Activities of Diogo FEIO related to 2009/0132(COD)
Plenary speeches (19)
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Securities to be offered to the public and harmonisation of transparency requirements (debate)
Amendments (20)
Amendment 70 #
Proposal for a directive – amending act
Recital 8 Directive
Recital 8 Directive
(8) A valid prospectus, drawn up by the issuer or the offeror 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. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the offeror as long as this is valid and duly supplemented in accordance with Articles 9 and Article 16 of Directive 2003/71/EC and the issuer or the offeror responsible for drawing up such prospectus consents to its use. In this case no other prospectus should be required. However, in casThe issuer or the offeror should be able to attach conditions to his or her consent. In the event that consent to use the prospectus has been given, the issuer or the offeror responsible for drawing up the initial prospectus should be liable for the information stated therein and no other prospectus should be required. Where, notwithstanding such consent, the final terms of the resale prospectus have to be updated, the financial intermediary making use of the prospectus should be liable for the additional information stated in the prospectus, and for updating the final terms with the resale price. However, where the issuer or the offeror responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. Where the financial intermediary chooses to use the initial prospectus without consent, the intermediary should be liable for the information stated in the initial prospectus.
Amendment 73 #
Proposal for a directive – amending act
Recital 10
Recital 10
(10) The summary of the prospectus ishould be replaced by a key information document, which will be a key source of information for retail investors. It should be short, simple, clear and easy for targeted investors to understand. It should focus on the key informationessential elements that investors need in order to be able to make informed investment decisions. Its content should not be restricted to any predetermined number of words. The format and content of the summary should be determined in a way that ensures comparability with other investment products that are similar to decide which offers of securities to consider further. It should be concise and should present the information in a specified order to allow harmonisation to the highest extent possible and to facilitate comparability between prospectuses. ESMA should provide advice to the Commission (i) as to the scope of application of key information documents in the context of securities, (ii) the potential for the PRIPs initiative to be developed further investment proposal described in the prospectus. Therefore, the context of the forthcoming review of Directive 2004/39/EC and in light thereof (iii) as to any consequential implementing measures. Member States should attachensure that no civil liability on the basis of the summary not only if it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, but also if it does not provide key information enabling investors to take informed investment decisions and to compare the securities with other investment produattaches to any person solely on the basis of the key information document, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus. Key investor information should contain a clear warning in this respects.
Amendment 75 #
Proposal for a directive – amending act
Recital 10 a (new)
Recital 10 a (new)
(10a) The PRIP initiative will clarify how to ensure adequate investor protection and comparability between PRIPS and UCITS at a pre-contractual stage. The distribution aspect is of paramount importance when ensuring retail investor protection. Directives 2003/71/EC and 2004/109/EC should, if necessary, be amended by a horizontal measure in this respect in due course.
Amendment 79 #
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 81 #
Proposal for a directive – amending act
Recital 11 b (new)
Recital 11 b (new)
(11b) Taking into consideration the different national markets, the threshold to be set up in accordance with Articles 24, 24a and 24b regarding reduced market capitalisation should not lead to the adoption of different thresholds across the Union.
Amendment 89 #
Proposal for a directive – amending act
Recital 19
Recital 19
(19) In particular, in order to take account of the technical developments in the financial markets and to ensure uniform application of Directive 2003/71/EC, the Commission should be empowered to adopt implementing measures to update the limits established in that Directive. Since those measures are of general scope and are designed to amend non-essential elements of Directive 2003/71/EC by supplementing it with new nonessential elements, they must be adopted in accordance with the regulatory procedure with scrutiny provided for in Article 5a of Decision 1999/468/ECdelegated acts in accordance with Article 290 of the Treaty on the Functioning of the European Union concerning the updating of the limits established in Directive 2003/71/EC, and, following the outcome of the PRIPs initiative, specifying, if necessary, further detail on the content and form of the key information document.
Amendment 93 #
Proposal for a directive – amending act
Article 1 – point 1 – point a – point i
Article 1 – point 1 – point a – point i
Directive 2003/71/EC
Article 1 – paragraph 2 – point h
Article 1 – paragraph 2 – point h
(h) securities included in an offer where the total consideration of the offer in the Community is less than EUR 2 55 000 000, which limit shall be calculated over a period of 12 months;
Amendment 96 #
Proposal for a directive – amending act
Article 1 – point 2 – point a – point i
Article 1 – point 2 – point a – point i
Directive 2003/71/EC
Article 2 – paragraph 1 – point e
Article 2 – paragraph 1 – point e
(i) Persons or entities that are considered to be or treated on request as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognised as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC; and, investment firms and credit institutions shall inform their clients about their status as qualified investor under this Directive.
Amendment 97 #
Proposal for a directive – amending act
Article 1 – point 2 – point a – point ii
Article 1 – point 2 – point a – point ii
Directive 2003/71/EC
Article 2 – paragraph 1 – point e
Article 2 – paragraph 1 – point e
(ii) points (ii), (iii), (iv) and (iiiv) are deleted.
Amendment 101 #
Proposal for a directive – amending act
Article 1 – point 2 a (new)
Article 1 – point 2 a (new)
Directive 2003/71/EC
Article 2 – paragraphs 2 and 3
Article 2 – paragraphs 2 and 3
2a. Paragraphs 2 and 3 of Article 2 are deleted.
Amendment 102 #
Proposal for a directive – amending act
Article 1 – point 2 b (new)
Article 1 – point 2 b (new)
Directive 2003/71/EC
Article 2 – paragraph 4
Article 2 – paragraph 4
2b. Article 2(4) is replaced by the following: "4. In order to take account of technical developments on financial markets and to ensure uniform application of this Directive, the Commission shall lay down, by means of delegated acts in accordance with Articles 24, 24a and 24b, the definitions referred to in paragraph 1, including adjustment of the figures used for the definition of SMEs, the elements to be included in the key information and the thresholds for reduced market capitalisation, taking into account the situation on different markets, Union legislation and recommendations as well as economic developments [...]."
Amendment 103 #
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 107 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a a (new)
Article 1 – point 3 – point -a a (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point c
Article 3 – paragraph 2 – point c
(-aa) In paragraph 2, point (c) is replaced by the following: "(c) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer; and/or"
Amendment 110 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a b (new)
Article 1 – point 3 – point -a b (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point d
Article 3 – paragraph 2 – point d
(-aa) In paragraph 2, point (d) is replaced by the following: "d) an offer of securities whose denomination per unit amounts to at least EUR 100 000; and/or"
Amendment 115 #
Proposal for a directive – amending act
Article 1 – point 3 – point b
Article 1 – point 3 – point b
Directive 2003/71/EC
Article 3 – paragraph 2
Article 3 – paragraph 2
Member States shall not require another prospectus in any such subsequent resale of securities or final placement of securities through financial intermediaries as long as a valid prospectus is available in accordance with Article 9 and the issuer or the person responsible for drawing up such prospectus consents to its use. and another entity which, pursuant to national law, is liable for the accuracy of the content of such prospectus consents to its use. Where, notwithstanding such consent, the final terms of the resale prospectus have to be updated, the financial intermediary making use of the prospectus shall be liable for the additional information.
Amendment 119 #
Proposal for a directive – amending act
Article 1 – point 3 b (new)
Article 1 – point 3 b (new)
Directive 2003/71/EC
Article 4 – paragraph 1 – point b
Article 4 – paragraph 1 – point b
3b. In Article 4(1), point (b) is replaced by the following: "(c) securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is available containing information which is regarded by the competent authority as being equivalent to that of the prospectus, taking into account the requirements of Union legislation;"
Amendment 127 #
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
2. 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. ItThe prospectus shall also include a summary. The summarykey information document. The key information document 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,. It shall be in the language in which the prospectus was originally drawn up. The format and content of the summarykey information document of the prospectus shall provide key information in order to enable investors to ta, in conjunction with the prospectus, appropriate information about the essential characteristics of the securities concerned in order to enable investors to determine whether to consider investing in the securities. The key informed investment decisions and to compare the secuation document shall include information on the following essential elements in respect of the securities concerned: (a) essential information on the issuer, if applicable, the guarantor, and the securities to be offered to the public or to be admitted to trading on a regulated market; (b) a short descripties with other investment products. The summaryon of the risks associated with and essential characteristics of the investment in the relative security; (c) details of the offer and admission to trading; (d) the assets, liabilities and financial position of the securities, if applicable; (e) the reasons for the offer and prospective use of proceeds, where appropriate; (f) any rights attaching to the securities; and (g) the general terms and associated costs. The key information document shall also contain a warning that:
Amendment 147 #
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 24 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 159 #
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 summarykey information document, and any translations thereof, shall also be supplemented, if necessary to take into account the new information included in the supplement.
Amendment 160 #
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. IRegarding an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 did arise before the final closing of the offer to the public and the delivery of the securities. This period may be extended by the issuer, or the offeror or the person asking for the admission to trading on a regulated marke. The final date of the right of withdrawal shall be stated in the supplement.