13 Amendments of Andreas SCHIEDER related to 2020/0155(COD)
Amendment 8 #
Proposal for a regulation
Recital 2
Recital 2
(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while protecting the interests of retail investors, pensioners and consumers, in order to incentivise financial participation and turn savers into investors. Access to equity financing for small and medium enterprises (SMEs), entrepreneurs and the social economy has become even more crucial with a view to the COVID-19 recovery. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
Amendment 11 #
Proposal for a regulation
Recital 2 a (new)
Recital 2 a (new)
(2a) The current situation makes European companies and especially SMEs and start-ups more fragile and vulnerable. The removal of unjustified barriers and red tape where appropriate, in order to facilitate and diversify funding sources for European companies, with a particular focus on SMEs, including start-ups and mid-caps, can help promoting their ability to access equity markets, and to access more diverse, longer-term and more competitive investment opportunities for retail and large investors.
Amendment 15 #
Proposal for a regulation
Recital 5
Recital 5
(5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the Council16 or Commission Delegated Regulation (EU) 2017/56517 . Hence, many of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances and should only focus on essential, accurate, and up-to-date information that any investors need to make informed investment decisions. Information should be provided in a clear and intelligible manner so as to enable individual investors to assess and understand the risks in their own capacity. The information should be made easily accessible to any citizens by the competent authority of the Member State where the offer is issued, and by the issuer, where possible. __________________ 15Regulation (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). 16 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38). 17Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).
Amendment 18 #
Proposal for a regulation
Recital 7
Recital 7
(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors, savers, SMEs and start-ups. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision.
Amendment 20 #
Proposal for a regulation
Recital 7 a (new)
Recital 7 a (new)
(7a) Unharmonised practices regarding the structure of the information presented in the EU Recovery Prospectus could be to the detriment of investors’ clear understanding and increase market fragmentation. In order to provide an appropriate level of clarity throughout the Union, issuers should present information from Annex Va in the same order as presented in that Annex.
Amendment 23 #
Proposal for a regulation
Recital 10 a (new)
Recital 10 a (new)
(10a) In order to avoid the bankruptcy of many European companies, one of the main objectives of this amending Regulation should be to make it easier for investors to assess companies, since it is usually difficult for them to evaluate young and small firms with a short business record, thus hindering innovative openings, especially by young entrepreneurs.
Amendment 32 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 7 – paragraph 12 a – point b a (new)
Article 7 – paragraph 12 a – point b a (new)
(ba) written in a language that is accepted by the competent authority of the Member States where the offer is issued;
Amendment 37 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 2
Article 14 a – paragraph 2 – subparagraph 2
The information contained in the EU Recovery prospectus shall be written and presented in an intelligible, easily analysable, concise and comprehensible form and shall enable investorsy investors, in particular SMEs and savers, in order to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information 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. The competent authority shall ensure that the Recovery prospectus is easily accessible to any investors.
Amendment 40 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 5
Article 14 a – paragraph 2 – subparagraph 5
Amendment 43 #
Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b a (new)
Article 1 – paragraph 1 – point 7 – point b a (new)
Regulation (EU) 2017/1129
Article 23 – paragraph 7 a (new)
Article 23 – paragraph 7 a (new)
(ba) the following paragraph is added: "7a. The time limits provided for in Article 23(2) and (3) should expire on [18 months from the date of application of this Regulation]."
Amendment 48 #
Proposal for a regulation
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point b
Article 48 – paragraph 2 – point b
(b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burdens for the persons entitled to use it;
Amendment 53 #
Proposal for a regulation
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e
Article 48 – paragraph 2 – point e
(e) an analysis of whether the EU Recovery prospectuses strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burden for the persons entitled to use it.;
Amendment 67 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex Va – section I – paragraph 1
Annex Va – section I – paragraph 1
The purpose is to promote greater transparency and identify the company issuing shares, including its legal entity identifier (‘LEI’), its Member State of incorporation and the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it competes, its organisational structure and, where applicable, information incorporated by reference.