Activities of Pervenche BERÈS related to 2015/0268(COD)
Plenary speeches (1)
Prospectus to be published when securities are offered to the public or admitted to trading (debate) FR
Amendments (14)
Amendment 158 #
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 105 000 000, 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 500 000 and EUR 105 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.
Amendment 166 #
Proposal for a regulation
Recital 18 a (new)
Recital 18 a (new)
(18a) In order to avoid the risks of regulatory arbitrage that could be detrimental to investors' protection, the home Member State for any issuer established in the Union should be the Member State where the issuer has its registered office, regardless of the type of securities issued.
Amendment 175 #
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, based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs), in order to be able to decide which offers and admissions to trading of securities to consider further. 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 193 #
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 such elements as the terms of the offer and its context, including the statement of capitalisation and indebtedness, the working capital statement, the use of proceeds, risk factors specific to the issuer and the securities, board practices, directors’ remuneration, shareholding structure or relating-party transactions. 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. __________________ 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 222 #
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, without prejudice to the passport mechanism under this Regulation, the supervision of such advertisements is an integral part of the role of the competent authorities of the Member States where the prospectus is advertised, given their intrinsic skills, notably their linguistic competences as well as their knowledge of local corporate and consumer laws, investors' culture and level of financial education.
Amendment 313 #
Proposal for a regulation
Article 2 – paragraph 1 – point m – point i
Article 2 – paragraph 1 – point m – point i
(i) for all issuers of securities established in the Union which are not mentioned in point (ii), the Member State where the issuer has its registered office;
Amendment 315 #
Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii
Article 2 – paragraph 1 – point m – point ii
Amendment 321 #
Proposal for a regulation
Article 2 – paragraph 1 – point m – point iii – introductory part
Article 2 – paragraph 1 – point m – point iii – introductory part
(iii) for all issuers of securities established in a third country which are not mentioned in point (ii), the Member State where the securities are intended to be offered to the public for the first time or where the first application for admission to trading on a regulated market is made, at the choice of the issuer, the offeror or the person asking for admission, subject to a subsequent choice by issuers established in a third country in either of the following circumstances:
Amendment 340 #
Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b
Article 3 – paragraph 2 – subparagraph 1 – 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 105 000 000.
Amendment 358 #
Proposal for a regulation
Article 7 – paragraph 1
Article 7 – paragraph 1
1. The prospectus shall include a summary providing the key information that investors need based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs) 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, aids investors when considering whether to invest in such securities.
Amendment 464 #
Proposal for a regulation
Article 14 – paragraph 2
Article 14 – paragraph 2
2. By derogation to article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant 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 issuer, notably the disclosure of capitalisation, indebtedness and the working capital statement. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision.
Amendment 540 #
Proposal for a regulation
Article 21 – paragraph 5
Article 21 – paragraph 5
5. The competent authority of the home Member State where the prospectus is advertised 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 625 #
Proposal for a regulation
Article 36 – paragraph 1 – introductory part
Article 36 – paragraph 1 – introductory part
1. Without prejudice to the supervisory and investigatory powers of competent authorities under Article 30, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in conformity with national law, provide for competent authorities to have the power to take appropriate administrative measures and impose effective, proportionate and dissuasive administrative sanctions, which shall apply at least for:
Amendment 627 #
Proposal for a regulation
Article 36 – paragraph 1 – point a
Article 36 – paragraph 1 – point a
(a) breaches of obligations and infringements ofunder Article 3, Article 5, Article 6, Article 7(1) to (10), Article 8, Article 9(1) to (13), Article 10, Article 11(1) and (3), Article 12, Article 14(2), Article 15(1) and (2), Article 16(1), Article 17(1) and (3), Article 18(1) to (3), Article 19(1), Article 20(1) to (4) and (7) to (10), Article 21(2) to (4), Article 22 (1), (2) and (4), and Article 25 of this Regulation;