contain the relevantnecessary information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuera reasonable investor would require in relation to a secondary issuance for the purpose of making an informed assessment of: (a) the prospects of the issuer and of any guarantor; (b) the rights attaching to the securities; (c) the reasons for the issuance; (d) the use of the proceeds; (e) the effects of any acquisition(s) on the issuer; (f) the actual impact on the financial structure of the issuer. The information in the prospectus shall include: (a) minimum financial information covering the last financial year only and which can be incorporated by reference; (b) the working capital statement (for equity securities only); (c) capitalisation and indebtedness (for equity securities only); (d) a disclosure of any conflict of interest (for equity securities only); (e) a summarised and structured presentation of recent and relevant information disclosed under Regulation (EU) No. 596/2014. The specific summary is only required to cover the relevant information stipulated under the proportionate disclosure regime for secondary issuances. The information contained in the prospectus shall be drafted and presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision. .
Amendment 468 #
Proposal for a regulation
Article 14 – paragraph 3 – subparagraph 1
Article 14 – paragraph 3 – subparagraph 1
The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the minimumproportionate disclosure regime, taking into account the information which is already disclosed to the public under Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014.
Amendment 469 #
Proposal for a regulation
Article 14 – paragraph 3 a (new)
Article 14 – paragraph 3 a (new)
Amendment 471 #
Proposal for a regulation
Article 15 – title
Article 15 – title
Amendment 478 #
Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 1
Article 15 – paragraph 1 – subparagraph 1
SMEs and issuers seeking admission to trading on SME growth markets may choose to draw up a prospectus under the minimumproportionate disclosure regime for SMEs and SME growth markets in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market.
Amendment 482 #
Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 2
Article 15 – paragraph 1 – subparagraph 2
The minimumproportionate disclosure regime shall consist of a specific summary, a specific registration document and a specific securities note.
Amendment 486 #
Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 3
Article 15 – paragraph 1 – subparagraph 3
Amendment 489 #
Proposal for a regulation
Article 15 – paragraph 2
Article 15 – paragraph 2
2. Companies making use of the minimumproportionate disclosure regime referred to in paragraph 1 and offering shares or non- equity securities which are not subordinated, convertible or exchangeable, do not give a right to subscribe to or acquire other types of securities and are not linked to a derivative instrument, shall be entitledhave the option to draw up a prospectus under a format structured in the form of a questionnaire with standardised text, to be filled in by the issuer. For this purpose, both the specific registration document and the specific securities note shall be structured in that form.
Amendment 491 #
Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 1
Article 15 – paragraph 3 – subparagraph 1
The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the minimumproportionate disclosure regime and the optional format allowed under paragraph 2.
Amendment 492 #
Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 2 a (new)
Article 15 – paragraph 3 – subparagraph 2 a (new)
Amendment 494 #
Proposal for a regulation
Article 15 – paragraph 4
Article 15 – paragraph 4
4. ESMA shall develop guidelines addressed to SMEs and issuers seeking admission to trading on SME growth markets on how to draw up a prospectus under the format referred to in paragraph 2. The procedures set out in subparagraphs 2 to 4 of Article 16(3) of Regulation (EU) No 1095/2010 shall not apply.
Amendment 500 #
Proposal for a regulation
Article 16 – paragraph 1
Article 16 – paragraph 1
1. The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and/or the securities and are material for taking an informed investment decision, as corroborated by the content of the registration document and the securities note. They shall be allocated across a maximum of three distinct categories which shall differentiate them by their relative materiality based on the issuer's assessment of the probability of their occurrence and the expected magnitude of their negative impact.
Amendment 505 #
Proposal for a regulation
Article 16 – paragraph 2
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 allocation of risk factors across categorie. In addition, ESMA shall develop guidelines to assist competent authorities in their review of risk factors in a manner which encourages appropriate and focused risk factor disclosure by issuers.
Amendment 520 #
Proposal for a regulation
Article 19 – paragraph 9
Article 19 – paragraph 9
9. The level of fees charged by the competent authority of the home Member State for the approval of prospectuses, registration documents, including universal registration documents, supplements and amendments, as well as for the filing of universal registration documents, amendments thereto and final terms, shall be of a proportionate nature and shall be disclosed to the public at least on the website of the competent authority.
Amendment 530 #
Proposal for a regulation
Article 20 – paragraph 6
Article 20 – paragraph 6
6. At the latest from the beginning of the offer to the public or the admission to trading of the securities involved, ESMA shall publish all prospectuses received from the competent authorities on its website, including any supplements thereto, final terms and related translations where applicable, as well as information on the host Member State(s) where prospectuses are notified in accordance with Article 24. Publication shall be ensured through a storage mechanism providing the public with free of charge access and search functions. Key information contained in the prospectuses, such as the ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine-readable, including metadata.
Amendment 539 #
Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1
Article 21 – paragraph 5 – subparagraph 1
5. The competent authority of the home Member State where the advertisements are disseminated shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.
Amendment 544 #
Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1 a (new)
Article 21 – paragraph 5 – subparagraph 1 a (new)
Without prejudice to the powers laid down in Article 30(1), scrutiny by a competent authority of the advertisements shall not constitute a precondition for the offer to the public or the admission to trading to take place in any host Member State.
Amendment 545 #
Proposal for a regulation
Article 21 – paragraph 6
Article 21 – paragraph 6
6. The Commission shall be empowered to adopt delegated acts in accordance with Article 42 to further specify the provisions concerning advo ensure consistent harmonisation in relation to this Article, ESMA shall develop draft regulatory technical standards to specify the provisions laid down in paragraphs 2 to 4, including with regard to the dissemination of advertisements. ESMA shall submit those draft regulatory technical standards to the Commission by [insert date 12 months after date of entry into force]. Powert isements laid down in paragraphs 2 delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of this Regulation. (EU) No 1095/2010.
Amendment 546 #
Proposal for a regulation
Article 21 – paragraph 6 a (new)
Article 21 – paragraph 6 a (new)
6a. In accordance with the procedure laid down in Article 16 of Regulation (EU) No 1095/2010 and with a view to establishing consistent, efficient and effective supervisory practices and to ensuring the common, uniform and consistent application of Union law, ESMA shall issue guidelines and recommendations in respect of the control exercised by competent authorities under paragraph 5, including the time limits to be applied.
Amendment 547 #
Proposal for a regulation
Article 21 – paragraph 6 b (new)
Article 21 – paragraph 6 b (new)
6b. Any fee charged by a competent authority for the scrutiny of advertisements pursuant to this Article shall be at a proportionate level.
Amendment 551 #
Proposal for a regulation
Article 22 – paragraph 4
Article 22 – paragraph 4
4. Only one supplement shall be drawn up and approved where the significant new factor, material mistake or inaccuracy referred to in paragraph 1 concerns only the information contained in a registration document or a universal registration document and where this registration document or universal registration document is simultaneously used as a constituent part of several prospectuses. In that case, the supplement shall mention all the prospectuses to which it relates.
Amendment 577 #
Proposal for a regulation
Article 26 – paragraph 2
Article 26 – paragraph 2
Amendment 584 #
Proposal for a regulation
Article 26 – paragraph 3
Article 26 – paragraph 3
Amendment 628 #
Proposal for a regulation
Article 36 – paragraph 1 – subparagraph 1 a (new)
Article 36 – paragraph 1 – subparagraph 1 a (new)
Those administrative measures and sanctions shall be effective, proportionate and dissuasive.
Amendment 647 #
Proposal for a regulation
Article 47 – paragraph 2
Article 47 – paragraph 2
2. It shall apply from [enter date 124 months after entry into force].
Amendment 648 #
Proposal for a regulation
Article 47 – paragraph 3 – subparagraph 1
Article 47 – paragraph 3 – subparagraph 1
Member States shall take the necessary measures to comply with Article 11, Article 19(8), Article 29, Article 30, Article 36, Article 37, Article 38, Article 39, Article 40, and Article 41 by [enter date 124 months after entry into force].