BETA

61 Amendments of Neena GILL related to 2015/0268(COD)

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 500 000, 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 appropriaThis Regulation makes a general distinction between securities admitted to trading on a regulated market and securities admitted t~~hat the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale~~o trading on an SME growth market, in order to avoid disproportionate costs of producing a prospectus. Member States should refrain to impose 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. If the offer is made on an SME growth market, the simplified procedure laid down in Article 15 is applicable.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 12 a (new)

(12a) Where a company decides not to offer its securities to the public, it is important that the regulatory environment at Union level ensures that the company has enough options to raise capital. Therefore, in the spirit of the Capital Markets Union and to unlock investment, the Commission should propose a regulatory initiative to regulate and harmonise crowdfunding practices across the Union.

2016/04/21
Committee: ECON

Proposal for a regulation
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 500 000 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.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
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 informed investment decisions. That means information on at least the following: (a) the assets and liabilities, net turnover, profit or loss before tax, and tax liabilities of the issuer, and the accumulated earnings, financial position and prospects of the issuer and any guarantor; (b) the rights attaching to the securities for the purpose of making an investment in those securities; (c) the cost of the fundraising, broken down between the different elements such as underwriting or placing commissions, financial advisory fees, reporting accountant fees, and legal fees. 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.

2016/04/21
Committee: ECON

Proposal for a regulation
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, succinct and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the minimum disclosure requirements for secondary issuances and for SMEs. 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. Therefore, the information which is included in a prospectus should be adapted to reflect the nature and circumstances of the issuer, the type of securities, the type of investor targeted by an offering, any market to which the securities are to be admitted to trading, and the likely knowledge of investors and the information that is available to them because it has been made public under other legal or regulatory requirements.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 33

(33) An issuer which has filed and received approval for a universal registration document for t~~hree~~wo 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.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 39

(39) By nature, information on taxes on the income from the securities in a prospectus can only be generic, adding little informational value for the individual investor. ~~Since such information~~However, tax information on the issuer must cover not only the country of registered office of the issuer but also the countries where the offer is being made or admission to trading is being sought, ~~where a prospectus is passported, it is costly to produce and might hamper cross-border offers. Therefore a~~as well as the issuer's turnover, profit, and tax liabilities. A prospectus should ~~only~~furthermore contain a warning that the tax legislation of the investor's Member State and of the issuer's Member State of incorporation may have an impact on the income received from the securities. ~~However, t~~The prospectus should ~~still~~also contain appropriate information on taxation where the proposed investment entails a specific tax regime, for instance in the case of investments in securities granting investors a favourable tax treatment.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 44

(44) The minimum information required to be disclosed by SMEs under the ~~specific disclosure regime~~SME prospectus set out in Article 15 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 can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the ~~specific disclosure regime for SME~~SME prospectus 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.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 44

(44) The minimum information required to be disclosed by SMEs 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 can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specific 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~~material to investors is disclosed.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 45

(45) The ~~specific disclosure regime~~SME prospectus 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. 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.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 53

(53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process and streamlining the approval process by the national competent authorities in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities. ESMA should play a key role in fostering supervisory convergence in this field by using its powers under Regulation (EU) No 1095/2010 of the European Parliament and of the Council13. In particular, ESMA should conduct peer reviews covering activities of the competent authorities under this Regulation within an appropriate time-frame before the review of this Regulation and in accordance with Regulation (EU) No 1095/2010. __________________ 13 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC, (OJ L 331, 15.12.2010, p. 84)

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 54

(54) To facilitate the access to the markets of Member States, it is important that fees charged by competent authorities for the approval and filing of prospectuses and their related documents are disclosed. Charges imposed on issuers established in a third country should reflect the additional burden such establishment creates for the national competent authority of the Member States where the securities are issued.

2016/04/21
Committee: ECON

Proposal for a regulation
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 authorities. The competent authorities of the Member States where the advertisements are disseminated should be responsible for the supervision of advertisements made in that Member State.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 59

(59) The obligation for an issuer to translate the full prospectus into all the relevant official languages discourages cross-border offers or multiple trading. To facilitate cross-border offers, where the prospectus is drawn up in a language that is customary in the sphere of international finance, only the summary should be translated in the official language(s) of the host or home Member State(s) or in one of the official languages used in the part of the Member State where the investment product is distributed.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 60

(60) The competent authority of the hostme Member State should be entitled to receive a certificate from the competent authority of the home Member State which states that the prospectus has been drawn up in accordance with this Regulation. The competent authority of the home Member State should also notifynotify ESMA and the issuer or the person responsible for drawing up the prospectus of the certificate of approval of the prospectus ~~that is addressed to the authority of the host Member State~~ in order to provide the issuer or the person responsible for drawing up the prospectus with certainty as to whether and when a notification has actually been made.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 61

(61) In order to ensure that the purposes of this Regulation will be fully achieved, it is also necessary to include within its scope securities issued by issuers governed by the laws of third countries. Third country issuers drawing up a prospectus under this Regulation should appoint a representative among the entities which carry out activities that are regulated and supervised under EU financial services regulation, to serve as a contact point for the purposes of this Regulation. The representative should ensure compliance, jointly with the issuer, with the provisions of this Regulation. In order to ensure exchanges of information and cooperation with third-country authorities in relation to the effective enforcement of this Regulation, competent authorities should conclude cooperation arrangements with their counterparts in third countries. Any transfer of personal data carried out on the basis of those agreements should comply with Directive 95/46/EC and with Regulation (EC) No 45/2001 of the European Parliament and of the Council.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 69

(69) In order to specify the requirements set out in this Regulation, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of ~~the thresholds mentioned in point (i) of Article 1(2), in points (c) and (d) of Article 1(3),~~ the minimum information content of the documents referred to in points (f) and (g) of Article 1(3) and points (d) and (e) of Article 1(4), the adjustment of the definitions of Article 2, the scrutiny, approval, filing and review of the universal registration document, as well as the conditions for its amendment or updating and the conditions where the status of frequent issuer may be lost, the format of the prospectus, the base prospectus and the final terms, and the specific information which must be included in a prospectus, the minimum information contained in the universal registration document, the reduced information contained in the simplified registration document and securities note in case of secondary issuances and by SMEs, the format allowed under Article 15(2), the authorisation of the omission from the prospectus of certain information, the procedures for the scrutiny and approval of the prospectus, the advertisements for securities falling under the scope of this Regulation, and the general equivalence criteria for prospectuses drawn up by third country issuers. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level. The Commission, when preparing and drawing up delegated acts, should ensure a simultaneous, timely and appropriate transmission of relevant documents to the European Parliament and to the Council.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 3 – point b

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 3 – point d

~~(d) an offer of securities with a total consideration in the Union of less than EUR 500 000, which shall be calculated over a period of 12 months;~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 5 – point b

~~(b) the thresholds in points (c) and (d) of paragraph 3 of this Article;~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point k – indent - 1 (new)

- published by or on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point k – subparagraph 1 a (new)

Investment research, as defined in Article 2(1)(va), published or distributed by an investment firm and not on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor, is not an advertisement falling within this Article.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point m – point i

(i) for all issuers of securities ~~establish~~incorporated in the Union ~~which are not mentioned in point (ii)~~, the Member State where the issuer has its registered office;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii

(ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission. The same shall apply to non-equity securities in a currency other than euro, provided that the value of such minimum denomination is nearly equivalent to EUR 1 000;deleted

2016/04/21
Committee: ECON

Proposal for a regulation
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:

2016/04/21
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point v a (new)

(va) ‘investment research’ in this context shall be understood as covering research material or services concerning one or several financial instruments or other assets, or the issuers or potential issuers of financial instruments, or be closely related to a specific industry or market such that it informs views on financial instruments, assets or issuers within that sector. That type of material or services explicitly or implicitly recommends or suggests an investment strategy and provides a substantiated opinion as to the present or future value or price of such instruments or assets, or otherwise contains analysis and original insights and reach conclusions based on new or existing information that could be used to inform an investment strategy and be relevant and capable of adding value to the investment firm's decisions on behalf of clients being charged for that research.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 1

1. Securities shall not be offered to the public in the Union without prior publication of a prospectus or an SME prospectus.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point a

~~(a) the offer is made only in that Member State, an~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
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 10 000 000.~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 2

Member States shall notify the Commission and ESMA of the exercise of the option under this paragraph, including the consideration of the offer chosen below which the exemption for domestic offers applies.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 3

3. Securities shall not be admitted to trading on a regulated market situated or operating within the Union without prior publication of a prospectus. For securities admitted to trading by an SME on an MTF, including an SME growth market, the simplified procedure laid down in Article 15 is applicable. Member States shall refrain from imposing 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.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 6 – paragraph 1

1. ~~Without prejudice to Article 14(2) and Article 17(2), the~~The prospectus shall contain the necessary information, which includes information on at least: (a) the assets and liabilities, net turnover, profit or loss before tax, and tax liabilities of the issuer, and the accumulated earnings, financial position and prospectus ~~shall contain the information which, according to the particular nature of the issuer and of the securities offered~~of the issuer and any guarantor; (b) the rights attaching to the securities for the purpose of making an investment in those securities; (c) the cost of fundraising, broken down between the different elements such as underwriting and placing commissions, financial advisory fees, reporting accountant fees, and legal fees. 1a. Necessary information may differ depending on: (a) the 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 admi~~tted~~ssion to trading ~~on a regulated market, is necessary to en~~, 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 ~~to make an informed assessment of the asset~~further to requirements imposed on the issuer of the securities aund ~~liabilities, financial position, profit and losses, and prospects of the issuer an~~er Union or national law or the rules of any listing authority, trading venue or regulated market by or on which the issuer's securities are listed ofr a~~ny guarantor, and of the rights attaching to such securities~~dmitted to trading, which can be accessed through an officially appointed mechanism as referred to in Article 21 of Directive 2004/109/EC. 1b. Thate information ~~shall be~~in a prospectus shall be drafted and presented in an easily analysable~~, succinct~~ and comprehensible form. , taking into account the factors set out in paragraph 1a.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include a summary providing the key information that investors need 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. However, where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered solely to qualified investors and securities offered to trading by an SME on an MTF including an SME growth market there shall be no requirement to provide a summary.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

(ba) be written in the official languages, or in one of the official languages, used in the part of the Member State where the investment product is distributed, or in another language accepted by the competent authorities of that Member State, or where it has been written in a different language, it shall be translated into one of these languages. The translation shall faithfully and accurately reflect the content of the original document.

2016/04/21
Committee: ECON

Proposal for a regulation
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 or~~including 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:~~

2016/04/21
Committee: ECON

Proposal for a regulation
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;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 6 – point b

(b) under a sub-section titled 'What are the key financial information regarding the issuer?' a selection of historical key financial information, such as historical rates of returns and payable interest, including, where applicable, pro forma information, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. The requirement for comparative balance sheet information shall be satisfied by presenting the year- end balance sheet information.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

– their type and class, any security, identification number, their ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;

2016/04/21
Committee: ECON

Proposal for a regulation
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.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 7 –subparagraph 2

Where a key information document is required to be prepared under Regulation (EU) No 1286/2014 of the European Parliament and of the Council21 , the issuer, the offeror or the person asking for admission ~~may~~shall substitute the content set out in this paragraph with the information set out in points (b) to (i) of Article 8(3) of Regulation (EU) No 1286/2014. In that case and where a single summary covers several securities which differ only in some very limited details, such as the issue price or maturity date, according to the last subparagraph of Article 8(8), the length limit set out in paragraph 3 shall be extended by 3 additional sides of A4-sized paper for each additional security. __________________ 21 Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (OJ L 352, 9.12.2014, p. 1).

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 1

ESMA shall develop draft regulatory technical standards to specify ~~the content and format of presentation of the historical key financial information referred to under point (b) of paragraph 6, taking into account the various types of securities and issuers~~a standard template for the summary.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2

After the issuer has had a universal registration document approved by the competent authority every financial year for t~~hree~~wo consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 1

SMEs ~~may choose to~~seeking admission to trading on a multilateral trading facility, including an SME growth market, shall draw up a prospectus under the minimum disclosure regime for SMEs (the SME prospectus) in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market. The SME prospectus shall replace the prospectus and it shall be structured in the form of a questionnaire with standardised text that can be completed by the issuer. The minimum disclosure regime shall explain: (a) the offer of securities, including information such as: (i) the number and nature of the securities forming part of the offer; (ii) the terms and conditions of the offer, including the issue price; (b) the reasons for the offer and the intended use of the net proceeds; (c) key information on the issuer, such as: (i) the name of the issuer and persons responsible; (ii) business overview management , current trading plans and prospects; (iii) risk factors; (iv) financial information.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 2

~~The minimum disclosure regime shall consist of a specific registration document and a specific securities note.~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 3

~~When establishing the corresponding prospectuses schedules, the information shall be adapted to the size and to the length of the track record of such companies.~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 2

2. Companies making use of the minimum 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 bArticles 7 and 13 shall not apply to issuers referred to in paragraph 1. The SME prospectus shall include an introduction. The eintitled 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 formroduction shall not exceed 2 500 words.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 1

The Commission shall adopt delegated acts ~~in accordance with Article 42 to specify the reduced information to be~~to specify the format and content of the SME prospectus referred to in paragraph 1 included ing the ~~schedules applicable under the minimum disclosure regime and the op~~introduction referred in paragraph 2. The format and content of the minimum disclosure regime shall be adapted and require additional informat ~~allowed under paragraph 2~~ion for companies offering shares or non-equity securities which are subordinated, convertible or exchangeable, and which give a right to subscribe to or acquire other types of securities and are linked to a derivative instrument.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 4

4. ESMA shall develop guidelines addressed to SMEs 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.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
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.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 21 – paragraph 5

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.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 1

The competent authority of the home Member State shall, at the request of the issuer or the person responsible for drawing up the prospectus and within three working days following receipt of that request or, where the request is submitted together with the draft prospectus, within one working day after the approval of the prospectus, notify the competent authority of the host Member State withnotify ESMA and the issuer within one working day after the approval of the prospectus, a certificate of approval attesting that the prospectus has been drawn up in accordance with this Regulation and with an electronic copy of that prospectus. ESMA shall set up a portal into which each national competent authority could feed in such information.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 3

The issuer or the person responsible for drawing up the prospectus shall be notified of the certificate of approval ~~at the same time as the competent authority of the host Member State~~.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 24 – paragraph 3

3. The competent authority of the home Member State shall notify ESMA of the certificate of approval of the prospectus at the same time as it is notified to the competent authority of the host Member State.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 25 – paragraph 1

1. Where an offer to the public is made or admission to trading on a regulated market is sought only in the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State or in one of the official languages, used in the part of the Member State where the investment product is distributed.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 25 – paragraph 2 – subparagraph 2

The competent authority of each host Member State may require that the summary referred to in Article 7 be translated into its official language or languages or in one of the official languages, used in the part of the Member State where the investment product is distributed, but it shall not require the translation of any other part of the prospectus.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 26 – paragraph 2

2. The third country issuer shall designate a representative established in its home Member State, among the entities which are subject to and supervised under EU financial services regulation, on the basis of an authorisation. The third country issuer shall notify the competent authority of the identity and contact details of its representative.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 26 – paragraph 3

3. The representative shall be the contact point of the third country issuer in the Union for the purposes of this Regulation, through which any official correspondence with the competent authority shall take place. The representative shall, together with the third country issuer, be responsible for ensuring compliance of the prospectus with the requirements of this Regulation, in accordance with Chapters VII and VIII of this Regulation, towards the competent authority of the home Member State.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 27 – paragraph 1

1. The competent authority of the home Member State of a third country issuer may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national legislation of the third country issuer, where the information requirements imposed by that third country legislation are equivalent to the requirements under this Regulation.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 27 – paragraph 2

2. In the case of an offer to the public or admission to trading on a regulated market of securities issued by a third country issuer, ~~in a Member State other than the home Member State, the requirements set out in Articles 23, 24 and 25 shall apply.~~ where a prospectus drawn up in accordance with, and subject to, the information requirements imposed by the national legislation of the third country issuer, where those are equivalent to the requirements under this Regulation, in a Member State other than the home Member State, the requirements set out in Articles 23, 24 and 25 shall apply. For those issuers, the national competent authority of the Member State where the securities are issued is entitled to charge an extra fee reflecting the burden such an issuance represents.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member States shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in third countries and the enforcement of obligations arising under this Regulation in third countries unless that third country is on the Commission's list of non- cooperative countries. Those cooperation arrangements shall ensure at least an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 45 – paragraph 2 – subparagraph 1 a (new)

Those statistics should also cover the cost of fundraising, broken down between the different elements such as underwriting and placing commissions, financial advisory fees, reporting accountant fees, and legal fees.

2016/04/21
Committee: ECON