Procedure completed
Role | Committee | Rapporteur | Shadows |
---|---|---|---|
Lead | ECON | KLINZ Wolf (ALDE) | |
Opinion | JURI | BODU Sebastian Valentin (PPE) |
Legal Basis TFEU 050, TFEU 114-p1
Activites
- 2010/12/11 Final act published in Official Journal
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2010/11/24
Final act signed
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2010/11/24
End of procedure in Parliament
- #3035
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2010/10/11
Council Meeting
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2010/10/11
Act adopted by Council after Parliament's 1st reading
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2010/06/17
Results of vote in Parliament
- Results of vote in Parliament
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T7-0227/2010
summary
The European Parliament adopted by 464 votes to 41, with 57 abstentions a resolution setting out its position at first reading under the ordinary legislative procedure (formerly known as the codecision procedure) with a view to the adoption of the proposal for a directive of the European Parliament and of the Council amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. The amendments were the result of a compromise negotiated with the Council. They modify the Commission’s proposal as follows:Scope: the directive will not apply to:securities included in an offer where the total consideration of the offer in the European Union is less than EUR 5 000 000, which limit shall be calculated over a period of 12 months;non-equity securities issued in a continuous or repeated manner by credit institutions where the total consideration of the offer in the European Union is less than EUR 75 000 000, which limit shall be calculated over a period of 12 months, provided that these securities: i) are not subordinated, convertible or exchangeable; ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument.Definitions: the definition of "key information” is added: this relates to essential and appropriately structured information which is to be provided to investors with a view to enable them to understand the nature and the risks of the securities that are being offered to them or admitted to trading on a regulated market and, without prejudice to Article 5(2)(b), to decide which offers of securities to consider further. In light of the offer and securities concerned, the key information shall include the following elements:a short description of the risks associated with and essential characteristics of the issuer and any guarantor, including the assets, liabilities and financial position;a short description of the risk associated with and essential characteristics of the investment in the relevant security, including any rights attaching to the securities;general terms of the offer, including estimated expenses charged to the investor by the issuer or the offeror;details of the admission to trading;reasons for the offer and use of proceeds.The definition of a “company with reduced market capitalisation” is also introduced. It means a company listed on a regulated market and having had an average market capitalisation of less than EUR 100 000 000 on the basis of year-end quotes during the previous three calendar years.Requirement to publish a prospectus: the requirement to issue a prospectus does not apply to the following categories of offer:an offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors; and/oran 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/oran offer of securities whose denomination per unit amounts to at least EUR 100 000; and/oran offer of securities with a total consideration in the European Union of less than EUR 100 000, which limit shall be calculated over a period of 12 months.Liability: the issuer or the person responsible for drawing up the prospectus should be able to attach conditions to his or her consent. The consent, including any conditions attached thereto, shall be given in a written agreement between the parties involved 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 case of a base prospectus, for providing and filing final terms and no other prospectus should be required . However, in case 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 case of a base prospectus, final terms.Exceptions to the requirement to publish a prospectus: the requirement to publish a prospectus would not apply to 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;dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that the company has its head office or registered office in the European Union and provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer.This last derogation would also apply to a company established outside the European Union whose securities are admitted to trading either on a regulated market or on a third country market. In the latter case, the exemption shall apply provided that adequate information, including the document referred to above, is available at least in a language customary in the sphere of international finance and that the Commission has adopted an equivalence decision regarding the third country market concerned.The legal and supervisory framework of a third country may be considered equivalent if they fulfil the following conditions: i) markets in that third country are subject to authorisation and to effective supervision and enforcement on an ongoing basis; ii) markets have clear and transparent rules regarding admission of securities to trading so that such securities are capable of being traded in a fair, orderly and efficient manner, and are freely negotiable; iii) security issuers are subject to periodic and ongoing information requirements ensuring a high level of investor protection; and iv) it ensures market transparency and integrity by preventing market abuse in the form of insider dealing and market manipulation.Prospectus: according to the amended text, the prospectus must also include include a summary that, in a concise manner and in non-technical language, provides key information in the language in which the prospectus was originally drawn up. The format and content of the summary of the prospectus shall provide, in conjunction with the prospectus, appropriate information about essential elements of the securities concerned in order to aid investors when considering whether to invest in such securities.The summary shall be drawn up in a common format in order to facilitate comparability of the summaries of similar securities.Where the prospectus relates to the admission to trading on a regulated market of non equity securities having a denomination of at least EUR 100 000, there shall be no requirement to provide a summary except when requested by a Member State .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, or 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. The summary shall contain a clear warning in this respect.Validity of prospectus, base prospectus and registration document: a prospectus shall be valid for 12 monthsafter its approval. A registration document, previously filed and approved, shall be valid for a period of up to 12 months.Publication of prospectus: the prospectus will be considered to be available to the public once it has been published in electronic form on the issuer's website or, if applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents.Supplement to the prospectus: according to the amended text, 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 later, shall be mentioned in a supplement to the prospectus. Linguistic regime: where admission to trading on a regulated market of non-equity securities whose denomination per unit amounts to at least EUR 100 000 is sought in one or more Member States, the prospectus shall be drawn up either in a language accepted by the competent authorities of the home and host Member States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission to trading, as the case may be. Member States may choose to require in their national legislation that a summary be drawn up in their official language(s).Delegated acts: in order to take account of the technical developments in the financial markets and to specify the requirements laid down in Directive 2003/71/EC, the Commission should be empowered to adopt delegated acts in accordance with Article 290 of the Treaty on the Functioning of the European Union. In particular, delegated acts may be necessary concerning the updating of the limits and definitions and thresholds for reduced market capitalisation and SMEs established in this Directive and Directive 2003/71/EC, and specifying the detailed content and specific form of the summary. The text contains a number of provisions concerning the adoption of delegated acts.Review: five years after the entry into force of this Directive, the Commission shall assess the application of this Directive, in particular with regard to the application and the effects of the rules, including liability, regarding the summary with key information, the impact of exemption stipulated in Article 4(1)(e) on the protection of employees and the proportionate disclosure regime referred to in Article 7(2)(e) and (g), as well as the electronic publication of prospectuses according to Article 14 and it shall review Article 2(1)(m)(ii) in relation to the limitation on the determination of the home Member State for issues of non-equity securities with a denomination below EUR 1 000 in order to consider whether this provision should be maintained or removed. The Commission shall, furthermore, assess the need to revise the definition of the term 'public offer' and the need to define the terms 'primary market' and 'secondary market' and, in this respect, shall fully clarify the links between this Directive and Directives 2004/109/EC and 2003/6/EC. Following its assessment, the Commission shall present a report to the European Parliament and the Council, accompanied, where appropriate, by proposals to amend this Directive.
- 2010/06/15 Debate in Parliament
- 2010/03/26 Committee report tabled for plenary, 1st reading/single reading
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2010/03/23
Vote in committee, 1st reading/single reading
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2009/10/07
Committee referral announced in Parliament, 1st reading/single reading
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2009/09/23
Legislative proposal published
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COM(2009)0491
summary
PURPOSE: to amend Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.PROPOSED ACT: Directive of the European Parliament and of the Council. BACKGROUND: the European Council agreed, at its meeting on 8 and 9 March 2007, that administrative burdens on companies should be reduced by 25% by the year 2012 in order to enhance the competitiveness of companies in the Community.Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC has been identified by the Commission as one piece of legislation that contains a number obligations for companies, some of which seem burdensome. Those obligations need to be reviewed in order to reduce the burdens weighing on companies within the Community to the necessary minimum without compromising the protection of investors and the proper functioning of the securities markets in the Community.In order to further enhance investor protection and thus respond effectively to the current financial crisis, the summary of the prospectus should be improved in terms of simplicity and readability. This exercise will be consistent with the approach to be adopted following the Commission's Communication on Packaged Retail Investment Products, which aims for horizontal requirements on pre-contractual disclosures and selling practices for a wide range of retail investment product types (COM(2009)0204).This exercise is linked to the European Economic Recovery Plan and the financial services reform announced in the Communication of 4 March for the Spring European Council "Driving European Recovery" (see COM(2009)0114.IMPACT ASSESSMENT: policy options were considered for the following topics:divergent definitions of qualified investors in the Prospectus Directive and professional clients in Directive 2004/39/EC on markets in financial instruments (MiFID);restriction of the choice of home Member State for the issuers of non-equity securities below EUR 1 000;clarification of the requirements in the Directive in case of subsequent placements of securities through financial intermediaries (retail cascade);regime for Employees Shares Schemes in the Directive;functioning of the summary of the prospectus;burdensome disclosure requirements in case of rights issues of listed companies, offers of non-equity securities issued by credit institutions above the threshold mentioned in the Directive, and offers of securities of issuers with reduced market capitalization;lack of harmonized liability rules; burdensome disclosure regime for government guarantee schemes;duplication of disclosure requirements;requirements in the Directive relating to the printed form of the prospectus;clarification of the obligation to supplement a prospectus and the exercise of the right of withdrawal provided by the Directive;requirements in the Directive relating to the translation of the summary of the prospectus.Each policy option was assessed against the following criteria: investor protection, consumer confidence, efficiency, clarity and legal certainty, and reduction of disproportionate and administrative burdens. In view of the conclusions reached in the impact assessment, the European Commission considers appropriate to present a proposal amending the Prospectus Directive in order to address the following issues: (i) retail cascade; (ii) definition of qualified investor/professional client; (iii) exercise of the right of withdrawal; (iv) lack of harmonised rules on liability; (v) summary of the prospectus; (vi) employee shares schemes; (vii) duplication of transparency obligations; (viii) choice of home Member State for the issuers of non-equity securities; (ix) rights issues; (x) small quoted companies and small credit institutions; (xi) government guarantee schemes.The impact assessment shows that the preferred options will have positive impacts for investors, companies raising capital, financial intermediaries, employees and SMEs. The identifiable reduction of administrative burdens from the preferred options amounts to approximately EUR 302 million on an annual basis.CONTENT: the overarching goal of the current proposal is to simplify and improve the application of the Prospectus Directive, increasing its efficiency and enhancing the EU's international competitiveness, bearing in mind the importance of enhancing the level of investor protection envisaged in the Directive and ensuring that the information provided is sufficient and adequate to cover the needs of retail investors, particularly in the context of the financial market turbulence that started in 2007. The main elements of the proposed directive are as follows:Calculation methods of maximum offering amounts: the way limits of maximum offering amounts are calculated in the Directive may lead to varying interpretations in the different Member States. Therefore, for reasons of certainty and efficiency, it should be clarified that the total consideration of the offers mentioned in the Directive should be computed on a Community wide basis and not on a country-by-country basis. Moreover, as the limits set out in the Directive may eventually become outdated, in order to take account of the technical developments in the financial markets and to ensure uniform application of the Directive, the Commission shall be empowered to adopt implementing measures in relation to these limits. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny.Retail cascade: it is proposed to amend the Prospectus Directive in order to clarify that intermediaries should not be obliged to produce a new prospectus for each subsequent offer as long as they have the possibility to use the initial prospectus of the issuer (with the condition that such a prospectus is valid in accordance with the Directive). Definition of qualified investor/professional client: the definition of qualified investor should be modified to encompass the persons that are considered professional clients under MiFID.Exercise of the right of withdrawal: the time frame for the exercise of the right of withdrawal in the Prospectus Directive should be harmonised in all EU Member States; nevertheless issuers should have the possibility to expand the time frame voluntarily.Lack of harmonised rules on liability: the harmonisation of the liability standards is a goal that exceeds the Prospectus Directive. It is proposed to keep the status quo as regards this issue.Summary of the prospectus: the content of the summary of the prospectus should be standardised following the approach adopted by the European Commission in its Communication on Packaged Retail Investment Products.Employee shares schemes: the exemption for employee shares schemes in the Prospectus Directive should be extended to employees of companies listed in markets other than EU regulated markets and non-listed companies.Duplication of transparency obligations: the disclosure requirements in the Prospectus Directive should be abolished.Choice of home Member State for the issuers of non-equity securities: issuers of non-equity should be entitled to choose a home Member State regardless of the denomination per unit of the offer. The threshold of EUR 1000 should be deleted from the Prospectus Directive.Rights issues: it is proposed to introduce the principle of a reduced disclosure regime for prospectuses for rights issues in the Directive; this regime should be supplemented through implementing measures, i.e. a modification in the implementing regulation. Small quoted companies and small credit institutions: the raise of capital of small quoted companies and small credit institutions should be subject to "proportionate" disclosure requirements. Article 5 of the Prospectus Directive should reflect this principle and the European Commission should be empowered to put in place implementing legislation specifying the disclosure requirements in this regard.Government Guarantee Schemes: the Prospectus Directive should clarify that issuers of securities guaranteed by a Member State are not obliged to include in the prospectus information about the State guarantor (though it should contain information about the guarantee).BUDGETARY IMPLICATION: the proposal has no implication for the Community budget.
- DG {'url': 'http://ec.europa.eu/dgs/internal_market/', 'title': 'Internal Market and Services'}, BARNIER Michel
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COM(2009)0491
summary
Documents
- Legislative proposal published: COM(2009)0491
- Committee report tabled for plenary, 1st reading/single reading: A7-0102/2010
- Debate in Parliament: Debate in Parliament
- Results of vote in Parliament: Results of vote in Parliament
- Decision by Parliament, 1st reading/single reading: T7-0227/2010
- : Directive 2010/73
- : OJ L 327 11.12.2010, p. 0001
Amendments | Dossier |
106 |
2009/0132(COD)
2010/02/25
ECON
106 amendments...
Amendment 100 #
Proposal for a directive – amending act Article 1 – point 2 – point b Directive 2003/71/EC Article 2 – paragraph 1 – point m – point ii Amendment 101 #
Proposal for a directive – amending act Article 1 – point 2 a (new) Directive 2003/71/EC 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) Directive 2003/71/EC 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) Directive 2003/71/EC 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 104 #
Proposal for a directive – amending act Article 1 – point 3 – point -a (new) Directive 2003/71/EC 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 105 #
Proposal for a directive – amending act Article 1 – point 3 – point -a a (new) Directive 2003/71/EC 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 250 000 per investor, for each separate offer, and/or "
Amendment 106 #
Proposal for a directive – amending act Article 1 – point 3 – point -a a (new) Directive 2003/71/EC 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 107 #
Proposal for a directive – amending act Article 1 – point 3 – point -a a (new) Directive 2003/71/EC 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 108 #
Proposal for a directive – amending act Article 1 – point 3 – point -a b (new) Directive 2003/71/EC Article 3 – paragraph 2 – point d (-ab) In paragraph 2, point (d) is replaced by the following: "d) an offer of securities whose denomination per unit amounts to at least EUR 250 000; and/or"
Amendment 109 #
Proposal for a directive – amending act Article 1 – point 3 – point -a b (new) Directive 2003/71/EC Article 3 – paragraph 2 – point d (-ab) 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 110 #
Proposal for a directive – amending act Article 1 – point 3 – point -a b (new) Directive 2003/71/EC 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 111 #
Proposal for a directive – amending act Article 1 – point 3 – point a a (new) Directive 2003/71/EC Article 3 – paragraph 2 – point e a (new) (aa) In the paragraph 2, the following point is added after point (e): "(ea) rights issues of companies whose securities are already admitted for trading on a regulated market. Member states may also choose to extend this exemption to offers of equity securities by companies whose equity securities are admitted to trading on a Multilateral trading facility (MTF) as defined in Article 4(1)(15) of Directive 2004/39/EC."
Amendment 112 #
Proposal for a directive – amending act Article 1 – point 3 – point a a (new) Directive 2003/71/EC Article 3 – paragraph 2 – point e a (new) (aa) In paragraph 2, the following point is added after point (e): "(ea) rights issues of companies whose securities are already admitted for trading on a regulated market. Member states may also choose to extend this proportionality disclosure regime to offers of equity securities by companies whose equity securities are admitted to trading on a Multilateral trading facility (MTF) as defined in Article 4(1)(15) of Directive 2004/39/EC."
Amendment 113 #
Proposal for a directive – amending act Article 1 – point 3 – point a a (new) Directive 2003/71/EC Article 3 – paragraph 2 – point e a (new) (aa) In paragraph 2, the following point is added after point (e): "(ea) an offer of securities after publication of a prospectus relating to such securities of this issuer already admitted to trading on a regulated market."
Amendment 114 #
Proposal for a directive – amending act Article 1 – point 3 – point b Directive 2003/71/EC Article 3 – paragraph 2 Amendment 115 #
Proposal for a directive – amending act Article 1 – point 3 – point b Directive 2003/71/EC 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
Amendment 116 #
Proposal for a directive – amending act Article 1 – point 3 – point b Directive 2003/71/EC 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 and, if applicable, any other entity which, pursuant to national law, is liable for the accuracy of the content of such prospectus consents to its use.
Amendment 117 #
Proposal for a directive – amending act Article 1 – point 3 – point b a (new) Directive 2003/71/EC Article 3 – paragraph 3 a (new) (ba) The following paragraph is inserted after paragraph 3: "3a. In order to take account of technical developments on financial markets, including inflation, the Commission shall adopt, by means of delegated acts in accordance with Articles 24a, 24b and 24c, measures concerning the thresholds in Article 3(2)(c) to (e)."
Amendment 118 #
Proposal for a directive – amending act Article 1 – point 3 a (new) Directive 2003/71/EC Article 4 – paragraph 1 – point a 3a. In Article 4(1), point (a) is replaced by the following: "(a) shares, or shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares, issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital;"
Amendment 119 #
Proposal for a directive – amending act Article 1 – point 3 b (new) Directive 2003/71/EC 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 120 #
Proposal for a directive – amending act Article 1 – point 3 c (new) Directive 2003/71/EC Article 4 – paragraph 1 – point d 3c. In Article 4(1), point (d) is replaced by the following: "(d) shares, or shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares, offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;"
Amendment 121 #
Proposal for a directive – amending act Article 1 – point 4 Directive 2003/71/EC Article 4 – paragraph 1 – point e Amendment 122 #
Proposal for a directive – amending act Article 1 – point 4 Directive 2003/71/EC Article 4 – paragraph 1 – point e (e) securities offered, allotted or to be allotted to existing or former directors or employees by their employer, which has securities already admitted to trading on a regulated market or on a multilateral trading facility as defined in Article 4(1)(15) of Directive 2004/39/EC or by an affiliated undertaking, provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer
Amendment 123 #
Proposal for a directive – amending act Article 1 – point 4 a (new) Directive 2003/71/EC Article 4 – paragraph 2 – point a 4a. In Article 4(2), point (a) is replaced by the following: "(a) shares, or shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares, representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;"
Amendment 124 #
Proposal for a directive – amending act Article 1 – point 4 b (new) Directive 2003/71/EC Article 4 – paragraph 2 – point b 4b. In Article 4(2), point (b) is replaced by the following: "(b) shares, or shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares, issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issuing of such shares does not involve any increase in the issued capital;"
Amendment 125 #
Proposal for a directive – amending act Article 1 – point 4 c (new) Directive 2003/71/EC Article 4 – paragraph 2 – point e Amendment 126 #
Proposal for a directive – amending act Article 1 – point 4 d (new) Directive 2003/71/EC Article 4 – paragraph 2 – point g 4d. In Article 4(2), point (g) is replaced by the following: "(g)shares, or shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market;"
Amendment 127 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC 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.
Amendment 128 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC Article 5 – paragraph 2 – subparagraph 1 – introductory part 2. The prospectus shall contain information concerning the issuer and the securities to
Amendment 129 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC 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.
Amendment 130 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC 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,
Amendment 131 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC 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. 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.
Amendment 132 #
Proposal for a directive – amending act Article 1 – point 5 Directive 2003/71/EC 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
Amendment 133 #
Proposal for a directive – amending act Article 1 – point 5 a (new) Directive 2003/71/EC Article 5 – paragraph 3 5a. Article 5(3) is replaced by the following: "[...]]The issuer, offeror or person asking for the admission to trading on a regulated market may draw up the prospectus as a single document or separate documents. A prospectus composed of separate documents shall divide the required information into a registration document, a securities note and a summary note. The registration document shall contain the information relating to the issuer. The securities note shall contain the information concerning the securities offered to the public or to be admitted to trading on a regulated market."
Amendment 134 #
Proposal for a directive – amending act Article 1 – point 5 d (new) Directive 2003/71/EC Article 6 – paragraph 1 5d. Article 6(1) is replaced by the following: "1. Member States shall ensure that responsibility for the information given in a prospectus relates at least to the issuer or its administrative, management or supervisory bodies, the offeror, the person asking for the admission to trading on a regulated market or the guarantor, as the case may be, identifying one person amongst issuer and offeror who would be responsible for the entire document. The persons responsible shall be clearly identified in the prospectus by their names and functions or, in the case of legal persons, their names and registered offices, as well as declarations by them that, to the best of their knowledge, the information contained in the prospectus is in accordance with the facts and that the prospectus makes no omission likely to affect its import."
Amendment 135 #
Proposal for a directive – amending act Article 1 – point 6 Directive 2003/71/EC 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
Amendment 136 #
Proposal for a directive – amending act Article 1 – point 6 Directive 2003/71/EC 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
Amendment 137 #
Proposal for a directive – amending act Article 1 – point 6 a (new) Directive 2003/71/EC Article 6 – paragraph 2 a (new) 6a. In Article 6, the following paragraph is added after paragraph 2: "2a. The Member States shall ensure that the persons, who are responsible for the prospectus are liable independent of the fact whether the investor knew the prospectus."
Amendment 138 #
Proposal for a directive – amending act Article 1 – point 7 – point b Directive 2003/71/EC Article 7 – paragraph 2 – point g Amendment 139 #
Proposal for a directive – amending act Article 1 – point 7 – point b Directive 2003/71/EC Article 7 – paragraph 2 – point g Amendment 140 #
Proposal for a directive – amending act Article 1 – point 7 – point b Directive 2003/71/EC Article 7 – paragraph 2 – point g (g)
Amendment 141 #
Proposal for a directive – amending act Article 1 – point 7 – point b Directive 2003/71/EC Article 7 – paragraph 2 – point g (g) a proportionate disclosure regime shall apply to rights issues and convertible bond issues of companies whose shares are admitted to trading on a regulated market.
Amendment 142 #
Proposal for a directive – amending act Article 1 – point 8 Directive 2003/71/EC Article 8 – paragraph 3a 8. In Article 8, the following paragraph
Amendment 143 #
Proposal for a directive – amending act Article 1 – point 9 – point a Directive 2003/71/EC Article 9 – paragraphs 1 and 2 Amendment 144 #
Proposal for a directive – amending act Article 1 – point 9 – point a Directive 2003/71/EC Article 9 – paragraphs 1 and 2 1. A prospectus shall be valid for 12
Amendment 145 #
Proposal for a directive – amending act Article 1 – point 9 – point a Directive 2003/71/EC Article 9 – paragraphs 1 and 2 1. A prospectus shall be valid for 12
Amendment 146 #
Proposal for a directive – amending act Article 1 – point 9 – point b Directive 2003/71/EC Article 9 – paragraph 4 Amendment 147 #
Proposal for a directive – amending act Article 1 – point 9 – point b Directive 2003/71/EC Article 9 – paragraph 4 4. A registration document, as referred to in Article 5(3), previously filed
Amendment 148 #
Proposal for a directive – amending act Article 1 – point 9 – point b Directive 2003/71/EC 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 12
Amendment 149 #
Proposal for a directive – amending act Article 1 – point 9 – point b Directive 2003/71/EC 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 12
Amendment 150 #
Proposal for a directive – amending act Article 1 – point 10 Directive 2003/71/EC Article 10 Amendment 151 #
Proposal for a directive – amending act Article 1 – point 10 a (new) Directive 2003/71/EC Article 10 – paragraph 3 10a. Article 10(3) is replaced by the following: "The obligation set out in paragraph 1 shall not apply to issuers of non-equity securities whose denomination per unit amounts to at least EUR 250 000."
Amendment 152 #
Proposal for a directive – amending act Article 1 – point 12 a (new) Directive 2003/71/EC Article 13 – paragraph 4 12a. Article 13(4) is replaced by the following: "If the competent authority finds, on reasonable grounds, that the documents submitted to it are incomplete or that supplementary information is needed, the time limits referred to in paragraphs 2 and 3 shall apply only from the date on which such information is provided by the issuer, the offeror or the person asking for admission to trading on a regulated market. In the case referred to in paragraph 2 the competent authority should notify the issuer, the offeror or the person asking for admission to trading on a regulated market if the documents are incomplete or supplementary information is needed within 10 working days of the submission of the application."
Amendment 153 #
Proposal for a directive – amending act Article 1 – point 12 b (new) Directive 2003/71/EC Article 14 – paragraph 2 – point c Amendment 154 #
Proposal for a directive – amending act Article 1 – point 13 Directive 2003/71/EC Article 14 – paragraph 4 Amendment 155 #
Proposal for a directive – amending act Article 1 – point 13 a (new) Directive 2003/71/EC Article 14 – paragraph 7 a (new) 13a. In Article 14 the following paragraph is inserted after paragraph 7: "7a. The investor shall be provided with a summary of all prospectuses."
Amendment 156 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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
Amendment 157 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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
Amendment 158 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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
Amendment 159 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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
Amendment 160 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC Article 16 – paragraph 2 2.
Amendment 161 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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
Amendment 162 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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,
Amendment 163 #
Proposal for a directive – amending act Article 1 – point 14 Directive 2003/71/EC 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.
Amendment 164 #
Proposal for a directive – amending act Article 1 – point 15 a (new) Directive 2003/71/EC Article 19 – paragraph 2 - subparagraph 1 15a. In Article 19(2), the first subparagraph is replaced by the following: "2. Where an offer to the public is made or admission to trading on a regulated market is sought in one or more Member States excluding the home Member State, the prospectus shall be drawn up either in a language accepted by the competent authorities of those Member States or in a language customary in the sphere of international finance, at the choice of the issuer, offeror or person asking for admission, as the case may be.[...]"
Amendment 165 #
Proposal for a directive – amending act Article 1 – point 15 b (new) Directive 2003/71/EC Article 19 – paragraph 3 15b. Article 19(3) is replaced by the following: "3. Where an offer to the public is made or admission to trading on a regulated market is sought in more than one Member State including the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State and shall also be made available either in a language accepted by the competent authorities of each host Member State or in a language customary in the sphere of international finance, at the choice of the issuer, offeror, or person asking for admission to trading, as the case may be.[...]"
Amendment 166 #
Proposal for a directive – amending act Article 1 – point 15 c (new) Directive 2003/71/EC Article 19 – paragraph 4 a (new) 15c. In Article 19 the following paragraph is inserted after paragraph 4: "4a. Notwithstanding paragraphs 1 to 3, the Capital Market Prospectus and summary shall also be drafted in the language of the Member State in which the investment is publicly offered."
Amendment 167 #
Proposal for a directive – amending act Article 1 – point 15 e (new) Directive 2003/71/EC Article 24 a (new) 15e. The following article is inserted after Article 24: "Article 24a Revocation of the delegation 1. The delegation of power referred to in Article 1(3a), Article 2(4), Article 4(3), Article 5(5) and (5a), Article 7(1) and (3), Article 8(4), Article 11(3), Article 13(7), Article 14(8), Article 15(7) and Article 20(3) may be revoked by the European Parliament or by the Council. 2. The institution which has commenced an internal procedure for deciding whether to revoke the delegation of power shall endeavour to inform the other institution and the Commission stating the delegated powers which could be subject to revocation. 3. The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union."
Amendment 168 #
Proposal for a directive – amending act Article 1 – point 15 f (new) Directive 2003/71/EC Article 24 b (new) Amendment 169 #
Proposal for a directive – amending act Article 2 – point 1 c (new) Directive 2004/109/EC Article 8 – paragraph 3 a (new) 1c. In Article 8, the following paragraph is inserted after paragraph 3: "3a. There shall be no requirement for the information provided in accordance with Articles 4, 5 and 6 to contain information about central bank lending or other liquidity facilities provided to a particular credit institution by an ESCB central bank."
Amendment 170 #
Proposal for a directive – amending act Article 2 – point 1 d (new) Directive 2004/109/EC Article 11 – paragraph 1 1d. Article 11(1) is replaced by the following: "1. Articles 9 and 10(c) shall not apply to shares provided to or by the members of the ESCB in carrying out their functions as monetary authorities, including shares provided to or by members of the ESCB under a pledge or repurchase or similar agreement for liquidity granted for monetary policy purposes or within a payment system or in the context of other central bank lending or liquidity facilities."
Amendment 171 #
Proposal for a directive – amending act Article 2 – point 1 s (new) Directive 2004/109/EC Article 27 a (new) 1s. The following article is inserted after Article 27: "Article 27a Revocation of the delegation 1. The delegation of power referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8) Article 13(2) Article 14(2), Article 17(4) Article 18(5), Article 19(4) Article 21(4), Article 23(4), Article 23(5) and Article 23(7) may be revoked by the European Parliament or by the Council. 2. The institution which has commenced an internal procedure for deciding whether to revoke the delegation of power shall endeavour to inform the other institution and the Commission stating the delegated powers which could be subject to revocation. 3. The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union."
Amendment 172 #
Proposal for a directive – amending act Article 2 – point 1 t (new) Directive 2004/109/EC Article 27 b (new) 1t. The following article is inserted after Article 27a: "Article 27b Objections to delegated acts 1. The European Parliament or the Council may object to a delegated act within a period of four months from the date of notification. At the initiative of the European Parliament or the Council this period shall be extended by two months. 2. If on the expiry of that period, neither the European Parliament nor the Council has objected to the delegated act, it shall enter into force at the date state therein. 3. If the European Parliament or the Council objects to a delegated act, it shall not enter into force."
Amendment 67 #
Proposal for a directive – amending act Recital 6 (6) For the purposes of private placements of securities, investment firms and credit institutions should be entitled to treat as qualified investors those natural or legal persons that are considered to be or that they treat as professional clients, or that are recognized eligible counterparties in accordance with Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments
Amendment 68 #
Proposal for a directive – amending act Recital 7 Amendment 69 #
Proposal for a directive – amending act Recital 8 (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
Amendment 70 #
Proposal for a directive – amending act 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
Amendment 71 #
Proposal for a directive – amending act Recital 9 Amendment 72 #
Proposal for a directive – amending act Recital 10 Amendment 73 #
Proposal for a directive – amending act Recital 10 (10) The summary of the prospectus
Amendment 74 #
Proposal for a directive – amending act Recital 10 (10) The summary of the prospectus is a key source of information for retail investors. It should be short, simple and easy for targeted investors to understand. It should focus on the key information 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 the investment proposal described in the prospectus. Therefore, Member States should attach civil liability on the basis of the summary
Amendment 75 #
Proposal for a directive – amending act 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 76 #
Proposal for a directive – amending act Recital 10 b (new) (10b) The key information document should replace the summary of the prospectus for the purposes of the notification process. The final terms should complement the key information document where those terms are not known at the time of drawing up the key information document. The information contained in the final terms should be given in the same format as the key information document of the base prospectus.
Amendment 77 #
Proposal for a directive – amending act Recital 11 (11) In order to
Amendment 78 #
Proposal for a directive – amending act 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
Amendment 79 #
Proposal for a directive – amending act 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 80 #
Proposal for a directive – amending act Recital 11 a (new) (11a) The proportionate disclosure regime should take account of the special needs of SMEs to the highest extent possible. The measures elaborating the model for a light regime for SMEs should also consider the role of small and medium- sized issuers.
Amendment 81 #
Proposal for a directive – amending act 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 82 #
Proposal for a directive – amending act Recital 13 Amendment 83 #
Proposal for a directive – amending act Recital 13 Amendment 84 #
Proposal for a directive – amending act Recital 13 (13)
Amendment 85 #
Proposal for a directive – amending act Recital 15 (15) In order to clarify whether the requirement to publish a supplement to the prospectus ends with the start of trading of the securities on a regulated market
Amendment 86 #
Proposal for a directive – amending act Recital 15 (15) In order to clarify whether the requirement to publish a supplement to the prospectus ends with the start of trading of the securities on a regulated market irrespective of whether the offering period has closed, the obligation to supplement a prospectus should be terminated at the final closing of the offering period or the time when trading of such securities on a regulated market begins, whichever occurs
Amendment 87 #
Proposal for a directive – amending act Recital 15 (15) In order to clarify whether the requirement to publish a supplement to the prospectus ends with the start of trading of the securities on a regulated market irrespective of whether the offering period has closed, the obligation to supplement a prospectus should be terminated at the final closing of the offering period or the time when trading of such securities on a regulated market begins, whichever occurs earlier. The requirement to supplement the prospectus should cease once the transparency obligations laid down in Directives 2004/109/EC and 2003/6/EC apply.
Amendment 88 #
Proposal for a directive – amending act 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 89 #
Proposal for a directive – amending act Recital 19 (19) In
Amendment 90 #
Proposal for a directive – amending act Article 1 – point 1 – point a – point i Directive 2003/71/EC 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
Amendment 91 #
Proposal for a directive – amending act Article 1 – point 1 – point a – point i Directive 2003/71/EC 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
Amendment 92 #
Proposal for a directive – amending act Article 1 – point 1 – point a – point i Directive 2003/71/EC 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
Amendment 93 #
Proposal for a directive – amending act Article 1 – point 1 – point a – point i Directive 2003/71/EC 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
Amendment 94 #
Proposal for a directive – amending act Article 1 – point 1 – point a – point ii Directive 2003/71/EC Article 1 – paragraph 2 – point j (j) non-equity securities issued in a continuous or repeated manner by credit institutions where the total consideration of the offer in the Community is less than EUR
Amendment 95 #
Proposal for a directive – amending act Article 1 – point 2 – point a – point i Directive 2003/71/EC 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 unless they have requested that they be treated as non-professional clients. Such request shall be communicated to the issuer.
Amendment 96 #
Proposal for a directive – amending act Article 1 – point 2 – point a – point i Directive 2003/71/EC 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 Directive 2003/71/EC Article 2 – paragraph 1 – point e (ii) points (ii), (iii), (iv) and (
Amendment 98 #
Proposal for a directive – amending act Article 1 – point 2 – point a a (new) Directive 2003/71/EC 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 99 #
Proposal for a directive – amending act Article 1 – point 2 – point a a (new) Directive 2003/71/EC 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 and having had an average market capitalisation of less than EUR 100000 000 on the basis of year-end quotes during the previous three calendar years."
source: PE-439.226
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