31 Amendments of Markus FERBER related to 2022/0411(COD)
Amendment 111 #
Proposal for a regulation
Recital 8
Recital 8
(8) To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 125 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.
Amendment 115 #
Proposal for a regulation
Recital 16
Recital 16
Amendment 119 #
Proposal for a regulation
Recital 23
Recital 23
Amendment 125 #
Proposal for a regulation
Recital 34
Recital 34
(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers and comes with a high degree of uncertainty. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.
Amendment 129 #
Proposal for a regulation
Recital 51
Recital 51
(51) The Commission should, after an appropriate time period after the date of application of this amending Regulation, review the application of Regulation (EU) 2017/1129 and assess in particular whether the provisions on the prospectus summary, on the disclosure regimes for the EU Follow-on prospectus, on the EU Growth issuance documentprospectus and on the universal registration document remain appropriate to meet the objectives pursued by those provisions. It is also necessary to lay down that that report should analyse the relevant data, trends and costs in relation to the EU Follow-on prospectus and for the EU Growth issuance documentprospectus. In particular, that report should assess whether those new regimes strike a proper balance between investor protection and the reduction of administrative burdens. The Commission should also assess whether further harmonisation of the provisions for prospectus liability is warranted and, if that is the case, consider amendments to the liability provisions set out in Article 11.
Amendment 154 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point b – point i
Article 1 – paragraph 1 – point 1 – point b – point i
Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da
Article 1 – paragraph 4 – point da
(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 450 % of the number of securities already admitted to trading on the same market;
Amendment 172 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 3 – Paragraph 2 – subparagraph 1 – point b
Article 3 – Paragraph 2 – subparagraph 1 – point b
(b) the total aggregated consideration in the Union for the securities offered is less than EUR 125 000 000 per issuer or offeror calculated over a period of 12 months.
Amendment 179 #
Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c
Article 1 – paragraph 1 – point 6 – point c
Regulation (EU) 2017/1129
Article 6 – paragraph 4
Article 6 – paragraph 4
4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be of maximum length of 300 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 203 #
Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii
Article 1 – paragraph 1 – point 10 – point a – point ii
Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 2 – point f
Article 13 – paragraph 1 – subparagraph 2 – point f
Amendment 204 #
Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii
Article 1 – paragraph 1 – point 10 – point a – point ii
Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 2 – point g
Article 13 – paragraph 1 – subparagraph 2 – point g
Amendment 206 #
Proposal for a regulation
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Regulation (EU) 2017/1129
Article 14b – paragraph 3
Article 14b – paragraph 3
3. The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially retail investors, to make an informed investment decision, taking into account the regulated information that has already been disclosed to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565*3.
Amendment 207 #
Proposal for a regulation
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Regulation (EU) 2017/1129
Article 14b – paragraph 5
Article 14b – paragraph 5
5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 50 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 213 #
Proposal for a regulation
Article 1 – paragraph 1 – point 14
Article 1 – paragraph 1 – point 14
Regulation (EU) 2017/1129
Article 15a – paragraph 5
Article 15a – paragraph 5
5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 75 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 216 #
Proposal for a regulation
Article 1 – paragraph 1 – point 16 – point a
Article 1 – paragraph 1 – point 16 – point a
Regulation (EU) 2017/1129
Article 17 – paragraph 1 – point a
Article 17 – paragraph 1 – point a
(a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than 32 working days after the final offer price or amount of securities to be offered to the public has been filed; or;
Amendment 220 #
Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point a – point i
Article 1 – paragraph 1 – point 17 – point a – point i
Regulation (EU) 2017/1129
Article 19 – paragraph 1 – subparagraph 1 – introductory part
Article 19 – paragraph 1 – subparagraph 1 – introductory part
Information that is to be included in a prospectus pursuant to this Regulation and the delegated acts adopted on the basis of it, shallmay be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:;
Amendment 226 #
Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point b
Article 1 – paragraph 1 – point 18 – point b
Regulation (EU) 2017/1129
Article 20 – paragraph 6b
Article 20 – paragraph 6b
6b. By way of derogation from paragraphs 2 and 4, the time limits set out in paragraph 2, first subparagraph, and paragraph 4 shall be reduced to 75 working days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least 5 working days before the date envisaged for the submission of an application for approval.;
Amendment 237 #
Proposal for a regulation
Article 1 – paragraph 1 – point 20 – point a
Article 1 – paragraph 1 – point 20 – point a
Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1
Article 23 – paragraph 2 – subparagraph 1
Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within 32 working days after the publication of the supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.
Amendment 238 #
Proposal for a regulation
Article 1 – paragraph 1 – point 20 – point e
Article 1 – paragraph 1 – point 20 – point e
Regulation (EU) 2017/1129
Article 23 – paragraph 4a
Article 23 – paragraph 4a
4a. A supplement to a base prospectus shall not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus unless this is required by legal necessities.;
Amendment 246 #
Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a
Article 2 – paragraph 1 – point 5 – point a
Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1
Article 17 – paragraph 1 – subparagraph 1
An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3) where those steps are connected with bringing about a set of circumstances or an. In case of a protracted process, the issuer shall only be required to disclose the final event.;
Amendment 251 #
Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b
Article 2 – paragraph 1 – point 5 – point b
Regulation (EU) No 596/2014
Article 17 – paragraph 1b
Article 17 – paragraph 1b
1b. An issuer shall ensure the confidentiality of the information which meets the criteria of inside information set out in Article 7 until that information is disclosed pursuant to paragraph 1. Where the confidentiality of that inside information is no longer ensured, the issuer shall disclose that inside information to the public as soon as possible.;
Amendment 257 #
Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c
Article 2 – paragraph 1 – point 5 – point c
Regulation (EU) No 596/2014
Article 17 – paragraph 4 – subparagraph 2
Article 17 – paragraph 4 – subparagraph 2
Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediatelyat the latest three days after the decision to delay is taken.;
Amendment 272 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b
Article 2 – paragraph 1 – point 6 – point b
Amendment 282 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e
Article 2 – paragraph 1 – point 6 – point e
Regulation (EU) No 596/2014
Article 18 – paragraph 9
Article 18 – paragraph 9
ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. The review shall be guided by the objective to reduce the content of insider lists to the minimum of information that is necessary to effectively identify the persons on the list and to reduce compliance costs for the issuers.
Amendment 287 #
Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a
Article 2 – paragraph 1 – point 7 – point a
Regulation (EU) No 596/2014
Article 19 – Paragraph 8
Article 19 – Paragraph 8
8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 205 000 has been reached within a calendar year. The threshold of EUR 205 000 shall be calculated by adding without netting all transactions referred to in paragraph 1. Thresholds for different securities shall be calculated separately.
Amendment 313 #
Proposal for a regulation
Article 2 – paragraph 1 – point 13 – point a – point ii
Article 2 – paragraph 1 – point 13 – point a – point ii
Regulation (EU) No 596/2014
Article 30 –paragraph 2 – point j – point iii
Article 30 –paragraph 2 – point j – point iii
(iii) for infringements of Article 17, 2 % of its total annual turnover according to the last available accounts approved by the management body. Instead of the minaximum amount based on the total annual turnover, competent authorities may exceptionalalternatively impose maximum administrative sanctions of at least EUR 2 500 000, or, where the legal person is an SME, EUR 1 000 000, or in the Member States whose currency is not the euro, the corresponding values in the national currency on 2 July 2014 if they deem that the amount for the administrative sanction based on the total annual turnover would be disproportionately low with respect to the circumstances referred to in Article 31(1), points (a), (b), (d), (e), (f), (g) and (h);
Amendment 316 #
Proposal for a regulation
Article 2 – paragraph 1 – point 13 – point a – point ii
Article 2 – paragraph 1 – point 13 – point a – point ii
Regulation (EU) No 596/2014
Article 30 – paragraph 2 – point j – point iv
Article 30 – paragraph 2 – point j – point iv
(iv) for infringements of Articles 18 and 19, 0,8 % of its total annual turnover according to the last available accounts approved by the management body. Instead of the minimum amount based on the total annual turnover, competent authorities may exceptionally imposeimpose maximum administrative sanctions of at least EUR 1 000 000, or where the legal person is an SME, EUR 400 000, or in the Member States whose currency is not the euro, the corresponding values in the national currency on 2 July 2014 if they deem that the amount for the administrative sanction based on the total annual turnover would be disproportionately low with respect to the circumstances referred to in Article 31(1), points (a), (b), (d), (e), (f), (g) and (h);
Amendment 327 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex I – Title IV
Annex I – Title IV
The purpose of this section is to provide the option to incorporate by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.
Amendment 328 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex I – Title VI
Annex I – Title VI
The purpose is to describe the main risks faced by the issuer and their impact on the issuer’s future performance, as well as the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.
Amendment 329 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex II – Title III
Annex II – Title III
The purpose of this section is to provide the option to incorporate by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.
Amendment 330 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex I – Title VI
Annex I – Title VI
The purpose of this section is to describe the main risks faced by the issuer and their impact on the issuer’s future performance.
Amendment 337 #
Proposal for a regulation
Annex II
Annex II
The management report as referred to in Chapters 5 and 6 of Directive 2013/34/EU for the periods covered by the historical financial information including, where applicable, the sustainability reporting, mustay be incorporated by reference.