Activities of Inese VAIDERE related to 2022/0411(COD)
Shadow reports (1)
REPORT on the proposal for a regulation of the European Parliament and of the Council amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises
Amendments (20)
Amendment 113 #
Proposal for a regulation
Recital 8
Recital 8
(8) Having a wide range of exemption thresholds across Member States has created barriers for cross-border activity and the development of the Capital Markets Union. To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 12 000 000 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 118 #
Proposal for a regulation
Recital 16
Recital 16
(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision and also representing a significant cost for companies, especially SMEs, that are offering securities to the public or seeking admission to trading on a regulated market. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary toas well as reduce costs for companies, especially SMEs, it is necessary to simplify the prospectus and set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.
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 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 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 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 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.