BETA

Activities of Kay SWINBURNE related to 2015/0268(COD)

Shadow reports (1)

2016/11/22
Committee: ECON
Dossiers: 2015/0268(COD)
Documents: PDF(1 MB) DOC(776 KB)

Amendments (84)

Proposal for a regulation
Recital 9

(9) Non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States should not be covered by this Regulation and thus should remain unaffected by this Regulation.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 510 000 000, 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 appropriate that the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale. 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.

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 14

(14) Where an offer of securities is addressed exclusively to a restricted circle of investors who are not qualified investors or are sophisticated investors falling within Article 6 of Regulation (EU) No 345/2013 of the European Parliament and of the Council on European venture capital funds, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer, thus no prospectus should be required. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company.

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 assessments of the assets and liabilities, profits and losses, financial position and prospects of the issuer and any guarantor, and the rights attaching to the securities for the purpose of investment decisions. 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~~investors 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 22

(22) The ~~summary of~~introduction to 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~~highlighting relevant information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. ~~Such key~~The foregoing implies that information produced in the introduction is not replicated within the main body of the prospectus unless absolutely necessary. Such relevant 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~~introduction should consist of a limited selection of specific risks which the issuer considers to be ~~the~~of most ~~material~~ relevance to the investor when making decisiones.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 22 a (new)

(22a) Listing the risk factors presented in the introduction to the prospectus should be of relevance to the specific offering and solely for the benefit of investors and not to give general statements on investment risk or to limit the liability of the sponsors of the offering.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 23

(23) The summary of the prospectus should be short, simple, clear and easy for investors to understand. It should be drafted in plain, non-technical language, presenting the information in an easily accessible way. It should not be a mere compilation of excerpts from the prospectus. It is appropriate to set a maximum length for the summary in order to ensure that investors are not deterred from reading it and to encourage issuers to select the information which is essential for investors.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
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 working capital statement, the use of proceeds, and the specific risk factors ~~specific~~relating 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 arising in each case from the ~~pro~~spec~~tus drawn up in case of secondary issuance should at least include this information~~ific offer or admission to trading. __________________ 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).

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 42

(42) The specific disclosure regime for secondary issuances should only be available for use after a minimum period of time has elapsed since the initial admission to trading of a class of securities of an issuer. A delay of 18 months should ensure that the issuer has complied at least once with its obligation to publish an annual financial report under Directive 2004/109/EC or under the rules of the market operator of an SME growth market.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 43 a (new)

(43a) In order to encourage the use of capital market financing by SMEs, the pan-Union proportionate regime developed in this Regulation should ensure that special consideration is given to SME growth markets, operating as MTFs, and to those medium-sized, privately held companies that have chosen to access debt instruments.

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 47

(47) Favourable treatments granted to issuances of non-equity securities with a denomination per unit in excess of EUR 100 000 may distort the structure of debt markets, create impediments to proper diversification of portfolios and to the development of electronic trading platforms, thus undermining liquidity on the secondary market, and may reduce investment choice for retail investors by depriving them of the opportunity to acquire investment-grade corporate bonds. In addition, the high minimum settlement amount rules imposed on central securities depositories by some Union issuers create operational inefficiencies and risks for financial market infrastructures and their participants in relation to post-trade services. It is therefore appropriate to remove the prospectus exemption for offers of non- equity securities whose denomination per unit amounts to at least EUR 100 000 and the lower standard of disclosure granted to prospectuses concerning such non-equity securities, featured originally in Directive 2003/71/EC. In particular, it is appropriate to unify the minimum information requirements for non-equity prospectuses, thereby replacing the dual standard of disclosure between issuances targeting qualified investors only and issuances targeting non-qualified investors.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 48

(48) The primary purpose of including risk factors in a prospectus is to ensure that investors make an informed assessment of such risks and thus take investment decisions in full knowledge of the facts. Risk factors should therefore be limited to those risks which are ~~material and specific to~~specific to the operational and investment risk faced by the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality. A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summary.

2016/04/21
Committee: ECON

Proposal for a regulation
Recital 55

(55) Since the internet ensures easy access to information, and in order to ensure better accessibility for investors, the approved prospectus should always be published in an electronic form. The prospectus should be published on a dedicated section of the website of the issuer, the offeror or the person asking for admission, or, where applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents, or on the website of the regulated market where the admission to trading is sought, or of the operator of the multilateral trading facility, and be transmitted by the competent authority to ESMA along with the relevant data enabling its classification. ESMA should provide a centralised storage mechanism of electronic prospectuses allowing access free of charge and appropriate search facilities for the public. Prospectuses should remain publicly available for at least 10 years after their publication, to ensure that their period of public availability is aligned with that of annual and half-yearly financial reports under Directive 2004/109/EC. ~~The prospectus should however always be available to investors in paper form, free of charge and on request.~~

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 67

(67) Although Member States may lay down rules for administrative and criminal penalties for the same infringements, Member States should not be required to lay down rules for administrative penalties for the infringements of this Regulation which are subject to national criminal law by [enter date of application of this Regulation]. In accordance with national law, Member States are not obliged to impose bothThis Regulation specifies minimum requirements for Member States to lay down rules for administrative ~~and criminal~~ penalties for the same offence, but they should be able to do so if their national law so permits. However, the maintenance of criminal penalties instead of administrative penalties for infringements of this Regulation should not reduce or otherwise affect the ability of competent authorities to cooperate, access and exchange information in a timely way with competent authorities in other Member States for the purposes of this Regulation, including after any referral of the relevant infringements to the competent judicial authorities for criminal prosecutioninfringements. That provision should ensure that the same penalty applies across the Union for any infringements.

2016/04/21
Committee: ECON

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

(a) units issued by collective investment undertakings ~~other than the closed-end type~~;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 2 – point b

(b) non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies ~~of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States~~;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 2 – point f

(f) non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities comply with all of the following conditions: (i) they are not subordinated, convertible or exchangeable; (ii) they do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument; (iii) they materialise reception of repayable deposits; (iv) they are covered by a deposit guarantee scheme under Directive 2014/49/EU of the European Parliament and of the Council17 ; __________________ 17Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes (OJ L 173, 12.6.2014, p. 149).deleted

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; , sophisticated investors, existing employees or shareholders;

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 510 000 000, which shall be calculated over a period of 12 months;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 3 – point d a (new)

(da) an offer of securities addressed solely to sophisticated investors;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 4 – point h – point i

~~(i) that these securities, or securities of the same class, have been admitted to trading on that other regulated market for more than 18 months;~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 5

5. In order to take account of technical developments on financial markets, including inflation, the Commission may adopt, by means of delegated acts in accordance with Article 42, measures concerning: (a) the adjustment of the monetary limit laid down in point (i) of paragraph 2 of this Article; (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 e a (new)

(ea) 'sophisticated investor' means a person or entity within the meaning of Article 6(1) of Regulation (EU) No 345/2013;

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 o – introductory part

(o) ‘collective investment undertaking ~~other than the closed-end type’ means unit trusts and investment companies with both of the following characteristics:~~’ means undertakings for collective investment in transferable securities (UCITS) authorised in accordance with Article 5 of Directive 2009/65/EC of the European Parliament and of the Council and alternative investment funds (AIFs) within the meaning of Article 4(1)(a) of Directive 2011/61/EU of the European Parliament and of the Council;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – introductory part

2. A Member State ~~may~~shall exempt offers of securities to the public from the prospectus requirement of paragraph 1 provided that:

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 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 a (new)

3a. In order to take account of exchange rate movements, including inflation and exchange rates for currencies other than the euro, the Commission may adopt, by means of delegated acts in accordance with Article 42, measures concerning the threshold laid down in point (b) of paragraph 2 of this Article.

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 prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is ~~necessary to~~material in enableing investors to make an informed assessment of whether to invest in those securities based on: (a) the assets and liabilities, financial position, profit and losses, financial position and prospects of the issuer and of any guarantor, and of(b) the rights attaching to such securities. ~~That information shall be presented in an easily analysable, succinct and comprehensible form.~~

2016/04/21
Committee: ECON

Proposal for a regulation
Article 6 – paragraph 1 a (new)

1a. That information shall be presented in an easily analysable, succinct and comprehensible format and may differ depending upon: (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 admission to trading, the likely knowledge of the investor or the market on which the securities are to be admitted to trading; (e) any information made available to investors further to requirements imposed on the issuer of the securities under 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 or admitted to trading, which can be accessed through an officially appointed mechanism as referred to in Article 21 of Directive 2004/109/EC.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 6 – paragraph 1 b (new)

1b. The information in a prospectus shall be drafted and presented in an easily analysable and comprehensible form, taking into account the factors set out in this Article.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – title

The prospectus ~~summary~~introduction (This amendment applies throughout the text)

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 1 a (new)

1a. By way of derogation from the first paragraph, where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered to qualified investors, no summary shall be required.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 3 – introductory part

3. The summary shall be drawn up as a short document written in a concise manner ~~and of a maximum of six sides of A4-sized paper when printed~~. It shall:

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) an introduction containing general and specific warnings;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 5 – introductory part

5. The introduction ~~of the summary~~ shall contain: the name of the securities,; the identity and contact details of the issuer, ~~the offeror~~including its LEI; the offeror including its LEI where appropriate; or the person seeking admission,; 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 5 – point a

~~(a) the summary should be read as an introduction to the prospectus;~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 5 – point d

(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus~~, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities~~.

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 a – indent 4

- the identity of its key ~~managing directors~~executive directors and board of directors where relevant;

2016/04/21
Committee: ECON

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

(c) under a sub-section titled 'What are the key risks that are specific to the issuer?' a brief description of ~~no more than five of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16~~significant risk factors specific to the issuer that focus in particular on operational and investment risk.

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 1 – point d

(d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief description of ~~no more than five of the most material~~significant risk factors specific to the securities~~, contained in the category of highest materiality according to Article 16~~ that focus in particular on operational and investment risk.

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 and ensuring the information produced is brief, concise and understandable.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 7

7. A summary shall only be drawn up when the final terms are ~~approved or~~ filed and such a summary shall be specific to the individual issue.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 8 – subparagraph 2 – point a

(a) the information of the base prospectus which is only relevant to the individual issue, including ~~the key~~essential information on the issuer;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 9 – paragraph 14

14. ~~The Commission~~ESMA shall adevelopt d~~elegated acts in accordance with Article 42~~raft regulatory technical standards to specify the procedure for the scrutiny, approval, filing and review of the universal registration document, as well as the conditions for its amendment and the conditions where the status of frequent issuer may be lost. ESMA shall submit those draft regulatory technical standards to the Commission by [enter date XX months after the date of entry into force]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 13 – paragraph 1 – subparagraph 1

1. ~~The Commission shall adopt, in accordance with Article 42, delegated acts regard~~ESMA shall draft regulatory technical standards specifying the format of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information which must be included in a prospectus, avoiding duplication of information when a prospectus is composed of separate documents.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 13 – paragraph 1 a (new)

1a. In particular, ESMA shall specify two sets of separate and materially different prospectus schedules setting out the information requirements applicable to non-equity securities adopted to the different investor classes - qualified or non-qualified - to whom the offer is addressed, taking into account the different needs of those investors.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 13 – paragraph 2 – subparagraph 1

2. ~~The Commission shall adopt, in accordance with Article 42, delegated act~~ESMA shall draft regulatory technical standards setting out the schedule defining the minimum information contained in the universal registration document, as well as a dedicated schedule for the universal registration document of credit institutions.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – title

~~Minimum disclosure regime for SME~~EU Growth Prospectus

2016/04/21
Committee: ECON

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

SMEs and mid cap enterprises as well as issuers referred to in Article 3(1a) may choose to draw up an EU growth prospectus under the ~~minimum~~proportionate disclosure regime ~~for SMEs~~set out in this Article in the case of an offer of securities to the public ~~provided that they have no~~except where the securities are to be admitted to trading on a regulated market or provided their securities were only admitted to trading on a regulated market in the last 18 months.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 2 a (new)

The information defined in Article 18 may be incorporated by reference in those documents.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 15 – paragraph 2

2. ~~Companies making use of the minimum~~In addition to the proportionate disclosure regime ~~referred to~~provided for in paragraph 1 ~~and~~, SMEs and mid cap enterprises, including their unlisted equivalent, 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 be entitled 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 form.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 16 – paragraph 1

1. The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and/or the securities and are ~~material~~relevant for taking an informed investment decision, as corroborated by the content of the registration document and the securities note. They shall be allocated across a maximum of three distinct categories which shall differentiate them by their relative materiality based on the issuer's assessment of the probability of their occurrence and the expected magnitude of their negative impact.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 17 – paragraph 5

5. ~~The Commission shall be empowered to ad~~ESMA may developt d~~elegated acts, in accordance with Article 42,~~raft guidelines to specify the cases where information may be omitted according to paragraph 2, taking into account the reports of competent authorities to ESMA mentioned in paragraph 2.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – point h a (new)

(ha) annual reports or any disclosure information required under Article 22 and 23 of Directive 2011/61/EU

2016/04/21
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 7

7. The competent authority of the home Member State may transfer the approval of a prospectus to the competent authority of another Member State, subject to ~~prior~~ notification to ESMA and the agreement of that competent authority. Such a transfer shall be notified to the issuer, the offeror or the person asking for admission to trading on a regulated market within three working days from the date of the decision taken by the competent authority of the home Member State. The time limit referred to in paragraph 2 shall apply from that date. Article 28(4) of Regulation (EU) No 1095/2010 shall not apply to the transfer of the approval of the prospectus in accordance with this paragraph.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 10

10. ~~The Commission shall be empowered to adopt delegated acts in accordance with Article 42,~~ESMA may draft regulatory technical standards specifying the procedures for the scrutiny of completeness, comprehensibility and consistency and the approval of the prospectus. ESMA shall submit those draft regulatory technical standards to the Commission by [enter date XX months after date of entry into force]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 11

11. ESMA shall use its powers under Regulation (EU) No 1095/2010 to promote supervisory convergence with regard to the scrutiny and approval processes of competent authorities when assessing the completeness, consistency and comprehensibility of the information contained in a prospectus. In particular, ESMA shall foster convergence regarding the efficiency, methods and timing of the scrutiny by the competent authorities of the information given in a prospectus, using peer reviews where appropriate.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 12

12. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall organise and conduct at least one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers' ability to raise capital in the European Union. The report on this peer review shall be published no later thatn three years after the date of application of this Regulation. In the context of this peer review, ESMA shall~~, where appropriate,~~ request opinions or advice from the Securities and Markets Stakeholder Group referred to in Article 37 of Regulation (EU) No 1095/2010.

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 LEI identifying the issuers, offerors and guarantors, should be machine-readable, including metadata.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 20 – paragraph 7

7. All prospectuses approved shall remain publicly available in a digital format for at least 10 years after their publication on the websites specified in paragraphs 2 and 6.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 20 – paragraph 10

10. A ~~paper~~digital copy of the prospectus shall be delivered to any natural or legal person, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading or the financial intermediaries placing or selling the securities. Delivery shall be limited to jurisdictions in which the offer to the public is made or where the admission to trading is taking place under this Regulation.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 24 – paragraph 5

5. No fee shall be charged by competent authorities for the notification, or receipt of notification, of prospectuses and supplements thereto, or the universal registration document or any related supervisory activity, whether in the home Member State or in the host Member State(s).

2016/04/21
Committee: ECON

Proposal for a regulation
Article 26 – paragraph 1

1. AWhere a third country issuer intend~~ing~~s to offer securities to the public in the Union or to seek admission to trading of securities on a regulated market ofestablished in the Union under a prospectus drawn up according to this Regulation, it shall obtain approval of its prospectus, in accordance with Article 19, from the competent authority of its home Member State~~, as determined under point (iii) of Article 2(1)(m). This~~. Once a prospectus is approved in accordance with the first subparagraph, it shall entail all the rights and obligations provided for a prospectus under this Regulation and the prospectus and the third country issuer shall be subject to all the provisions of this Regulation under the supervision of the competent authority of the home Member State.

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, 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.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 28 – paragraph 2

2. For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries. In order to ensure consistent harmonisation of this Article, ESMA may develop draft regulatory technical standards containing a template document for cooperation arrangements that are to be used by competent authorities of Member States where possible. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the second subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010. ESMA shall also, where necessary, facilitate and coordinate the exchange between competent authorities of information obtained from supervisory authorities of third countries that may be relevant to the taking of measures under Articles 36 and 37.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 29 – paragraph 1 – subparagraph 2

The competent authority shall be ~~completely~~ independent from all market participants.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 30 – paragraph 1 – subparagraph 1 – point g

(g) to suspend or require the relevant regulated markets to suspend trading on a regulated market for a maximum of 1025 consecutive working days on any single occasion where there are reasonable grounds for believing that the provisions of this Regulation have been infringed;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 31 – paragraph 1 – subparagraph 2

Where Member States have ~~chosen, in accordance with Article 36, to lay~~laid down criminal sanctions for infringements of the provisions of this Regulation, they shall ensure that appropriate measures are in place so that competent authorities have all the necessary powers to liaise with judicial authorities within their jurisdiction to receive specific information related to criminal investigations or proceedings commenced for possible infringements of this Regulation and provide the same to other competent authorities and ESMA to fulfil their obligation to cooperate with each other and ESMA for the purposes of this Regulation.

2016/04/21
Committee: ECON

Proposal for a regulation
Article 31 – paragraph 5

5. The competent authorities may refer to ESMA situations where a request for cooperation, in particular to exchange information, has been rejected or has not been acted upon within a reasonable time. Without prejudice to Article 258 of the Treaty on the Functioning of the European Union (TFEU), ESMA may, in the situations referred to in the first sentence, act in accordance with the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 35 – paragraph 3

~~3. ESMA may, in the situations referred to in the second paragraph, act in accordance with the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.~~deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 1 – point a

(a) intentional infringements of 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;

2016/04/21
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 1 – subparagraph 2

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by [enter date 12 months after entry into force]. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.deleted

2016/04/21
Committee: ECON

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 1236 months after entry into force].

2016/04/21
Committee: ECON