Activities of Catherine STIHLER related to 2009/0132(COD)
Plenary speeches (12)
Explanations of vote
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Securities to be offered to the public and harmonisation of transparency requirements (debate)
Amendments (14)
Amendment 72 #
Proposal for a directive – amending act
Recital 10
Recital 10
Amendment 78 #
Proposal for a directive – amending act
Recital 11
Recital 11
(11) In order to improve the efficiency of cross border right issues and to adequately take into account the size of issuers, notably credit institutions issuing the securities mentioned in Article 1(2)(j) of Directive 2003/71/EC at or above the limit laid down in that Article and companies with reduced market capitalization, a proportionate disclosure regime should be introduced for rights issues and for offers of shares of SMEs referred to in Article 2(1)(f) of Directive 2003/71/EC, and issuers with reduced market capitalization and offers of non-equity securities referred to in Article 1(2)(j) of Directive 2003/71/EC issued by credit institutions at or above the limit laid down in that Article.
Amendment 83 #
Proposal for a directive – amending act
Recital 13
Recital 13
Amendment 88 #
Proposal for a directive – amending act
Recital 16
Recital 16
(16) When the prospectus is supplemented, harmonization at Community level of the time frame for the exercise by investors of the right of withdrawal of their previous acceptances would provide certainty to issuers making cross border offers of securities. To provide flexibility to issuers from Member States with traditionally longer time frame in this regard, the issuer, the offeror or the person asking for the admission to trading on a regulated market should be able to extend voluntarily the term for the exercise of that right. To improve legal certainty, the supplement to the prospectus should specify when the right of withdrawal ends.
Amendment 98 #
Proposal for a directive – amending act
Article 1 – point 2 – point a a (new)
Article 1 – point 2 – point a a (new)
Directive 2003/71/EC
Article 2 – paragraph 1 – point f a (new)
Article 2 – paragraph 1 – point f a (new)
(aa) The following point is inserted after point f: "(fa) ‘company with reduced market capitalisation’ means a company listed on a regulated market or admitted to trading on a multilateral trading facility (MTF) as defined in Article 4(1)(15) of Directive 2004/39EC, provided that such companies are subject to appropriate ongoing disclosure requirements and that trade in the securities on the MTF is subject to rules on market abuse and having had an average market capitalisation of less than EUR 100 000 000 on the basis of end-year quotes during the last three calendar years."
Amendment 104 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a (new)
Article 1 – point 3 – point -a (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point b
Article 3 – paragraph 2 – point b
(-a) In paragraph 2, point (b) is replaced by the following: "(b) an offer of securities addressed to fewer than 250 natural or legal persons per Member State, other than qualified investors; and/or"
Amendment 132 #
Proposal for a directive – amending act
Article 1 – point 5
Article 1 – point 5
Directive 2003/71/EC
Article 5 – paragraph 2 – subparagraph 1 – introductory part
Article 5 – paragraph 2 – subparagraph 1 – introductory part
The prospectus shall contain information concerning the issuer and the securities to be offered to the public or to be admitted to trading on a regulated market. It shall also include a summary. The summary shall, in a brief manner and in non-technical language, convey the essential characteristics and risks associated with the issuer, any guarantor and the securities, in the language in which the prospectus was originally drawn up. The format and content of the summary of the prospectus shall provide key information in order to enableaid investors to take informed investment decisions and to compare the securities with other investment products. The summary shall also contain a warning that:
Amendment 135 #
Proposal for a directive – amending act
Article 1 – point 6
Article 1 – point 6
Directive 2003/71/EC
Article 6 – paragraph 2 – second subparagraph
Article 6 – paragraph 2 – second subparagraph
However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of the summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, and it does not provide key information enabling investors to take informed investment decisions and to compare the securities with other investment products.
Amendment 140 #
Proposal for a directive – amending act
Article 1 – point 7 – point b
Article 1 – point 7 – point b
Directive 2003/71/EC
Article 7 – paragraph 2 – point g
Article 7 – paragraph 2 – point g
(g) a proportionwhere a company whose shares are admitted to trading on a regulated market makes an offer of shares by way of a pre- emptive rights issue, an abbreviated disclosure regime shallould apply to rights issues of, which shall be proportionate to the information needs of existing investors. Member States may also choose to extend that proportionate disclosure regime to offers of equity securities by companies whose sharequity securities are admitted to trading on a regulated market. multilateral trading facility (MTF) as defined in Article 4(1)(15) of Directive 2004/39/EC.
Amendment 145 #
Proposal for a directive – amending act
Article 1 – point 9 – point a
Article 1 – point 9 – point a
Directive 2003/71/EC
Article 9 – paragraphs 1 and 2
Article 9 – paragraphs 1 and 2
1. A prospectus shall be valid for 124 months after its publication for offers to the public or admissions to trading on a regulated market, provided that the prospectus is completed by any supplements required pursuant to Article 16. 2. In the case of an offering programme, the base prospectus, previously filed, shall be valid for a period of up to 124 months.
Amendment 149 #
Proposal for a directive – amending act
Article 1 – point 9 – point b
Article 1 – point 9 – point b
Directive 2003/71/EC
Article 9 – paragraph 4
Article 9 – paragraph 4
4. A registration document, as referred to in Article 5(3), previously filed and approved, shall be valid for a period of up to 124 months provided that it has been supplemented in accordance with Article 16. The registration document, supplemented if necessary in accordance with Article 16, accompanied by the securities note and the summary note shall be considered to constitute a valid prospectus.
Amendment 154 #
Proposal for a directive – amending act
Article 1 – point 13
Article 1 – point 13
Directive 2003/71/EC
Article 14 – paragraph 4
Article 14 – paragraph 4
Amendment 157 #
Proposal for a directive – amending act
Article 1 – point 14
Article 1 – point 14
Directive 2003/71/EC
Article 16 – paragraph 1
Article 16 – paragraph 1
1. Every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the final closing of the offer to the public or, as the case may be, the time when trading on a regulated market begins, whichever occurs earlilater, shall be mentioned in a supplement to the prospectus. Such a supplement shall be approved in the same way in a maximum of seven working days and published in accordance with at least the same arrangements as were applied when the original prospectus was published. The summary, and any translations thereof, shall also be supplemented, if necessary to take into account the new information included in the supplement.
Amendment 162 #
Proposal for a directive – amending act
Article 1 – point 14
Article 1 – point 14
Directive 2003/71/EC
Article 16 – paragraph 2
Article 16 – paragraph 2
2. Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances in the event of adverse developments, provided that settlement has not yet taken place. This period may be extended by the issuer, the offeror or the person asking for the admission to trading on a regulated market. The final date of the right of withdrawal shall be stated in the supplement.