Progress: Procedure completed
Role | Committee | Rapporteur | Shadows |
---|---|---|---|
Lead | ECON | JEŽEK Petr ( ALDE) | VANDENKENDELAERE Tom ( PPE), GILL Neena ( S&D), SWINBURNE Kay ( ECR), URTASUN Ernest ( Verts/ALE), VON STORCH Beatrix ( EFDD), KAPPEL Barbara ( ENF) |
Committee Opinion | JURI | ||
Committee Opinion | IMCO | FORD Vicky ( ECR) | Antanas GUOGA ( PPE) |
Committee Opinion | LIBE |
Lead committee dossier:
Legal Basis:
RoP 59-p4, TFEU 114
Legal Basis:
RoP 59-p4, TFEU 114Subjects
Events
PURPOSE: to enhance investor protection and improve market efficiency by simplifying the administrative burdens relating to the publication of a prospectus for the issuing and offering of securities.
LEGISLATIVE ACT: Regulation (EU) 2017/1129 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 on a regulated market, and repealing Directive 2003/71/EC.
CONTENT: the Regulation lays down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market situated or operating within a Member State.
Prospectuses present information about a company that enables investors to decide whether to purchase securities issued or offered by that company. Divergent approaches would result in fragmentation of the internal market.
The new rules replace Directive 2003/71/EC, and aim to ensure the protection of investors and market efficiency , whilst strengthening the internal market for capital.
Purpose, scope and exemptions: the Regulation states that no prospectus will be required for capital raisings and crowd funding projects up to EUR 1 million , expressed as the total consideration of the offer in the Union over a period of 12 months.
Furthermore, the obligation to publish a prospectus shall not apply to an offer of securities addressed solely to qualified investors or an offer of securities whose denomination per unit amounts to at least EUR 100 000.
The threshold beyond which a prospectus is mandatory is increased to EUR 8 million in capital raised, calculated over a period of 12 months.
Drawing up of the prospectus: a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of: (i) the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any guarantor; (ii) the rights attaching to the securities; and (iii) the reasons for the issuance and its impact on the issuer.
The prospectus should include a clear and accurate summary (7 pages) providing, apart from information about issuer:
· a warning that the investor could lose all or part of the invested capital and, where the investor’s liability is not limited to the amount of the investment, and the extent of such potential loss;
· where applicable, a comprehension alert as defined in the text;
· a brief description of the nature and scope of the guarantee, the most material risk factors specific to the issuer contained in the prospectus, and the reasons for the offer.
Frequent issuers may draw up a simplified prospectus under the simplified disclosure regime for secondary issuances . The time limit for approval in such cases is reduced to five working days.
Paper prospectuses will no longer be required, unless a potential investor requests one.
Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market.
A European online prospectus database will be operated free of charge by the European Securities and Markets Authority.
The EU growth prospectus: in order to encourage the use of capital market financing by SMEs, the Regulation establishes a specific proportionate EU Growth prospectus regime which is standardized and simplified for:
· SMEs;
· issuers whose securities are traded on an SME growth market, provided that those issuers had an average market capitalisation of less than EUR 500 million on the basis of end-year quotes for the previous three calendar years; and
· issuers where the offer of securities to the public is of a total consideration in the Union that does not exceed EUR 20 million calculated over a period of 12 months.
Once approved, an EU Growth prospectus will benefit from the passporting regime under the Regulation and therefore be valid for any offer of securities to the public across the Union.
Issuers established in third countries: the competent authority of the home Member State of a third country issuer may approve a prospectus drawn up in accordance with the national laws of the third country issuer, provided that:
· the information requirements imposed by those third country laws are equivalent to the requirements under this Regulation; and
· the competent authority of the home Member State has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer.
Review: before 21 July 2022 the Commission shall present a report on the application of the Regulation, accompanied where appropriate by a legislative proposal.
ENTRY INTO FORCE: 20.7.2017.
APPLICATION: from 21.7.2019 (with the exception of certain provisions that apply from 20.7.2017 and from 21.7.2018).
DELEGATED ACTS: the Commission may adopt delegated acts in order to supplement non-essential elements of the Directive. The power to adopt such acts is conferred on the Commission for an indeterminate period from 20 July 2017 . The European Parliament or the Council have the right to object to a delegated act within three months (which may be extended by three months) from the date of notification of the act.
The European Parliament adopted by 517 votes to 109, with 71 abstentions, a legislative resolution on the proposal for a regulation 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.
Parliament’s position adopted in first reading following the ordinary legislative procedure amended the Commission proposal as follows:
Purpose, scope and derogations : the Regulation lays down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market situated or operating within a Member State.
Parliament noted that this Regulation shall not apply to an offer of securities to the public with a total consideration in the Union of less than EUR 1 000 000 , which shall be calculated over a period of 12 months.
The obligation to publish a prospectus shall not apply to: (i) an offer of securities whose denomination per unit amounts to at least EUR 100 000; (ii) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 75 000 000 per credit institution calculated over a period of 12 months, under certain conditions.
Obligation to publish a prospectus and exemption : securities shall be offered to the public in the Union only after prior publication of a prospectus in accordance with the Regulation. Member States may decide to exempt offers of securities to the public from the obligation to publish a prospectus provided that the total consideration of the offer in the Union does not exceed EUR 8 000 000 calculated over a period of 12 months.
Drawing up of the prospectus : the prospectus shall contain the relevant and necessary information which an investor would reasonably require in relation to an investment in securities in order to be able to make an informed assessment of: (a) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor; and (b) the rights attaching to such securities.
That information shall be drafted and presented in an easily analysable, succinct and comprehensible form and may vary depending on the nature of the issuer; the type of securities and the circumstances of the issuer.
The prospectus summary : the prospectus shall include a summary (written in a concise manner and of a maximum length of seven sides of A4-sized paper when printed) including the following information:
information on the issuer (identity and contact details of the issuer, including its legal entity identifier (LEI), key information on the offer of securities to the public and/or the admission to trading on a regulated market; a warning that the investor could lose more than the invested capital and the extent of such potential loss; where applicable, the comprehension alert if the document is difficult to understand; a brief description of the nature and scope of the guarantee ; a brief description of the most material risk factors specific to the securities contained in the prospectus; a brief description of the reasons for the offer or for the admission to trading on a regulated market.
Frequent issuers may choose to draw up a simplified prospectus under the simplified disclosure regime for secondary issuances.
EU Growth prospectus : in order to facilitate access to financing on capital markets for SMEs in the Union, Parliament proposed an EU Growth prospectus which is a simplified prospectus under the proportionate disclosure regime set out in this Article in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market: (i) SMEs; (ii) issuers, other than SMEs, whose securities are traded or are to be traded on an SME growth market, provided that those issuers had an average market capitalisation of less than EUR 500 000 000 on the basis of end-year quotes for the previous three calendar years; (iii) issuers, where the offer of securities to the public is of a total consideration in the Union that does not exceed EUR 20 000 000 calculated over a period of 12 months.
Once approved, an EU Growth prospectus should benefit from the passporting regime under this Regulation and should therefore be valid for any offer of securities to the public across the Union.
Risk factors : Parliament stated that the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be of most relevance to the investor when the investor is making an investment decision. The description of the risk factors in the summary should be of relevance to the specific offer and should be prepared solely for the benefit of investors and not give general statements on investment risk, or limit the liability of the issuer, offeror or any persons acting on their behalf.
Those risk factors shall also include the risks resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring.
ESMA shall develop guidelines on the assessment of the specificity and materiality of risk factors. In addition, ESMA shall develop guidelines to assist competent authorities in their review of risk factors in a manner that encourages appropriate and focused risk factor disclosure by issuers.
The European Parliament adopted amendments to the proposal for a regulation 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.
The matter was referred back to the competent committee for reconsideration. The vote on the legislative resolution was set back to a later sitting.
The main amendments adopted in plenary were as follows:
Purpose and scope : the Regulation shall not apply to:
offers of securities to the public addressed to fewer than 350 natural or legal persons per Member State and in a total of no more than 4000 natural or legal persons in the Union, other than qualified investors or other investors that fulfil the conditions set out in Regulation (EU) No 345/2013 on European venture capital funds; offers with a total consideration in the Union of less than EUR 1 000 000 , which shall be calculated over a period of 12 months.
With regard to offers of securities, Member States should refrain from imposing at national level other disclosure requirements that could constitute a disproportionate or unnecessary burden. Where Member States impose such national disclosure requirements, they should notify the Commission and ESMA of the applicable rules.
Obligation to publish a prospectus and exemption : securities shall be offered to the public in the Union only after prior publication of a prospectus in accordance with the Regulation. They shall be admitted to trading on a regulated market established in the Union only after prior publication of a prospectus.
Member States may decide to exempt offers of securities to the public from the obligation to publish a prospectus provided that the total consideration of the offer in the Union does not exceed EUR 5 000 000 calculated over a period of 12 months.
Public offers made under the exemption shall contain a clear indication that the public offer is not of a cross-border nature.
Drawing up of the prospectus: the prospectus shall contain the relevant and necessary information which an investor would reasonably require in relation to an investment in securities in order to be able to make an informed assessment of: (a) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor; and (b) the rights attaching to such securities.
That information shall be drafted and presented in an easily analysable, succinct and comprehensible form and may vary depending on the nature of the issuer; the type of securities and the circumstances of the issuer.
The prospectus summary : Members recommended that no summary should be required where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered solely to qualified investors.
In exceptional cases, however, the competent authority may allow the issuer to draw up a longer summary of up to a maximum of 10 sides of A4-sized paper (instead of 6 sides) when printed where the complexity of the issuer's activities, the nature of the issue, or the nature of the securities issued so requires.
The first section of the summary shall be an introduction containing general and specific warnings , including the extent to which investors could lose their investment in a worst case scenario. Furthermore, the summary shall contain, inter alia:
the name and international securities identification numbers (ISIN) of the securities; the identity and contact details of the issuer, including its legal entity identifier (LEI); the identity and contact details of the offeror, including its LEI if the offeror has legal personality.
As regards the form and content of the prospectus, the Commission shall draw up two sets of separate and materially different prospectus schedules setting out the information requirements applicable to non-equity securities adapted to the different investor classes - qualified or nonqualified – to whom the offer is addressed, taking into account the different information needs of those investors.
The simplified disclosure regime should also be applicable to multilateral trading facilities (MTFs), other than an SME growth market, where those MTFs have disclosure requirements equivalent to the ones required for SME growth markets under Directive 2014/65/EU .
EU Growth prospectus : Parliament proposed that the Regulation should establish a specific proportionate EU Growth prospectus regime which is available to SMEs , to issuers making an offer of securities to the public that are to be admitted to trading on an SME growth market and to issuers offering securities to the public with a total consideration in the Union not exceeding EUR 20 000 000 .
Once approved, EU Growth prospectuses should benefit from the passporting regime under the Regulation and should therefore be valid for any offer of securities to the public across the Union.
An EU Growth prospectus shall be a standardised document , which is easy for issuers to complete and should cover key information on the issuer, on the securities and on the offer. The Commission should take into account the need to facilitate access to capital markets for SMEs while ensuring investor confidence in investing in such companies, the need to minimise costs and burden for SMEs.
Risk factors : these shall also include the risks resulting from the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring.
ESMA shall develop guidelines on the assessment of the specificity and materiality of risk factors. In addition, ESMA shall develop guidelines to assist competent authorities in their review of risk factors in a manner that encourages appropriate and focused risk factor disclosure by issuers.
Advertisements: according to the amended text, the competent authority of the Member State where the advertisements are disseminated should have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in the Regulation.
The Committee on Economic and Monetary Affairs adopted the report by Petr JEŽEK (ADLE, CZ) on the proposal for a regulation 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.
The committee recommended that the European Parliament’s position adopted at first reading following the ordinary legislative procedure should amend the Commission proposal as follows:
Purpose and scope : this Regulation shall not apply to:
offers of securities to the public addressed to fewer than 350 natural or legal persons per Member State and in a total of no more than 4000 natural or legal persons in the Union, other than qualified investors or other investors that fulfil the conditions set out in Regulation (EU) No 345/2013 on European venture capital funds; offers with a total consideration in the Union of less than EUR 1 000 000 , which shall be calculated over a period of 12 months.
Obligation to publish a prospectus and exemption : securities shall be offered to the public in the Union only after prior publication of a prospectus in accordance with this Regulation. They shall be admitted to trading on a regulated market established in the Union only after prior publication of a prospectus.
Member States may decide to exempt offers of securities to the public from the obligation to publish a prospectus provided that the total consideration of the offer in the Union does not exceed EUR 5 000 000 calculated over a period of 12 months.
Public offers made under the exemption shall contain a clear indication that the public offer is not of a cross-border nature.
Drawing up of the prospectus : the prospectus shall contain the relevant and necessary information which an investor would reasonably require in relation to an investment in securities in order to be able to make an informed assessment.
That information shall be drafted and presented in an easily analysable, succinct and comprehensible form and may vary depending on the nature of the issuer; the type of securities and the circumstances of the issuer.
Only in exceptional cases, however, the competent authority may allow the issuer to draw up a longer summary of up to a maximum of 10 sides of A4-sized paper (instead of 6 sides) when printed where the complexity of the issuer's activities, the nature of the issue, or the nature of the securities issued so requires.
The first section of the summary shall be an introduction containing general and specific warnings , including the extent to which investors could lose their investment in a worst case scenario. Furthermore, the summary shall contain, inter alia : (i) the name and international securities identification numbers (ISIN) of the securities; (ii) the identity and contact details of the issuer, including its legal entity identifier (LEI); (iii) the identity and contact details of the offeror, including its LEI if the offeror has legal personality.
As regards the form and content of the prospectus, the Commission shall draw up two sets of separate and materially different prospectus schedules setting out the information requirements applicable to non-equity securities adapted to the different investor classes - qualified or nonqualified – to whom the offer is addressed, taking into account the different information needs of those investors.
European Securities and Markets Authority (ESMA) : ESMA shall develop guidelines on the assessment of the specificity and materiality of risk factors. In addition, ESMA shall develop guidelines to assist competent authorities in their review of risk factors in a manner which encourages appropriate and focused risk factor disclosure by issuers.
EU Growth prospectus : Members proposed that this Regulation should establish a specific proportionate EU Growth prospectus regime which is available to SMEs , to issuers making an offer of securities to the public that are to be admitted to trading on an SME growth market and to issuers offering securities to the public with a total consideration in the Union not exceeding EUR 20 000 000 .
An EU Growth prospectus under the proportionate disclosure regime shall be a standardised document , which is easy for issuers to complete and should cover key information on the issuer, on the securities and on the offer. The Commission should take into account the need to facilitate access to capital markets for SMEs while ensuring investor confidence in investing in such companies, the need to minimise costs and burden for SMEs.
Advertisements : according to the amended text, the competent authority of the Member State where the advertisements are disseminated should have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in this Regulation.
Opinion of the European Central Bank (ECB) on a proposal for a regulation 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.
On 8 March 2016, the European Central Bank received a request from the Council for an opinion on the proposal for a regulation.
Overall, the ECB welcomed and supported the objectives of the proposed regulation which aim to simplify the existing rules for the drawing up, approval and distribution of prospectuses and thus reduce the costs and burdens associated with their production.
The ECB made specific observations on the following points:
Exemptions for offers of non-equity securities issued by the ECB and the European System of Central Bank (ESCB) national central banks (NCBs) and for shares in the capital of ESCB NCBs : the ECB welcomed the fact that non-equity securities issued by the ECB and ESCB NCBs are excluded from the scope of the proposed regulation. It also welcomed the exemption for the shares in the capital of the ESCB NCBs.
Mandatory requirements regarding the use of the International Securities Identification Number (ISIN) and the global legal entity identifier (LEI) : in order to guarantee investor protection and market efficiency, the proposed Regulation states that the information made available to investors should be ‘sufficient and objective’ and presented in ‘an easily analysable, succinct and comprehensible form’. This information should include unique identifiers for both the security and the issuer. In this regard, the ECB strongly supported the use of internationally agreed standards, such as the ISIN and the global LEI.
For these reasons, the ECB recommended that any information gaps that exist should be eliminated to ensure a level playing field across markets and jurisdictions by making it mandatory to include the ISIN in prospectuses for securities that are subject to the proposed regulation.
In addition, given that the use of the global LEI is growing rapidly with regard to the identification of legal persons and structures, the ECB stated that it sees merit in expanding its use by making it compulsory to include the global LEI in prospectuses or registration documents for securities covered by the proposed regulation. It suggested therefore establishing the obligation to report the ISIN and LEI both in the proposed regulation and in any related Commission delegated acts implementing the proposed regulation.
Publication of prospectuses in an online storage mechanism : the ECB considered that the storage mechanism should also present the information contained in the prospectuses in a machine-readable manner , using metadata, at least for certain key attributes, such as the identification of the securities, issuers, offerors and guarantors, as this information is vital in ensuring that (institutional) investors have access to reliable data that can be used and analysed in a timely and efficient manner.
Removal of incentives for issuing debt securities in large denominations : the ECB recalled that in order to receive favourable treatment under Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading, some issuers currently impose minimum and/or multiple amount settlement rules for certain securities they issue at the central securities depository (CSD) level. However, settlements that are not compliant with these rules may still take place at the CSD level, e.g. central counterparty (CCP) netting of trading activities in standard amounts or other non-trading related activities, such as the processing of corporate actions. As a consequence, instructions for such settlements, even if they do not contradict the requirements of Directive 2003/71/EC, cannot be carried out through the standard processing provided by the technical platforms of national financial market infrastructures. This is normally mitigated by the usage of inefficient and risky manual workaround solutions (non-straight-through processing (non-STP) technical procedures) or more complex technical functionalities.
In light of the above, the ECB welcomed the removal of the incentives to issue debt securities in large denominations, i.e. above EUR 100 000. Furthermore, the ECB stated that imposing minimum denominations and minimum amounts at the settlement level runs counter to the spirit of Directive 2003/71/EC.
PURPOSE: to reform the prospectus rules in order to enhance investor protection and market efficiency while establishing the Capital Markets Union.
PROPOSED ACT: Regulation of the European Parliament and of the Council.
ROLE OF THE EUROPEAN PARLIAMENT: the European Parliament decides in accordance with the ordinary legislative procedure and on an equal footing with Council.
BACKGROUND: Directive 2003/71/EC of the European Parliament and of the Council laid down harmonised principles and rules on the prospectus to be drawn up, approved and published when securities are offered to the public or admitted to trading on a regulated market.
The Directive, which was revised in 2010 ( Directive 2010/73/EU ), aimed to make it easier and cheaper for companies to raise capital throughout the Union.
Prospectuses are legally required documents presenting information about a company. This information aims to be the basis on which investors can decide whether to invest in a variety of securities issued by that company. A harmonised EU prospectus is an essential tool to integrate capital markets throughout the Union. Once the competent authority of an EEA Member State approves a prospectus, this prospectus can be used to raise capital by means of a public offer or admission to a regulated market in other Member States.
Although the prospectus regime functions well overall, the Commission’s evaluation of the Directive in 2015 shows that certain requirements of the Prospectus Directive might still be improved to alleviate administrative burden for companies which draw up a prospectus (especially SMEs) and to make the prospectus a more valuable information tool for potential investors.
The reform of the prospectus rules was announced in the Investment Plan for Europe and is an important step to build the Capital Markets Union . It aims particularly to: (i) reduce fragmentation in financial markets; (ii) increase investor protection in capital markets.
The purpose of the revision of the Prospectus Directive is to provide all types of issuers with disclosure rules, which are tailored to their specific needs while making the prospectus a more relevant tool of informing potential investors. The proposed measures aim to:
reduce the administrative burden of drawing up of prospectus for all issuers, in particular for SMEs, frequent issuers of securities and secondary issuances; make the prospectus a more relevant disclosure tool for potential investors, especially in SMEs; and achieve more convergence between the EU prospectus and other EU disclosure rules.
In order to do this, the Commission proposes to transform the Directive into a Regulation in order to enhance coherence and integration throughout the internal market, while reducing divergent and fragmented rules across the Union, in coherence with the goals of the Capital Markets Union.
IMPACT ASSESSMENT: the impact assessment provides a summary of the different alleviations and investor protection measures chosen as well as their impact on relevant stakeholders and the overall market in which these stakeholders operate. It concludes that the proposed "package" will result in a reduction in the administrative burden for issuers, will make access to capital markets for SMEs easier and cheaper and improve investor protection by improving the appropriateness of the disclosure documents and ultimately enlarging choice of prospectus-based securities. This should then translate into further integration of capital markets in the Union in the form of more prospectus-based securities being offered across borders and greater transparency and comparability.
CONTENT: the new proposal for a regulation aims to modernise the prospectus rules to facilitate raising money and simplify information for investors. It introduces the following main changes with regard to the current Directive:
Scope of the prospectus obligation (new thresholds): the proposal provides that no prospectus is required under this Regulation for offers of securities with a consideration below EUR 500 000. Furthermore, Member States will also be able to set higher thresholds for their domestic markets, and the proposal doubles this threshold from EUR 5 million to EUR 10 million.
Definitions: the main change concerns the definition of SME, thereby raising to EUR 200 million the EUR 100 million threshold that previously defined "companies with reduced market capitalisation".
Prospectus summary : this should be modelled as much as possible after the key information document required under Regulation (EU) No 1286/2014 and is subject to a maximum length of 6 sides of A4- sized paper when printed (characters of readable size must be used). Liability attaches to the summary only if it is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.
The base prospectus : a base prospectus may now be drawn up for any kind of non-equity securities , not only for those issued under an offering programme or in a continuous and repeated way by credit institutions. Base prospectuses consisting of several documents (the so-called "tripartite prospectus") are now possible, and the registration document of a base prospectus may take the form of a universal registration document.
The universal registration document : the proposal contains detailed rules on the new "universal registration document", an optional shelf registration mechanism for "frequent issuers " admitted to trading on regulated markets or multilateral trading facilities. The competent authority should be able to scrutinise the remaining documents (securities note and summary) within 5 working days, instead of the current 10.
Simplifying secondary issuance for listed firms : issuers whose securities are already listed on a regulated market (this category accounts for around 70% of all prospectuses approved in a given year), or the future SME growth market, should enjoy the benefit of an alleviated prospectus for their secondary issuances. The alleviated regime for secondary issuances will apply to offers or admissions concerning securities issued by companies already admitted to trading on a regulated market or an SME growth market for at least 18 months.
Specific disclosure regime for SMEs : the specific regime for SMEs will allow these companies to draw up a distinct prospectus in case of an offer of securities to the public. This kind of prospectus should however not be available to SMEs admitted to trading on regulated markets to avoid creating a two-tier disclosure standard on regulated markets which might undermine investor confidence. In addition, a new optional "question and answer" format is expected to help SMEs in drawing up their own prospectus, thus saving considerable legal fees.
Treatment of non-equity securities with a high denomination per unit : the favourable treatment granted by the Prospectus Directive to non-equity securities with a denomination per unit of EUR 100 000 or above have led to unintended consequences, creating distortions in the European bond markets and making a significant share of bonds issued by investment-grade companies inaccessible to a wider number of investors. The proposal therefore removes the incentives to issue debt securities in large denominations with a view to removing one of the barriers to secondary liquidity on European bond markets. For non-equity securities admitted to trading on a regulated market, the dual standard of disclosure (retail / wholesale) is removed. Furthermore, the prospectus exemption for offers of securities with a denomination above EUR 100 000 is removed.
Publication of the prospectus : the prospectus shall be deemed available to the public when published in electronic form either on the website of the issuer, the offeror or the person asking for admission (or, if applicable, of the financial intermediaries placing or selling the securities) or on the website of the regulated market where the admission to trading is sought, or of the operator of the multilateral trading facility. The European Securities and Markets Authority (ESMA) will develop an online storage mechanism with a search tool that EU investors may use for free.
BUDGETARY IMPLICATIONS: the proposal will have budgetary implications for ESMA (EUR 3.884 million for the period 2016-2019) in two respects: (i) ESMA will have to prepare regulatory and implementing technical standards and (ii) it will have to upgrade its existing prospectus register and to transform it into an online storage mechanism with a search tool that the public can use for free to access and compare EU prospectuses from a single location.
DELEGATED ACTS: the proposal contains provisions empowering the Commission to adopt delegated acts in accordance with Article 290 of the Treaty on the Functioning of the European Union.
Documents
- Final act published in Official Journal: Regulation 2017/1129
- Final act published in Official Journal: OJ L 168 30.06.2017, p. 0012
- Draft final act: 00063/2016/LEX
- Commission response to text adopted in plenary: SP(2017)363
- Results of vote in Parliament: Results of vote in Parliament
- Decision by Parliament, 1st reading: T8-0110/2017
- Debate in Parliament: Debate in Parliament
- Approval in committee of the text agreed at 1st reading interinstitutional negotiations: PE604.804
- Decision by Parliament, 1st reading: T8-0353/2016
- Debate in Parliament: Debate in Parliament
- Contribution: COM(2015)0583
- Committee report tabled for plenary, 1st reading: A8-0238/2016
- Committee opinion: PE578.848
- Debate in Council: 3475
- Amendments tabled in committee: PE582.054
- Amendments tabled in committee: PE582.055
- Contribution: COM(2015)0583
- European Central Bank: opinion, guideline, report: CON/2016/0015
- European Central Bank: opinion, guideline, report: OJ C 195 02.06.2016, p. 0001
- Committee draft report: PE578.833
- Economic and Social Committee: opinion, report: CES5834/2015
- Document attached to the procedure: EUR-Lex
- Document attached to the procedure: SWD(2015)0255
- Document attached to the procedure: EUR-Lex
- Document attached to the procedure: SWD(2015)0256
- Legislative proposal published: COM(2015)0583
- Legislative proposal published: EUR-Lex
- Document attached to the procedure: EUR-Lex SWD(2015)0255
- Document attached to the procedure: EUR-Lex SWD(2015)0256
- Committee draft report: PE578.833
- Economic and Social Committee: opinion, report: CES5834/2015
- European Central Bank: opinion, guideline, report: CON/2016/0015 OJ C 195 02.06.2016, p. 0001
- Amendments tabled in committee: PE582.054
- Amendments tabled in committee: PE582.055
- Committee opinion: PE578.848
- Commission response to text adopted in plenary: SP(2017)363
- Draft final act: 00063/2016/LEX
- Contribution: COM(2015)0583
- Contribution: COM(2015)0583
Activities
- Petr JEŽEK
Plenary Speeches (4)
- 2016/11/22 Prospectus to be published when securities are offered to the public or admitted to trading (debate)
- 2016/11/22 Prospectus to be published when securities are offered to the public or admitted to trading (debate)
- 2016/11/22 Prospectus to be published when securities are offered to the public or admitted to trading (A8-0238/2016 - Petr Ježek) (vote)
- 2016/11/22 Prospectus to be published when securities are offered to the public or admitted to trading (A8-0238/2016 - Petr Ježek)
- Valdis DOMBROVSKIS
- Brian HAYES
- Notis MARIAS
- Miguel VIEGAS
- Tim AKER
Plenary Speeches (1)
- Jonathan ARNOTT
Plenary Speeches (1)
- Zigmantas BALČYTIS
Plenary Speeches (1)
- Hugues BAYET
Plenary Speeches (1)
- Pervenche BERÈS
Plenary Speeches (1)
- Xabier BENITO ZILUAGA
Plenary Speeches (1)
- José BLANCO LÓPEZ
Plenary Speeches (1)
- Soledad CABEZÓN RUIZ
Plenary Speeches (1)
- Nicola CAPUTO
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- Alberto CIRIO
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- Jane COLLINS
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- Therese COMODINI CACHIA
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- Andi CRISTEA
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- Javier COUSO PERMUY
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- Daniel DALTON
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- Rachida DATI
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- Georgios EPITIDEIOS
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- Doru-Claudian FRUNZULICĂ
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- Ildikó GÁLL-PELCZ
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- Elena GENTILE
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- Arne GERICKE
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- Tania GONZÁLEZ PEÑAS
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- Sergio GUTIÉRREZ PRIETO
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- Takis HADJIGEORGIOU
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- Marian HARKIN
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- Mike HOOKEM
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- Cătălin Sorin IVAN
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- Diane JAMES
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- Ivan JAKOVČIĆ
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- Philippe JUVIN
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- Béla KOVÁCS
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- Paloma LÓPEZ BERMEJO
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- Louis MICHEL
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- Marijana PETIR
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- Julia REID
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- Sofia RIBEIRO
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- Claude ROLIN
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- Fernando RUAS
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- Lola SÁNCHEZ CALDENTEY
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- Monika SMOLKOVÁ
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- Theodor Dumitru STOLOJAN
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- Beatrix von STORCH
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- Patricija ŠULIN
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- Neoklis SYLIKIOTIS
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- Tibor SZANYI
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- Dubravka ŠUICA
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- Claudia ȚAPARDEL
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- Pavel TELIČKA
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Votes
A8-0238/2016 - Petr Ježek - Am 11 #
Amendments | Dossier |
598 |
2015/0268(COD)
2016/04/21
ECON
515 amendments...
Amendment 135 #
Proposal for a regulation Recital 1 (1) This Regulation constitutes a
Amendment 136 #
Proposal for a regulation Recital 3 (3) Disclosure of information in case of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by removing asymmetries of information between them and issuers.
Amendment 137 #
Proposal for a regulation Recital 3 (3) Disclosure of information in case of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by removing asymmetries of information between them and issuers. Harmonising this disclosure allows for the establishment of a cross-border
Amendment 138 #
Proposal for a regulation Recital 4 Amendment 139 #
Proposal for a regulation Recital 4 (4) Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the
Amendment 140 #
Proposal for a regulation Recital 4 (4) Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the passport in the Union it is therefore likely that differences in Member States legislation would create obstacles to the smooth functioning of the internal market for securities. Therefore to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is therefore appropriate to lay down a regulatory framework for prospectuses at Union level without any Member State discretion.
Amendment 141 #
Proposal for a regulation Recital 6 (6) The assessment of Directive 2010/73/EU has revealed that certain changes introduced by that Directive have not met their original objectives and that further amendments to the prospectus regime in the Union are necessary to simplify and improve its application, increase its efficiency and enhance the international competitiveness of the Union, thereby contributing to the reduction of administrative burdens without prejudice to the interests of investors and savers.
Amendment 142 #
Proposal for a regulation Recital 7 (7) The aim of this Regulation is to ensure investor protection and market efficiency
Amendment 143 #
Proposal for a regulation Recital 9 Amendment 144 #
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, by the European Investment bank, the European Stability Mechanism, the European Fund for Strategic Investments or any other European Union institution or agency should not be covered by this Regulation and thus should remain unaffected by this Regulation.
Amendment 145 #
Proposal for a regulation Recital 9 (9) Non-equity securities issued and wholly, unconditionally and irrevocably guaranteed 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.
Amendment 146 #
Proposal for a regulation Recital 11 (11) To ensure the approval and
Amendment 147 #
Proposal for a regulation Recital 12 (12)
Amendment 148 #
Proposal for a regulation Recital 12 (12) For offers of securities to the public of a consideration below EUR 500 000, the cost of producing a prospectus in accordance with this Regulation is likely to be disproportionate to the envisaged proceeds of the offer. It is therefore appropriate that the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale.
Amendment 149 #
Proposal for a regulation Recital 12 (12) For offers of securities to the public of a consideration below EUR
Amendment 150 #
Proposal for a regulation Recital 12 (12) For offers of securities to the public
Amendment 151 #
Proposal for a regulation Recital 12 (12) For offers of securities to the public of a consideration below EUR 500 000, the cost of producing a prospectus in accordance with this Regulation is likely to be disproportionate to the envisaged proceeds of the offer. It is therefore 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. However, the voluntary drawing up of a prospectus may be coupled with a European or national quality label.
Amendment 152 #
Proposal for a regulation Recital 12 a (new) (12a) Where a company decides not to offer its securities to the public, it is important that the regulatory environment at Union level ensures that the company has enough options to raise capital. Therefore, in the spirit of the Capital Markets Union and to unlock investment, the Commission should propose a regulatory initiative to regulate and harmonise crowdfunding practices across the Union.
Amendment 153 #
Proposal for a regulation Recital 13 Amendment 154 #
Proposal for a regulation Recital 13 Amendment 155 #
Proposal for a regulation Recital 13 Amendment 156 #
Proposal for a regulation Recital 13 (13) Where offers of securities to the public are mad
Amendment 157 #
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
Amendment 158 #
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
Amendment 159 #
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
Amendment 160 #
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.
Amendment 161 #
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, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer (fewer than 200 persons), 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.
Amendment 162 #
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, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer, thus no prospectus
Amendment 163 #
Proposal for a regulation Recital 15 Amendment 164 #
Proposal for a regulation Recital 15 (15) Incentivising directors and employees to hold securities of their own company can have a positive impact on companies' governance and help create long-term value by fostering employees' dedication and sense of ownership, aligning the respective interests of shareholders and employees, and providing the latter with investment opportunities. Participation of employees in the ownership of their company is particularly important for small and medium-sized enterprises (SMEs), in which individual employees are likely to play a significant role in the success of the company. Therefore, there should be no requirement to produce a prospectus for offers made in the context of an employee- share scheme within the Union, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer, to safeguard investor protection. To ensure equal access to employee-share schemes for all directors and employees, independently of whether their employer is established in or outside the Union, no equivalence decision of third country markets should be required any longer, as long as the aforementioned document is made available. Thus, all participants in employee-share schemes will benefit from equal treatment and
Amendment 165 #
Proposal for a regulation Recital 18 (18) Issuers, offerors or persons asking for the admission to trading on a regulated market of securities which are not subject to the obligation to publish a prospectus should benefit from the single
Amendment 166 #
Proposal for a regulation Recital 18 a (new) (18a) In order to avoid the risks of regulatory arbitrage that could be detrimental to investors' protection, the home Member State for any issuer established in the Union should be the Member State where the issuer has its registered office, regardless of the type of securities issued.
Amendment 167 #
Proposal for a regulation Recital 20 (20) A valid prospectus, drawn up by the issuer or the person responsible for drawing up the prospectus and available to the public at the time of the final placement of securities through financial intermediaries or in any subsequent resale of securities, provides sufficient information for investors to make informed investment decisions. That means information on at least the following: (a) the assets and liabilities, net turnover, profit or loss before tax, and tax liabilities of the issuer, and the accumulated earnings, financial position and prospects of the issuer and any guarantor; (b) the rights attaching to the securities for the purpose of making an investment in those securities; (c) the cost of the fundraising, broken down between the different elements such as underwriting or placing commissions, financial advisory fees, reporting accountant fees, and legal fees. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use. The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required. However, in the event that the issuer or the person responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. In that case, the financial
Amendment 168 #
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
Amendment 169 #
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 an informed assessment 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
Amendment 170 #
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
Amendment 171 #
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
Amendment 172 #
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,
Amendment 173 #
Proposal for a regulation Recital 22 (22) The
Amendment 174 #
Proposal for a regulation Recital 22 (22) The summary of 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 information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. Such key 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, including unique identifiers such as the legal entities identifiers (LEI) of the actors involved in the offer and the international securities identification numbers (ISIN) of the securities. It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 175 #
Proposal for a regulation Recital 22 (22) The summary of 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 information that investors need, based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs), in order to be able to decide which offers and admissions to trading of securities to consider further. Such key 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 should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 176 #
Proposal for a regulation Recital 22 (22) The summary of 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 information that investors need in order to be able to decide which offers and admissions to trading of securities t
Amendment 177 #
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.
Amendment 178 #
Proposal for a regulation Recital 22 a (new) (22a) The summary should contain a clear warning, highlighting the inappropriate nature of the product for retail investors especially in the case of securities issued by banks that are subject to bail-in under Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (BRRD).
Amendment 179 #
Proposal for a regulation Recital 23 Amendment 180 #
Proposal for a regulation Recital 23 (23) The summary of the prospectus should
Amendment 181 #
Proposal for a regulation Recital 24 (24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided,
Amendment 182 #
Proposal for a regulation Recital 26 (26)
Amendment 183 #
Proposal for a regulation Recital 33 (33) An issuer which has filed and received approval for a universal registration document for three consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents or changes to registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.
Amendment 184 #
Proposal for a regulation Recital 33 (33) An issuer which has filed and received approval for a universal registration document for three consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed. However, such prior approval of the universal registration document should still be necessary when there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.
Amendment 185 #
Proposal for a regulation Recital 33 (33) An issuer which has filed and received approval for a universal registration
Amendment 186 #
Proposal for a regulation Recital 35 (35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval
Amendment 187 #
Proposal for a regulation Recital 35 (35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval, including, where applicable, the universal registration document and amendments thereto, where they have been previously filed with the competent authority but not approved. In the case of a frequent issuer, any amendments or supplements to the universal registration document should not need to be approved prior to publication, but instead should be able to be reviewed by the competent authority on an ex-post basis. That should not affect the investor's right of withdrawal following publication of the supplement.
Amendment 188 #
Proposal for a regulation Recital 39 (39) By nature, information on taxes on the income from the securities in a prospectus can only be generic, adding little informational value for the individual investor.
Amendment 189 #
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
Amendment 190 #
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 the actual impact of the issue on the financial structure of the issuer, including such elements as the terms of the offer and its context, including the working capital statement
Amendment 191 #
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 Council
Amendment 192 #
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.
Amendment 193 #
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 statement of capitalisation and indebtedness, the working capital statement, the use of proceeds, risk factors specific 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 the prospectus drawn up in case of secondary issuance should at least include this information.
Amendment 194 #
Proposal for a regulation Recital 41 (41) The
Amendment 195 #
Proposal for a regulation Recital 42 Amendment 196 #
Proposal for a regulation Recital 42 (42) The
Amendment 197 #
Proposal for a regulation Recital 43 (43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs in the Union. As such companies usually need to raise relatively lower
Amendment 198 #
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.
Amendment 199 #
Proposal for a regulation Recital 44 (44) The minimum information required to be disclosed by SMEs under the
Amendment 200 #
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
Amendment 201 #
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
Amendment 202 #
Proposal for a regulation Recital 44 (44) The minimum information required to be disclosed by SMEs and issuers seeking admission to SME growth markets 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 and issuers seeking admission to SME growth markets can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the
Amendment 203 #
Proposal for a regulation Recital 45 (45) The specific disclosure regime should be made available
Amendment 204 #
Proposal for a regulation Recital 45 (45) The
Amendment 205 #
Proposal for a regulation Recital 45 (45) The
Amendment 206 #
Proposal for a regulation Recital 47 Amendment 207 #
Proposal for a regulation Recital 47 Amendment 208 #
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.
Amendment 209 #
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 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.
Amendment 210 #
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
Amendment 211 #
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 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.
Amendment 212 #
Proposal for a regulation Recital 48 (48) The primary purpose of including risk
Amendment 213 #
Proposal for a regulation Recital 51 (51) Allowing issuers to incorporate by reference documents containing the information to be disclosed in a prospectus or a base prospectus — provided that the documents incorporated by reference have been previously published electronically— should facilitate the procedure of drawing up a prospectus and lower the costs for the
Amendment 214 #
Proposal for a regulation Recital 52 (52) Any regulated information
Amendment 215 #
Proposal for a regulation Recital 53 (53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process and streamlining the approval process by the national competent authorities in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus
Amendment 216 #
Proposal for a regulation Recital 53 a (new) (53a) ESMA should make an assessment of the design, financing and operation of a central workflow system in the context of Capital Markets Union together with the national competent authorities.
Amendment 217 #
Proposal for a regulation Recital 54 (54) To facilitate the access to the markets of Member States, it is important that fees charged by competent authorities for the approval and filing of prospectuses and their related documents are disclosed. Charges imposed on issuers established in a third country should reflect the additional burden such establishment creates for the national competent authority of the Member States where the securities are issued.
Amendment 218 #
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
Amendment 219 #
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 prospectuses allowing access free of charge and appropriate search facilities for the public. To ensure that investors have access to reliable data that can be used and analysed in a timely and efficient manner, key information for which international standards have been defined, such as ISIN and LEI, should be machine-readable, including metadata. Prospectuses should remain publicly available for at least 10 years after
Amendment 220 #
Proposal for a regulation Recital 56 (56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors
Amendment 221 #
Proposal for a regulation Recital 56 (56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors
Amendment 222 #
Proposal for a regulation Recital 56 (56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail
Amendment 223 #
Proposal for a regulation Recital 56 (56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and the supervision of such advertisements is an integral part of the role of competent authorities. The competent authorities of the Member States where the advertisements are disseminated should be responsible for the supervision of advertisements made in that Member State.
Amendment 224 #
Proposal for a regulation Recital 56 (56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and the supervision of such advertisements is an integral part of the role of competent authorities, with the cooperation of both home and host Member States and subject to ESMA mediation in the event of disputes.
Amendment 225 #
Proposal for a regulation Recital 59 (59) The obligation for an issuer to translate the full prospectus into all the relevant official languages discourages cross-border offers or multiple trading. To facilitate cross-border offers, where the prospectus is drawn up in a language that is customary in the sphere of international finance, only the summary should be translated in the official language(s) of the host or home Member State(s) or in one of the official languages used in the part of the Member State where the investment product is distributed.
Amendment 226 #
Proposal for a regulation Recital 59 (59) The obligation for an issuer to translate the full prospectus into all the relevant official languages discourages cross-border offers or multiple trading. To facilitate cross-border offers, where the prospectus is drawn up in a language that is customary in the sphere of international finance, only the summary should be translated in the official language(s) of the
Amendment 227 #
Proposal for a regulation Recital 60 (60) The competent authorit
Amendment 228 #
Proposal for a regulation Recital 60 (60) The competent authority of the host Member State should be entitled to receive a certificate from the competent authority of the home Member State which states that the prospectus or the universal registration document has been drawn up in accordance with this Regulation. The competent authority of the home Member State should also notify the issuer or the person responsible for drawing up the prospectus or the universal registration document of the certificate of approval of the prospectus that is addressed to the authority of the host Member State in order to provide the issuer or the person responsible for drawing up the prospectus or the universal registration document with certainty as to whether and when a notification has actually been made.
Amendment 229 #
Proposal for a regulation Recital 60 (60) The competent authority of the ho
Amendment 230 #
Proposal for a regulation Recital 60 (60)
Amendment 231 #
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,
Amendment 232 #
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.
Amendment 233 #
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.
Amendment 234 #
Proposal for a regulation Recital 62 (62) A variety of competent authorities in Member States, with different responsibilities,
Amendment 235 #
Proposal for a regulation Recital 63 (63) A set of effective tools and powers and resources for the competent authorit
Amendment 236 #
Proposal for a regulation Recital 63 (63) A set of effective tools and powers and resources for the competent authorities of Member States guarantees supervisory effectiveness. This Regulation therefore should in particular provide for a minimum set of responsibilities and supervisory and investigative powers with which competent authorities of Member States should be entrusted in accordance with national law. Those powers should be exercised, where the national law so requires, by application to the competent judicial authorities. When exercising their powers under this Regulation competent authorities and ESMA should act objectively and impartially and remain autonomous in their decision making.
Amendment 237 #
Proposal for a regulation Recital 65 (65) In line with the Commission Communication of 8 December 2010 entitled 'Reinforcing sanctioning regimes in the financial services sector' and in order to ensure that the requirements of this Regulation are fulfilled, it is important that Member States take necessary steps to ensure that infringements of this Regulation are subject to appropriate administrative penalties and measures. Those penalties and administrative measures should be effective, proportionate and dissuasive and ensure a common
Amendment 238 #
Proposal for a regulation Recital 67 (67)
Amendment 239 #
Proposal for a regulation Recital 68 a (new) (68a) In order to examine the reasons behind the greatly varying estimates of costs, to inform legislators and to promote competition amongst the providers of services related to the drawing up of prospectuses, ESMA should provide detailed statistics on the costs of producing a prospectus, accompanied by an analysis of the effectiveness of competition between services providers involved in drawing up prospectuses and recommendations on how to reduce costs.
Amendment 240 #
Proposal for a regulation Recital 69 (69) In order to specify the requirements set out in this Regulation, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of
Amendment 241 #
Proposal for a regulation Recital 74 – indent 3 Amendment 242 #
Proposal for a regulation Recital 76 (76) No later than
Amendment 243 #
Proposal for a regulation Recital 78 Amendment 244 #
Proposal for a regulation Article 1 – paragraph 1 1. The purpose of this Regulation is to lay down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
Amendment 245 #
Proposal for a regulation Article 1 – paragraph 2 – point a Amendment 246 #
Proposal for a regulation Article 1 – paragraph 2 – point a (a) units issued by collective investment undertakings
Amendment 247 #
Proposal for a regulation Article 1 – paragraph 2 – point b Amendment 248 #
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
Amendment 249 #
Proposal for a regulation Article 1 – paragraph 2 – point b (b)
Amendment 250 #
Proposal for a regulation Article 1 – paragraph 2 – point c (c) shares in the capital of central banks of the Member States, the European Central Bank, the European Investment Bank, the European Fund for Strategic Investments or any other European Union institution or agency;
Amendment 251 #
Proposal for a regulation Article 1 – paragraph 2 – point d Amendment 252 #
Proposal for a regulation Article 1 – paragraph 2 – point d (d) securities unconditionally and irrevocably guaranteed by the European Union, a Member State or by one of a Member State's regional or local authorities;
Amendment 253 #
Proposal for a regulation Article 1 – paragraph 2 – point d (d) securities wholly, unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities;
Amendment 254 #
Proposal for a regulation Article 1 – paragraph 2 – point e Amendment 255 #
Proposal for a regulation Article 1 – paragraph 2 – point f Amendment 256 #
Proposal for a regulation Article 1 – paragraph 2 – point f Amendment 257 #
Proposal for a regulation Article 1 – paragraph 2 – point h Amendment 258 #
Proposal for a regulation Article 1 – paragraph 2 – point h Amendment 259 #
Proposal for a regulation Article 1 – paragraph 2 – point i Amendment 260 #
Proposal for a regulation Article 1 – paragraph 2 – point i – introductory part (i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR
Amendment 261 #
Proposal for a regulation Article 1 – paragraph 2 – point i – introductory part (i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR
Amendment 262 #
Proposal for a regulation Article 1 – paragraph 2 – point i – point i a (new) (ia) are not issued in order to meet the minimum requirement for eligible liabilities under [BRRD/SRM];
Amendment 263 #
Proposal for a regulation Article 1 – paragraph 3 – point b Amendment 264 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than
Amendment 265 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than
Amendment 266 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than
Amendment 267 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than
Amendment 268 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than 1
Amendment 269 #
Proposal for a regulation Article 1 – paragraph 3 – point b a (new) (ba) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 270 #
Proposal for a regulation Article 1 – paragraph 3 – point b a (new) (ba) Offers of securities whose denomination per unit amounts at least EUR 100 000;
Amendment 271 #
Proposal for a regulation Article 1 – paragraph 3 – point b a (new) (ba) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 272 #
Proposal for a regulation Article 1 – paragraph 3 – point c Amendment 273 #
Proposal for a regulation Article 1 – paragraph 3 – point c (c)
Amendment 274 #
Proposal for a regulation Article 1 – paragraph 3 – point c a (new) (ca) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 275 #
Proposal for a regulation Article 1 – paragraph 3 – point c a (new) (ca) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 276 #
Proposal for a regulation Article 1 – paragraph 3 – point d Amendment 277 #
Proposal for a regulation Article 1 – paragraph 3 – point d Amendment 278 #
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
Amendment 279 #
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
Amendment 280 #
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
Amendment 281 #
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
Amendment 282 #
Proposal for a regulation Article 1 – paragraph 3 – point d a (new) (da) an offer of securities addressed solely to sophisticated investors;
Amendment 283 #
Proposal for a regulation Article 1 – paragraph 3 – point f Amendment 284 #
Proposal for a regulation Article 1 – paragraph 3 – point g Amendment 285 #
Proposal for a regulation Article 1 – paragraph 3 – point h Amendment 286 #
Proposal for a regulation Article 1 – paragraph 3 – point i (i) securities offered, allotted or to be allotted to existing or former directors
Amendment 287 #
Proposal for a regulation Article 1 – paragraph 3 – point i (i) securities offered, allotted or to be allotted to existing or former directors
Amendment 288 #
Proposal for a regulation Article 1 – paragraph 3 – point i a (new) Amendment 289 #
Proposal for a regulation Article 1 – paragraph 4 – point a Amendment 290 #
Proposal for a regulation Article 1 – paragraph 4 – point b (b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market
Amendment 291 #
Proposal for a regulation Article 1 – paragraph 4 – point d Amendment 292 #
Proposal for a regulation Article 1 – paragraph 4 – point e Amendment 293 #
Proposal for a regulation Article 1 – paragraph 4 – point f (f) shares offered, allotted or to be allotted free of charge to existing shareholders,
Amendment 294 #
Proposal for a regulation Article 1 – paragraph 4 – point g (g) securities offered, allotted or to be
Amendment 295 #
Proposal for a regulation Article 1 – paragraph 4 – point g (g) securities offered, allotted or to be allotted to existing or former directors
Amendment 296 #
Proposal for a regulation Article 1 – paragraph 4 – point h – point i Amendment 297 #
Proposal for a regulation Article 1 – paragraph 5 Amendment 298 #
Proposal for a regulation Article 1 – paragraph 5 – point b Amendment 299 #
Proposal for a regulation Article 1 – paragraph 6 Amendment 300 #
Proposal for a regulation Article 2 – paragraph 1 – point a (a) ‘securities’ means transferable securities as defined by Article 4(1)(44) of Directive 2014/65/EU
Amendment 301 #
Proposal for a regulation Article 2 – paragraph 1 – point d (d) ‘offer of securities to the public’ means a communication to persons in any form and by any means, presenting
Amendment 302 #
Proposal for a regulation Article 2 – paragraph 1 – point e a (new) (ea) 'retail investor' means an investor that is not a qualified investor.
Amendment 303 #
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;
Amendment 304 #
Proposal for a regulation Article 2 – paragraph 1 – point f – indent 1 - companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding EUR
Amendment 305 #
Proposal for a regulation Article 2 – paragraph 1 – point f – indent 2 Amendment 306 #
Proposal for a regulation Article 2 – paragraph 1 – point f a (new) (fa) 'Mid-Caps' for the purposes of this Regulation means a company that had an average market capitalisation of less than EUR 500 000 000 on the basis of end-year quotes for the previous three calendar years;
Amendment 307 #
Proposal for a regulation Article 2 – paragraph 1 – point k – indent - 1 (new) - published by or on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor;
Amendment 308 #
Proposal for a regulation Article 2 – paragraph 1 – point k – subparagraph 1 a (new) Investment research, as defined in Article 2(1)(va), published or distributed by an investment firm and not on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor, is not an advertisement falling within this Article.
Amendment 309 #
Proposal for a regulation Article 2 – paragraph 1 – point l (l) ‘regulated information’ means all information
Amendment 310 #
Proposal for a regulation Article 2 – paragraph 1 – point m – introductory part (m) ‘
Amendment 311 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point i (i) for all issuers of securities
Amendment 312 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point i (i) for all issuers of securities established in the Union
Amendment 313 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point i (i) for all issuers of securities established in the Union
Amendment 314 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point ii Amendment 315 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point ii Amendment 316 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point ii Amendment 317 #
Proposal for a regulation Article 2 – paragraph 1 – point m – point ii (ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non- equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office
Amendment 318 #
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
Amendment 319 #
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
Amendment 320 #
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
Amendment 321 #
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
Amendment 322 #
Proposal for a regulation Article 2 – paragraph 1 – point n (n) ‘
Amendment 323 #
Proposal for a regulation Article 2 – paragraph 1 – point o – introductory part (o) ‘collective investment undertaking
Amendment 324 #
Proposal for a regulation Article 2 – paragraph 1 – point o – introductory part (o) ‘collective investment undertaking
Amendment 325 #
Proposal for a regulation Article 2 – paragraph 1 – point v a (new) (va) ‘investment research’ in this context shall be understood as covering research material or services concerning one or several financial instruments or other assets, or the issuers or potential issuers of financial instruments, or be closely related to a specific industry or market such that it informs views on financial instruments, assets or issuers within that sector. That type of material or services explicitly or implicitly recommends or suggests an investment strategy and provides a substantiated opinion as to the present or future value or price of such instruments or assets, or otherwise contains analysis and original insights and reach conclusions based on new or existing information that could be used to inform an investment strategy and be relevant and capable of adding value to the investment firm's decisions on behalf of clients being charged for that research.
Amendment 326 #
Proposal for a regulation Article 2 – paragraph 1 – point v a (new) (va) 'seal of quality': that given by ESMA or the competent authority to a particular issue where the issuer publishes a prospectus without being obliged to do so;
Amendment 327 #
Proposal for a regulation Article 2 – paragraph 1 – point v b (new) (vb) 'European prospectus identification number': code drawn up by ESMA to identify prospectuses and assigned by the competent authorities;
Amendment 328 #
Proposal for a regulation Article 2 – paragraph 2 2. In order to take account of technical developments on financial markets, the Commission shall be empowered to adopt delegated acts in accordance with Article
Amendment 329 #
Proposal for a regulation Article 3 – title Obligation to publish a prospectus
Amendment 330 #
Proposal for a regulation Article 3 – paragraph 1 1. Securities shall not be offered to the
Amendment 331 #
Proposal for a regulation Article 3 – paragraph 2 Amendment 332 #
Proposal for a regulation Article 3 – paragraph 2 Amendment 333 #
Proposal for a regulation Article 3 – paragraph 2 Amendment 334 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – introductory part 2. A Member State
Amendment 335 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point a Amendment 336 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point a Amendment 337 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point a (a) the offer is
Amendment 338 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point b Amendment 339 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 340 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 341 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 1 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 342 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 2 Amendment 343 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 2 Amendment 344 #
Proposal for a regulation Article 3 – paragraph 2 a (new) 2a. The referred thresholds shall be assessed after one year of the implementation of this Regulation and they shall be modified if the assessment so indicates.
Amendment 345 #
Proposal for a regulation Article 3 – paragraph 3 3. Securities shall not be admitted to trading on a regulated market situated or operating within the Union without prior publication of a prospectus. For securities admitted to trading by an SME on an MTF, including an SME growth market, the simplified procedure laid down in Article 15 is applicable. Member States shall refrain from imposing at national level disclosure requirements which would constitute a disproportionate or unnecessary burden in relation to such offers and thus increase fragmentation of the internal market.
Amendment 346 #
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.
Amendment 347 #
Proposal for a regulation Article 4 – paragraph 1 Where an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of this Regulation as defined in Article 1, an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation. The voluntary drawing up of a prospectus may result in eligibility for a national quality label issued by the competent authority, or a European quality label issued by the ESMA.
Amendment 348 #
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, a multilateral trading facility, or any other trading venue, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. That information shall be presented in an easily analysable, succinct and comprehensible form.
Amendment 349 #
Proposal for a regulation Article 6 – paragraph 1 1.
Amendment 350 #
Proposal for a regulation Article 6 – paragraph 1 1.
Amendment 351 #
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
Amendment 352 #
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.
Amendment 353 #
Proposal for a regulation Article 6 – paragraph 1 a (new) 1a. That information shall be drafted and presented in an easily analysable and comprehensible form.
Amendment 354 #
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.
Amendment 355 #
Proposal for a regulation Article 7 – title The prospectus
Amendment 356 #
Proposal for a regulation Article 7 – paragraph 1 1. The prospectus shall include a summary providing the key information that investors need in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such securities. However, where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered solely to qualified investors and securities offered to trading by an SME on an MTF including an SME growth market there shall be no requirement to provide a summary.
Amendment 357 #
Proposal for a regulation Article 7 – paragraph 1 1. The prospectus shall include an adequate and comparable summary
Amendment 358 #
Proposal for a regulation Article 7 – paragraph 1 1. The prospectus shall include a summary providing the key information that investors need based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs) in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such securities.
Amendment 359 #
Proposal for a regulation Article 7 – paragraph 1 1. The prospectus shall include a summary providing the key information that investors need in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that
Amendment 360 #
Proposal for a regulation Article 7 – paragraph 1 – subparagraph 1 a (new) There shall be no requirement to provide a summary in any of the following cases:
Amendment 361 #
Proposal for a regulation Article 7 – paragraph 1 – subparagraph 1 a – point a (new) (a) where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered initially solely to qualified investors;
Amendment 362 #
Proposal for a regulation Article 7 – paragraph 1 – subparagraph 1 a – point b (new) (b) where there is an offer of securities whose denomination per unit amounts at least to EUR 100,000;
Amendment 363 #
Proposal for a regulation Article 7 – paragraph 1 – subparagraph 1 a – point c (new) (c) where there is 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.
Amendment 364 #
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.
Amendment 365 #
Proposal for a regulation Article 7 – paragraph 1 a (new) 1a. Where the prospectus relates to the admission to trading on a regulated market of non-equity securities that are solely offered to qualified investors, there shall be no requirement to provide a summary.
Amendment 366 #
Proposal for a regulation Article 7 – paragraph 2 2. The content of the summary shall
Amendment 367 #
Proposal for a regulation Article 7 – paragraph 2 a (new) 2a. The summary shall be read as an introduction to the prospectus.
Amendment 368 #
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
Amendment 369 #
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
Amendment 370 #
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
Amendment 371 #
Proposal for a regulation Article 7 – paragraph 3 – point b (b) be written in a language and a style that facilitate the understanding of the information, in particular, in language that is clear, non-technical, succinct and comprehensible
Amendment 372 #
Proposal for a regulation Article 7 – paragraph 3 – point b a (new) (ba) The competent authority may grant a derogation to allow the issuer to provide a summary longer than six sides of A4-sized paper required in this paragraph in cases where the complexity of the issuer's activities or the nature of the issue or the nature of the securities offered requires a longer summary.
Amendment 373 #
Proposal for a regulation Article 7 – paragraph 3 – point b a (new) (ba) be written in the official languages used in the part of the Member State where the investment product is distributed or where it has been written in a different language, it shall be translated into one of those languages. The translation shall faithfully and accurately reflect the content of the original document.
Amendment 374 #
Proposal for a regulation Article 7 – paragraph 3 – point b a (new) (ba) be written in the official languages, or in one of the official languages, used in the part of the Member State where the investment product is distributed, or in another language accepted by the competent authorities of that Member State, or where it has been written in a different language, it shall be translated into one of these languages. The translation shall faithfully and accurately reflect the content of the original document.
Amendment 375 #
Proposal for a regulation Article 7 – paragraph 3 – point b a (new) (ba) be written in the official languages, or in one of the official languages, used in the part of the Member State where the investment product is distributed, or in another language accepted by the competent authorities of that Member State, or where it has been written in a different language, it shall be translated into one of these languages. The translation shall faithfully and accurately reflect the content of the original document.
Amendment 376 #
Proposal for a regulation Article 7 – paragraph 4 – point a (a)
Amendment 377 #
Proposal for a regulation Article 7 – paragraph 4 – point a (a) an introduction containing general and specific warnings;
Amendment 378 #
Proposal for a regulation Article 7 – paragraph 4 – point b (b) key information on the issuer, the offeror or the person asking for admission, and the offer itself or the admission to trading;
Amendment 379 #
Proposal for a regulation Article 7 – paragraph 4 – point c (c)
Amendment 380 #
Proposal for a regulation Article 7 – paragraph 4 – point d (d)
Amendment 381 #
Proposal for a regulation Article 7 – paragraph 5 – introductory part 5. The introduction of the summary shall contain: (a) the name of the securities
Amendment 382 #
Proposal for a regulation Article 7 – paragraph 5 – introductory part 5. The introduction of the summary shall contain: (a) the name of the securities, (b) the identity and contact details of the issuer,
Amendment 383 #
Proposal for a regulation Article 7 – paragraph 5 – introductory part 5. The introduction of the summary shall contain the name and international securities identification numbers (ISIN) of the securities, the identity and contact details of the issuer
Amendment 384 #
Proposal for a regulation Article 7 – paragraph 5 – introductory part 5. The introduction
Amendment 385 #
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,
Amendment 386 #
Proposal for a regulation Article 7 – paragraph 5 – point a Amendment 387 #
Proposal for a regulation Article 7 – paragraph 5 – point a (a) the summary should be
Amendment 388 #
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
Amendment 389 #
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,
Amendment 390 #
Proposal for a regulation Article 7 – paragraph 5 – subparagraph 1 a (new) The summary shall include the following statement: 'Risks appearing in this "Summary" section of the prospectus are, necessarily, selective, incomplete and condensed. Accordingly, prospective investors should consider not only the information in this "Summary" but also the additional risks and uncertainties described in the other sections of the prospectus.'
Amendment 391 #
Proposal for a regulation Article 7 – paragraph 5 –subparagraph 1a (new) An investor who demonstrates loss resulting from reliance on the summary under the circumstances referred to in point (d) of first subparagraph, when making an investment into a product for which that summary was produced, may claim damages for that loss in accordance with national law.
Amendment 392 #
Proposal for a regulation Article 7 – paragraph 6 – point a – indent 1 - its domicile and legal form, the legislation under which it operates, its LEI and its country of incorporation;
Amendment 393 #
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;
Amendment 394 #
Proposal for a regulation Article 7 – paragraph 6 – point a – indent 1 - its domicile and legal form, the legislation under which it operates
Amendment 395 #
Proposal for a regulation Article 7 – paragraph 6 – point a – indent 1 - its domicile and legal form, the legislation under which it operates
Amendment 396 #
Proposal for a regulation Article 7 – paragraph 6 – point a – indent 1 - its domicile and legal form, the legislation under which it operates
Amendment 397 #
Proposal for a regulation Article 7 – paragraph 6 – point a – indent 4 - the identity of its key
Amendment 398 #
Proposal for a regulation Article 7 – paragraph 6 – point b (b) under a sub-section titled 'What are the key financial information regarding the issuer?' a selection of historical key financial information, such as historical rates of returns and payable interest, including, where applicable, pro forma information, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. The requirement for comparative balance sheet information shall be satisfied by presenting the year- end balance sheet information.
Amendment 399 #
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
Amendment 400 #
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
Amendment 401 #
Proposal for a regulation Article 7 – paragraph 6 – point c (c) under a sub-section titled 'What are the
Amendment 402 #
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
Amendment 403 #
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
Amendment 404 #
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
Amendment 405 #
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
Amendment 406 #
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
Amendment 407 #
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
Amendment 408 #
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
Amendment 409 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1 - their type and class,
Amendment 410 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1 - their type and class,
Amendment 411 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1 - their type and class,
Amendment 412 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1 – their type and class, any security, identification number, their ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;
Amendment 413 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1 - their type and class including information on the level of subordination, any security identification number, their currency, denomination, par value, the number of securities issued, the term of the securities;
Amendment 414 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point a – indent 2 - the rights attached to the securities and how they may be affected by insolvency or, where applicable, resolution;
Amendment 415 #
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.
Amendment 416 #
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.
Amendment 417 #
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.
Amendment 418 #
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.
Amendment 419 #
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.
Amendment 420 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 – point d (d) under a sub-section titled 'What are the
Amendment 421 #
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
Amendment 422 #
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
Amendment 423 #
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
Amendment 424 #
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
Amendment 425 #
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
Amendment 426 #
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
Amendment 427 #
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
Amendment 428 #
Proposal for a regulation Article 7 – paragraph 7 – subparagraph 1 a (new) The summary shall contain under the sub-sections titled 'What are the key risks that are specific to the issuer?' and 'What are the key risks that are specific to the securities?' a brief description of no more than 10 of the most material risk factors that are specific to the issuer or the securities.
Amendment 429 #
Proposal for a regulation Article 7 – paragraph 7 –subparagraph 2 Where a key information document is required to be prepared under Regulation
Amendment 430 #
Proposal for a regulation Article 7 – paragraph 8 a (new) 8a. In the event that a registration document or a universal registration document approved by the competent authority of a Member State different from the competent authority approving the securities note and the summary pursuant to Article 10(3), and notified to that competent authority pursuant to Article 24(5a), is used to draw up a prospectus consisting of separate documents, the abstract of the registration document or universal registration document shall be reproduced in the summary, subject to the language requirements set out in Article 25, thereby satisfying the information requirement of point (b) of paragraph 4. In that case, the introduction of the summary shall contain the identity and contact details of both home competent authorities and indicate which part of the prospectus was approved by which competent authority. The elements of the summary reproduced from the abstract shall not be subject to scrutiny by the competent authority approving the securities note and the summary.
Amendment 431 #
Proposal for a regulation Article 7 – paragraph 10 10. The summary
Amendment 432 #
Proposal for a regulation Article 7 – paragraph 10 10. The summary
Amendment 433 #
Proposal for a regulation Article 7 – paragraph 10 10. The prospectus summary shall not contain cross-
Amendment 434 #
Proposal for a regulation Article 7 – paragraph 10 a (new) 10a. 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.
Amendment 435 #
Proposal for a regulation Article 7 – paragraph 11 – subparagraph 1 Amendment 436 #
Proposal for a regulation Article 7 – paragraph 11 – subparagraph 1 ESMA shall develop draft regulatory technical standards to specify
Amendment 437 #
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.
Amendment 438 #
Proposal for a regulation Article 7 – paragraph 11 – subparagraph 2 Amendment 439 #
Proposal for a regulation Article 7 – paragraph 11 – subparagraph 2 ESMA shall submit those draft regulatory technical standards to the Commission by [enter date
Amendment 440 #
Proposal for a regulation Article 7 – paragraph 11 – subparagraph 3 Amendment 441 #
Proposal for a regulation Article 8 – paragraph 1 1. For non-equity securities, the prospectus may, at the choice of the issuer, offeror or person asking for the admission to trading
Amendment 442 #
Proposal for a regulation Article 8 – paragraph 7 7. A summary shall only be drawn up when the final terms are
Amendment 443 #
Proposal for a regulation Article 8 – paragraph 7 7. A summary shall only be drawn up when the final terms are
Amendment 444 #
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
Amendment 445 #
Proposal for a regulation Article 8 – paragraph 10 – subparagraph 1 An offer to the public may continue after the expiration of the base prospectus under which it was commenced provided that a
Amendment 446 #
Proposal for a regulation Article 9 – paragraph 2 – subparagraph 2 After the issuer has had a universal registration document approved by the competent authority every financial year for t
Amendment 447 #
Proposal for a regulation Article 9 – paragraph 2 – subparagraph 2 After the issuer has had a universal registration document approved by the competent authority every financial year for three consecutive years, subsequent universal registration documents or changes to registration documents may be filed with the competent authority without prior approval.
Amendment 448 #
Proposal for a regulation Article 9 – paragraph 2 – subparagraph 2 After the issuer has had a universal registration document approved by the competent authority every financial year for three consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval, unless there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or there has been a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.
Amendment 449 #
Proposal for a regulation Article 9 – paragraph 14 14.
Amendment 450 #
Proposal for a regulation Article 10 – paragraph 2 – subparagraph 1 An issuer which already has a universal registration document approved by the competent authority or which opts for the procedure laid down in Article 9(2) shall be required to draw up only the securities note and the summary when securities are offered to the public or admitted to trading on a regulated market. In that case, the securities note, the summary and all amendments to the universal registration document filed since the approval of the universal registration document shall be subject to a separate approval.
Amendment 451 #
Proposal for a regulation Article 10 – paragraph 2 – subparagraph 2 Where an issuer has filed a universal
Amendment 452 #
Proposal for a regulation Article 10 – paragraph 2 a (new) 2a. The separate approval of the securities note and the summary referred to in paragraphs 1 and 2 may be granted by the competent authority of a home Member State different from that where the registration document or universal registration document has been approved. In such a case, the registration document or universal registration document shall be subject to the language requirements set out in Article 25(3) and shall contain an abstract which covers the elements according to Article 7(6). Each authority shall remain competent solely for the respective documents approved by it, including with regard to any possible supplements thereto. In the event that a supplement to the registration document or universal registration document concerns information contained in the abstract, the supplement to the summary, if applicable, shall be identical in that respect and be deemed approved insofar as the supplement to the registration document or universal registration document has been approved.
Amendment 453 #
Proposal for a regulation Article 11 – paragraph 2 – subparagraph 2 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
Amendment 454 #
Proposal for a regulation Article 11 – paragraph 2 – subparagraph 2 Amendment 455 #
Proposal for a regulation Article 11 – paragraph 2 a (new) 2a. This Article does not exclude further civil liability in accordance with national law.
Amendment 456 #
Proposal for a regulation Article 13 – paragraph 1 – subparagraph 1 1.
Amendment 457 #
Proposal for a regulation Article 13 – paragraph 1 – subparagraph 2 – point b (b) the various types and characteristics of offers and admissions to trading on a regulated market of non-equity securities. In particular, the information required in a prospectus relating to non-equity securities on, or being admitted to, a regulated market shall be adapted appropriately when the offer of securities is addressed to qualified investors;
Amendment 458 #
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.
Amendment 459 #
Proposal for a regulation Article 13 – paragraph 2 – subparagraph 1 2.
Amendment 460 #
Proposal for a regulation Article 14 – title Amendment 461 #
Proposal for a regulation Article 14 – paragraph 1 – subparagraph 1 – introductory part 1. The following persons may choose to draw up a prospectus under the
Amendment 462 #
Proposal for a regulation Article 14 – paragraph 1 – subparagraph 2 The
Amendment 463 #
Proposal for a regulation Article 14 – paragraph 2 2.
Amendment 464 #
Proposal for a regulation Article 14 – paragraph 2 2. By derogation to article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuer, notably the disclosure of capitalisation, indebtedness and the working capital statement. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision.
Amendment 465 #
Proposal for a regulation Article 14 – paragraph 2 2. By derogation to
Amendment 466 #
Proposal for a regulation Article 14 – paragraph 2 2. By derogation to article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and
Amendment 467 #
Proposal for a regulation Article 14 – paragraph 3 – subparagraph 1 The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the minimum disclosure regime, taking into account the information which is already disclosed to the public under Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014, provided that ongoing information remains consolidated and well-structured for comprehensibility purposes.
Amendment 468 #
Proposal for a regulation Article 14 – paragraph 3 – subparagraph 1 The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the
Amendment 469 #
Proposal for a regulation Article 14 – paragraph 3 a (new) Amendment 470 #
Proposal for a regulation Article 15 – title Amendment 471 #
Proposal for a regulation Article 15 – title Amendment 472 #
Proposal for a regulation Article 15 – title Minimum disclosure regime for SMEs and mid-caps
Amendment 473 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities to the public
Amendment 474 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities
Amendment 475 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs
Amendment 476 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities to the public
Amendment 477 #
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
Amendment 478 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs and issuers seeking admission to trading on SME growth markets may choose to draw up a prospectus under the
Amendment 479 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market and the total consideration in the Union of the offer is less than EUR 10 000 000, which shall be calculated over a period of 12 months.
Amendment 480 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 SMEs and mid-caps may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market.
Amendment 481 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 2 Amendment 482 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 2 The
Amendment 483 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 2 The minimum disclosure regime shall consist of a specific registration document and a specific securities note. The summary shall include all the information set out in Article 7 that is applicable to the specific size of the company.
Amendment 484 #
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.
Amendment 485 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 3 Amendment 486 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 3 Amendment 487 #
Proposal for a regulation Article 15 – paragraph 2 2.
Amendment 488 #
Proposal for a regulation Article 15 – paragraph 2 2.
Amendment 489 #
Proposal for a regulation Article 15 – paragraph 2 2. Companies making use of the
Amendment 490 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 1 The Commission shall adopt delegated acts
Amendment 491 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 1 The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the
Amendment 492 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 2 a (new) Amendment 493 #
Proposal for a regulation Article 15 – paragraph 4 Amendment 494 #
Proposal for a regulation Article 15 – paragraph 4 4. ESMA shall develop guidelines addressed to SMEs and issuers seeking admission to trading on SME growth markets on how to draw up a prospectus under the format referred to in paragraph 2. The procedures set out in subparagraphs 2 to 4 of Article 16(3) of Regulation (EU) No 1095/2010 shall not apply.
Amendment 495 #
Proposal for a regulation Article 15 – paragraph 4 4. ESMA shall
Amendment 496 #
Proposal for a regulation Article 16 – paragraph 1 1.
Amendment 497 #
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
Amendment 498 #
Proposal for a regulation Article 16 – paragraph 1 1. The risk factors featured in a prospectus
Amendment 499 #
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 for taking an informed investment decision, as corroborated by the content of the registration document and the securities note.
Amendment 500 #
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 for taking an informed investment decision, as corroborated by the content of the registration document and the securities note.
Amendment 501 #
Proposal for a regulation Article 16 – paragraph 1 1. The risk factors featured in a prospectus shall
Amendment 502 #
Proposal for a regulation Article 16 – paragraph 1 – subparagraphs 1 a, 1 b and 1 c (new) A description of more general risks which might have an impact on the issuer and on the securities shall also be reported, including the expected magnitude of their negative impact. Risks factors shall also include those due to the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU (BRRD). Where the risk factors in the previous subparagraph represent material risks, they shall be prominently referred to in the introduction containing warnings of the summary described in Article 7 (4)(a).
Amendment 503 #
Proposal for a regulation Article 16 – paragraph 2 Amendment 504 #
Proposal for a regulation Article 16 – paragraph 2 2.
Amendment 505 #
Proposal for a regulation Article 16 – paragraph 2 2. ESMA shall develop guidelines on the assessment
Amendment 506 #
Proposal for a regulation Article 17 – paragraph 2 Amendment 507 #
Proposal for a regulation Article 17 – paragraph 2 – subparagraph 2 The competent authority shall submit a report to ESMA on a yearly basis regarding the information the omission of which it has authorised. The competent authority shall make that report public within five years at the latest of the date of the omission.
Amendment 508 #
Proposal for a regulation Article 17 – paragraph 4 Amendment 509 #
Proposal for a regulation Article 17 – paragraph 5 Amendment 510 #
Proposal for a regulation Article 17 – paragraph 5 5.
Amendment 511 #
Proposal for a regulation Article 18 – paragraph 1 – subparagraph 1 – introductory part 1. Information may be incorporated by reference in a prospectus or a base prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 25 and
Amendment 512 #
Proposal for a regulation Article 18 – paragraph 1 – subparagraph 1 – point a (a) documents which have been approved
Amendment 513 #
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
Amendment 514 #
Proposal for a regulation Article 18 – paragraph 1 – subparagraph 1 a (new) The above mentioned list shall be non- exhaustive.
Amendment 515 #
Proposal for a regulation Article 19 – paragraph 1 1. No prospectus shall be published until it
Amendment 516 #
Proposal for a regulation Article 19 – paragraph 5 – subparagraph 1 a (new) A frequent issuer shall submit an application to the competent authority containing the necessary amendments to the universal registration document, where applicable, the securities note and the summary submitted for approval. A frequent issuer shall not be required to obtain approval for non-material amendments to the universal registration document. Where a prospectus has already been approved by the competent authority and a supplement is subsequently required to the universal registration document, a frequent issuer shall not be required to obtain approval from the competent authority for that supplement prior to the publication.
Amendment 517 #
Proposal for a regulation Article 19 – paragraph 5 – subparagraph 2 a (new) A frequent issuer shall not be required to obtain approval for amendments to the universal registration document. Where a prospectus has already been approved by the competent authority and a supplement is subsequently required to the universal registration document, without prejudice to the right of withdrawal under Article 22(2), a frequent issuer shall not be required to obtain approval from the competent authority for that supplement prior to publication.
Amendment 518 #
Proposal for a regulation Article 19 – paragraph 7 7. The competent authority of the home Member State may transfer the approval of
Amendment 519 #
Proposal for a regulation Article 19 – paragraph 8 Amendment 520 #
Proposal for a regulation Article 19 – paragraph 9 9. The level of fees charged by the competent authority of the home Member State for the approval of prospectuses, registration documents, including universal registration documents, supplements and amendments, as well as for the filing of universal registration documents, amendments thereto and final terms, shall be of a proportionate nature and shall be disclosed to the public at least on the website of the competent authority.
Amendment 521 #
Proposal for a regulation Article 19 – paragraph 10 10.
Amendment 522 #
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.
Amendment 523 #
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. To that effect, ESMA shall deliver guidance on vetting principles for competent authorities across the Union. In particular, ESMA shall foster convergence regarding the efficiency, methods and timing of the scrutiny by the competent authorities of the
Amendment 524 #
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 tha
Amendment 525 #
Proposal for a regulation Article 20 – paragraph 3 – subparagraph 2 a (new) Without prejudice to the right of withdrawal in Article 22(2), frequent issuers, as referred to in Article 9(11), may choose to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement.
Amendment 526 #
Proposal for a regulation Article 20 – paragraph 5 – subparagraph 3 The competent authority of the
Amendment 527 #
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
Amendment 528 #
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.
Amendment 529 #
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 ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine readable also when using meta- data.
Amendment 530 #
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
Amendment 531 #
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.
Amendment 532 #
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.
Amendment 533 #
Proposal for a regulation Article 20 – paragraph 10 10. A
Amendment 534 #
Proposal for a regulation Article 20 – paragraph 10 10. A
Amendment 535 #
Proposal for a regulation Article 20 – paragraph 12 – subparagraph 1 a (new) ESMA shall generate European identification numbers for the prospectuses, which shall be assigned by the competent authorities.
Amendment 536 #
Proposal for a regulation Article 21 – paragraph 4 a (new) 4a. When according to this Regulation, no prospectus is required to be published, material information provided by an issuer or an offeror and addressed to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. Where a prospectus is required to be published, such information shall be included in the prospectus or in a supplement to the prospectus in accordance with Article 22(1).
Amendment 537 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 5. The competent authority of the ho
Amendment 538 #
Proposal for a regulation Article 21 – paragraph 5 5. The competent authority of the
Amendment 539 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 5. The competent authority of the
Amendment 540 #
Proposal for a regulation Article 21 – paragraph 5 5. The competent authority of the
Amendment 541 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 5. The competent authority of the home Member State, in consultation with the competent authority of the host Member State, shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.
Amendment 542 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 a (new) Notwithstanding the first subparagraph, where the competent authority of the host Member State determines that investor protection or financial stability would be undermined by the standards required by the competent authority of the home Member State, the competent authority of the host Member State may refer the matter to ESMA under Article 19 of [the ESMA Regulation].
Amendment 543 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 a (new) Where necessary, the home Member State shall assist the competent authority where the advertisements are disseminated with assessing the consistency of the advertisements with the information in the prospectus. Where necessary, the home Member State shall provide assistance to the competent authority of the host Member State in order to assess the consistency of the advertisements with the information provided in the prospectus.
Amendment 544 #
Proposal for a regulation Article 21 – paragraph 5 – subparagraph 1 a (new) Without prejudice to the powers laid down in Article 30(1), scrutiny by a competent authority of the advertisements shall not constitute a precondition for the offer to the public or the admission to trading to take place in any host Member State.
Amendment 545 #
Proposal for a regulation Article 21 – paragraph 6 6. T
Amendment 546 #
Proposal for a regulation Article 21 – paragraph 6 a (new) 6a. In accordance with the procedure laid down in Article 16 of Regulation (EU) No 1095/2010 and with a view to establishing consistent, efficient and effective supervisory practices and to ensuring the common, uniform and consistent application of Union law, ESMA shall issue guidelines and recommendations in respect of the control exercised by competent authorities under paragraph 5, including the time limits to be applied.
Amendment 547 #
Proposal for a regulation Article 21 – paragraph 6 b (new) 6b. Any fee charged by a competent authority for the scrutiny of advertisements pursuant to this Article shall be at a proportionate level.
Amendment 548 #
Proposal for a regulation Article 22 – paragraph 1 – subparagraph 2 Such a supplement shall be approved in the same way as a prospectus in a maximum of five working days notified directly to the investors concerned by electronic and physical means and published in accordance with at least the same arrangements as were applied when the original prospectus was published in accordance with Article 20. The summary, and any translations thereof, shall also be supplemented, where necessary, to take into account the new information included in the supplement.
Amendment 549 #
Proposal for a regulation Article 22 – paragraph 2 2. Where the prospectus relates to 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
Amendment 550 #
Proposal for a regulation Article 22 – paragraph 2 – subparagraph 1 a (new) Where an issuer chooses to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement pursuant to Article 20(3), that shall not affect the investor's right of withdrawal as set out in the first subparagraph.
Amendment 551 #
Proposal for a regulation Article 22 – paragraph 4 4. Only one supplement shall be drawn up
Amendment 552 #
Proposal for a regulation Article 23 – title Union scope of approvals of prospectuses and of approved universal registration documents
Amendment 553 #
Proposal for a regulation Article 23 – paragraph 1 a (new) 1a. The provisions of paragraph 1 shall apply mutatis mutandis to universal registration documents already approved.
Amendment 554 #
Proposal for a regulation Article 23 – paragraph 1 a (new) 1a. Where a prospectus is submitted for approval in one or more Member States and it contains a universal registration document which has already been approved in another Member State, the competent authority considering the application for approval of the prospectus shall not re-review the universal registration document and shall accept its prior approval.
Amendment 555 #
Proposal for a regulation Article 23 – paragraph 1 a (new) 1a. Provided that ESMA and the competent authority of the home Member State with respect to a constituent part of a prospectus are notified in accordance with Article 24(5a), the competent authority of the home Member State with respect to that constituent part of a prospectus shall not undertake any approval or administrative procedures relating to the other constituent part which has already been approved by a another competent authority.
Amendment 556 #
Proposal for a regulation Article 24 – paragraph 1 – subparagraph 1 The competent authority
Amendment 557 #
Proposal for a regulation Article 24 – paragraph 1 – subparagraph 1 The competent authority of the home Member State shall,
Amendment 558 #
Proposal for a regulation Article 24 – paragraph 1 – subparagraph 3 The issuer or the person responsible for drawing up the prospectus shall be notified of the certificate of approval
Amendment 559 #
Proposal for a regulation Article 24 – paragraph 1 – subparagraph 3 The issuer or the person responsible for drawing up the prospectus shall be notified of the certificate of approval at the same time as the national competent authorit
Amendment 560 #
Proposal for a regulation Article 24 – paragraph 3 Amendment 561 #
Proposal for a regulation Article 24 – paragraph 3 Amendment 562 #
Proposal for a regulation Article 24 – paragraph 4 4. Where the final terms of a base prospectus which has been previously notified are neither included in the base prospectus, nor in a supplement, the competent authority
Amendment 563 #
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).
Amendment 564 #
Proposal for a regulation Article 24 – paragraph 5 a (new) 5a. Paragraphs 1 to 3 and 5 of this Article shall also apply to the constituent parts of a prospectus, in particular a registration document or universal registration document.
Amendment 565 #
Proposal for a regulation Article 24 – paragraph 6 – subparagraph 1 In order to ensure uniform conditions of application of this Regulation and to take account of technical developments on financial markets, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the notification of the certificate of approval, the prospectus, its constituent parts, the supplement of the prospectus, or its constituent parts, and the translation of the prospectus and/or summary.
Amendment 566 #
Proposal for a regulation Article 25 – paragraph 1 1. Where an offer to the public is made or admission to trading on a regulated market is sought only in the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State or in one of the official languages, used in the part of the Member State where the investment product is distributed.
Amendment 567 #
Proposal for a regulation Article 25 – paragraph 2 – subparagraph 2 The competent authority of each host Member State
Amendment 568 #
Proposal for a regulation Article 25 – paragraph 2 – subparagraph 2 The competent authority of each host Member State may require that the summary referred to in Article 7 be translated into its official language or languages or in one of the official languages, used in the part of the Member State where the investment product is distributed, but it shall not require the translation of any other part of the prospectus.
Amendment 569 #
Proposal for a regulation Article 25 – paragraph 3 – subparagraph 1 Where an offer to the public is made or
Amendment 570 #
Proposal for a regulation Article 25 – paragraph 3 – subparagraph 2 The competent authority of each
Amendment 571 #
Proposal for a regulation Article 25 – paragraph 4 – subparagraph 2 When the final terms are communicated to
Amendment 572 #
Proposal for a regulation Article 26 – paragraph 1 1.
Amendment 573 #
Proposal for a regulation Article 26 – paragraph 1 1. A third country issuer intending to offer securities to the public in the Union or to seek admission to trading of securities on a regulated market of the Union under a prospectus drawn up according to this Regulation shall obtain approval of its prospectus, in accordance with Article 19, from the competent authority of
Amendment 574 #
Proposal for a regulation Article 26 – paragraph 2 Amendment 575 #
Proposal for a regulation Article 26 – paragraph 2 Amendment 576 #
Proposal for a regulation Article 26 – paragraph 2 Amendment 577 #
Proposal for a regulation Article 26 – paragraph 2 Amendment 578 #
Proposal for a regulation Article 26 – paragraph 2 Amendment 579 #
Proposal for a regulation Article 26 – paragraph 2 2. The third country issuer shall designate a representative established in its home Member State
Amendment 580 #
Proposal for a regulation Article 26 – paragraph 2 2. The third country issuer shall designate a representative established in
Amendment 581 #
Proposal for a regulation Article 26 – paragraph 3 Amendment 582 #
Proposal for a regulation Article 26 – paragraph 3 Amendment 583 #
Proposal for a regulation Article 26 – paragraph 3 Amendment 584 #
Proposal for a regulation Article 26 – paragraph 3 Amendment 585 #
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
Amendment 586 #
Proposal for a regulation Article 26 – paragraph 3 3. The
Amendment 587 #
Proposal for a regulation Article 27 – paragraph 1 Amendment 588 #
Proposal for a regulation Article 27 – paragraph 1 Amendment 589 #
Proposal for a regulation Article 27 – paragraph 1 1. The competent authority of the
Amendment 590 #
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,
Amendment 591 #
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.
Amendment 592 #
Proposal for a regulation Article 28 – paragraph 1 – subparagraph 1 For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of
Amendment 593 #
Proposal for a regulation Article 28 – paragraph 1 – subparagraph 1 For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26,
Amendment 594 #
Proposal for a regulation Article 28 – paragraph 2 Amendment 595 #
Proposal for a regulation Article 28 – paragraph 2 – subparagraph 1 Amendment 596 #
Proposal for a regulation Article 28 – paragraph 3 3.
Amendment 597 #
Proposal for a regulation Article 29 – paragraph 1 – subparagraph 1 E
Amendment 598 #
Proposal for a regulation Article 29 – paragraph 1 – subparagraph 2 The competent authority shall be
Amendment 599 #
Proposal for a regulation Article 29 – paragraph 2 – subparagraph 1 Amendment 600 #
Proposal for a regulation Article 29 – paragraph 2 – subparagraph 3 The final responsibility for supervising compliance with this Regulation and for approving the prospectus shall lie with the competent authority
Amendment 601 #
Proposal for a regulation Article 29 – paragraph 2 – subparagraph 4 Amendment 602 #
Proposal for a regulation Article 30 – paragraph 1 – subparagraph 1 – introductory part 1. In order to fulfil their duties under this Regulation, the competent authorit
Amendment 603 #
Proposal for a regulation Article 30 – paragraph 1 – subparagraph 1 – point d (d) to suspend an offer to the public or admission to trading
Amendment 604 #
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
Amendment 605 #
Proposal for a regulation Article 30 – paragraph 1 – subparagraph 2 Where necessary under national law, the competent authority may ask the relevant judicial authority to decide on the use of the powers referred to in the first subparagraph.
Amendment 606 #
Proposal for a regulation Article 30 – paragraph 2 – introductory part 2. Competent authorities shall exercise their functions and powers, referred to in paragraph 1, to the fullest extent necessary to exercise their responsibility for supervising compliance with this Regulation and for approving the prospectus in any of the following ways:
Amendment 607 #
Proposal for a regulation Article 30 – paragraph 2 – introductory part 2.
Amendment 608 #
Proposal for a regulation Article 30 – paragraph 3 3. Member States shall ensure that appropriate measures are in place so that the competent authorit
Amendment 609 #
Proposal for a regulation Article 30 – paragraph 5 Amendment 611 #
Proposal for a regulation Article 31 – paragraph 1 – subparagraph 2 Where Member States have
Amendment 612 #
Proposal for a regulation Article 31 – paragraph 5 Amendment 613 #
Proposal for a regulation Article 32 – title Cooperation with
Amendment 614 #
Proposal for a regulation Article 32 – paragraph 1 1. The national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall
Amendment 615 #
Proposal for a regulation Article 32 – paragraph 2 2. The national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall without delay provide ESMA with all information necessary to carry out its duties
Amendment 616 #
Proposal for a regulation Article 33 – paragraph 1 1. All the information exchanged between the competent authorit
Amendment 617 #
Proposal for a regulation Article 33 – paragraph 2 2. The obligation of professional secrecy shall apply to all persons who work or who have worked for the competent authority or for any entity to whom the competent authority has delegated its powers or for the national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014. Information covered by professional secrecy may not be disclosed to any other person or authority except by virtue of provisions laid down by Union or national law.
Amendment 618 #
Proposal for a regulation Article 34 – paragraph 1 With regard to the processing of personal data within the framework of this Regulation, the national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall carry out their tasks for the purposes of this Regulation in accordance with the national laws, regulations or administrative provisions transposing Directive 95/46/EC.
Amendment 619 #
Proposal for a regulation Article 34 – paragraph 2 With regard to the processing of personal data by
Amendment 620 #
Proposal for a regulation Article 35 – paragraph 1 1. Where
Amendment 621 #
Proposal for a regulation Article 35 – paragraph 2 Amendment 622 #
Proposal for a regulation Article 35 – paragraph 3 Amendment 623 #
Proposal for a regulation Article 35 – paragraph 3 Amendment 624 #
Proposal for a regulation Article 36 – paragraph 1 – introductory part 1. Without prejudice to the supervisory and investigatory powers of competent authorities under Article 30, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in conformity with national law, provide for competent authorities to have the power to take appropriate administrative measures and impose administrative sanctions, which shall be effective, proportionate and dissuasive. Those administrative measures and sanctions shall apply at least
Amendment 625 #
Proposal for a regulation Article 36 – paragraph 1 – introductory part 1. Without prejudice to the supervisory and investigatory powers of competent authorities under Article 30, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in conformity with national law, provide for competent authorities to have the power to take appropriate administrative measures and impose effective, proportionate and dissuasive administrative sanctions, which shall apply at least for:
Amendment 626 #
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;
Amendment 627 #
Proposal for a regulation Article 36 – paragraph 1 – point a (a) breaches of obligations and infringements
Amendment 628 #
Proposal for a regulation Article 36 – paragraph 1 – subparagraph 1 a (new) Those administrative measures and sanctions shall be effective, proportionate and dissuasive.
Amendment 629 #
Proposal for a regulation Article 36 – paragraph 1 – subparagraph 2 Amendment 630 #
Proposal for a regulation Article 36 – paragraph 2 – point a (a) a public statement indicating the natural person or the legal entity responsible and the nature of the infringement in accordance with Article 40;
Amendment 631 #
Proposal for a regulation Article 36 – paragraph 2 – point c (c) maximum administrative pecuniary sanctions of at least t
Amendment 632 #
Proposal for a regulation Article 36 – paragraph 2 – point c a (new) (ca) minimum administrative pecuniary sanctions of at least the amount of the profits gained or losses avoided or the losses inflicted on third parties because of the infringement, where those can be determined;
Amendment 633 #
Proposal for a regulation Article 36 – paragraph 2 – point d – subparagraph 1 (d) where the profits or losses referred to in points (a) to (c) cannot be determined, in the case of a legal person, maximum administrative pecuniary sanctions of at least EUR 5 000 000, or, in the Member States whose currency is not the euro, the corresponding value in the national currency on [insert date of entry into force], or 3% of the total annual turnover of that legal person according to the last available financial statements approved by
Amendment 634 #
Proposal for a regulation Article 40 – paragraph 2 Amendment 635 #
Proposal for a regulation Article 40 – paragraph 4 a (new) 4a. All decisions shall, in all events, be made public within five years at the latest of their being taken.
Amendment 636 #
Proposal for a regulation Article 42 – paragraph 2 2. The delegation of power referred to in Article 1(5) and (6), Article 2(2), Article 9(14), Article 13(1) and (2), Article 14(3), Article 15(3), Article 17(5), Article 19(10), Article 21(6) and Article 27(3) shall be conferred on the Commission for an indeterminate period of time from [enter date of entry into force]. The first adoption of the delegated acts shall be completed within 18 months after the date of entry into force of this Regulation.
Amendment 637 #
Proposal for a regulation Article 44 (new) Article -44 Amendment to Directive 2014/65/EU Directive 2014/65/EU is amended as follows: In point (a) of Article 25(4) , the second subparagraph is replaced by the following: "For the purpose of this point a third- country market shall be considered to be equivalent to a regulated market if the requirements and the procedure laid down under the third and the fourth subparagraphs are fulfilled. On the request of the competent authority of a Member State, the Commission shall adopt equivalence decisions in accordance with the procedure referred to in Article43, stating whether the legal and supervisory framework of a third country ensures that a regulated market authorised in that third country complies with legally binding requirements which are, for the purpose of the application of point (a), equivalent to the requirements resulting from Regulation (EU) No 596/2014of the European Parliament and of the Council of 16 April 2013 on market abuse (market abuse regulation) , from Title III of this Directive, from Title II of Regulation(EU) No 600/2014and from Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, and which are subject to effective supervision and enforcement in that third country. That competent authority shall indicate why it considers that the legal and supervisory framework of the third country concerned is to be considered equivalent and shall provide relevant information to that end. Such a third-country legal and supervisory framework may be considered equivalent where that framework fulfils at least the following conditions: (i) the markets are subject to authorisation and to effective supervision and enforcement on an ongoing basis; (ii) the 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) market transparency and integrity are ensured by the prevention of market abuse in the form of insider dealing and market manipulation."
Amendment 638 #
Proposal for a regulation Article 44 – paragraph 3 Amendment 639 #
Proposal for a regulation Article 45 – paragraph 2 – point c a (new) (ca) statistics on the costs of producing a prospectuses broken down at least by different classes of issuers, sizes of issue and locations as well as the classes of fees and charges incurred by issuers and the classes of service providers that charge them; the statistics shall be accompanied by an analysis of the effectiveness of competition between services providers involved in drawing up prospectuses and recommendations on how to reduce costs;
Amendment 640 #
Proposal for a regulation Article 45 – paragraph 2 – subparagraph 1 a (new) Those statistics should also cover the cost of fundraising, broken down between the different elements such as underwriting and placing commissions, financial advisory fees, reporting accountant fees, and legal fees.
Amendment 641 #
Proposal for a regulation Article 46 – paragraph 1 Before [enter date
Amendment 642 #
Proposal for a regulation Article 47 – paragraph 1 1. This Regulation shall enter into force
Amendment 643 #
Proposal for a regulation Article 47 – paragraph 2 Amendment 644 #
Proposal for a regulation Article 47 – paragraph 2 2. It shall apply from [enter date
Amendment 645 #
Proposal for a regulation Article 47 – paragraph 2 2. It shall apply from
Amendment 646 #
Proposal for a regulation Article 47 – paragraph 2 2. It shall apply from [enter date
Amendment 647 #
Proposal for a regulation Article 47 – paragraph 2 2. It shall apply from [enter date
Amendment 648 #
Proposal for a regulation Article 47 – paragraph 3 – subparagraph 1 Member States shall take the necessary measures to comply with Article 11, Article 19(8), Article 29, Article 30, Article 36, Article 37, Article 38, Article 39, Article 40, and Article 41 by [enter date
Amendment 649 #
Proposal for a regulation Article 47 – paragraph 3 – subparagraph 1 Member States shall take the necessary measures to comply with Article 11, Article 19(8), Article 29, Article 30, Article 36, Article 37, Article 38, Article 39, Article 40, and Article 41 by
source: 582.054
2016/04/27
IMCO
83 amendments...
Amendment 100 #
Proposal for a regulation Article 25 – paragraph 2 – subparagraph 2 The competent authority of each host Member State
Amendment 101 #
Proposal for a regulation Article 25 – paragraph 3 – subparagraph 2 The competent authority of each host Member State
Amendment 102 #
Proposal for a regulation Article 28 – paragraph 1 – subparagraph 1 For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member States shall conclude supervisory cooperation arrangements with
Amendment 103 #
Proposal for a regulation Article 39 – paragraph 4 a (new) 4 a. Member States shall take all necessary measures to ensure optimal reporting procedures regarding breaches of the this Regulation.
Amendment 104 #
Proposal for a regulation Article 47 – paragraph 2 2. It shall apply from [enter date
Amendment 22 #
Proposal for a regulation Recital 1 (1) This Regulation constitutes an essential step towards the completion of the Capital Markets Union as set out in the Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions, entitled 'Action Plan on Building a Capital Markets Union' of 30 September 2015. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union (hereinafter 'the Union'), make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs
Amendment 23 #
Proposal for a regulation Recital 3 (3) Disclosure of information in case of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by re
Amendment 24 #
Proposal for a regulation Recital 7 (7) The aim of this Regulation is to ensure investor protection and market efficiency, while enhancing the single market for capital and facilitating the access of SMEs to it. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets. The appropriate way to make this information available is to publish a prospectus.
Amendment 25 #
Proposal for a regulation Recital 12 (12) For offers of securities to the public
Amendment 26 #
Proposal for a regulation Recital 13 (13)
Amendment 27 #
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
Amendment 28 #
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
Amendment 29 #
Proposal for a regulation Recital 22 (22) The summary of 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 information that investors need, based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs), in order to be able to decide which offers and admissions to trading of securities to consider further. Such key information should convey the essential characteristics of, and risks associated with, the issuer,
Amendment 30 #
Proposal for a regulation Recital 22 (22) The summary of the prospectus should be a useful source of information for investors, in particular retail investors and SMEs. It should be a self-contained part of the prospectus and should focus on key information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. Such key 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 should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 31 #
Proposal for a regulation Recital 24 (24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided, with indicative contents, which the issuer should fill in with brief, narrative descriptions including figures where appropriate.
Amendment 32 #
Proposal for a regulation Recital 33 (33) An issuer which has filed and received approval for a universal registration document for
Amendment 33 #
Proposal for a regulation Recital 43 (43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs which are the main driver of the EU economy in the Union. As such companies usually need to raise relatively lower amounts than other issuers, the cost of drawing up a prospectus can be disproportionately high and complicated administrative procedures may deter them from offering their securities to the public. At the same time, because of their size and shorter track record, SMEs might carry a higher investment risk than larger issuers and should disclose sufficient information for investors to take their investment decision. A proper balance should therefore be struck between the cost- efficient access to financial markets and investor protection when calibrating the content of a prospectus applying to SMEs and a specific disclosure regime should therefore be developed for SMEs to achieve that objective.
Amendment 34 #
Proposal for a regulation Recital 44 (44) The
Amendment 35 #
Proposal for a regulation Recital 47 Amendment 36 #
Proposal for a regulation Recital 47 Amendment 37 #
Proposal for a regulation Recital 49 (49) Omission of sensitive information in a prospectus should be allowed in certain circumstances by means of a derogation granted by the competent authority in order to avoid detrimental situations for an issuer, provided that the omission of such information is not likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor.
Amendment 38 #
Proposal for a regulation Recital 53 (53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities. ESMA should play a key role in fostering supervisory convergence in this field by using its powers under Regulation (EU) No 1095/2010 of the European Parliament and of the Council13 . In particular, ESMA should conduct peer reviews covering activities of the competent authorities under this Regulation within an appropriate time-frame before the review of this Regulation and in accordance with Regulation (EU) No 1095/2010. ESMA should create an online platform in order to simplify the prospectus process, its procedures, and make the information easily accessible through the monitoring and approval stages. __________________ 13 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority),
Amendment 39 #
Proposal for a regulation Recital 58 a (new) (58a) The time-limits within which an issuer must publish a supplement to the prospectus and within which investors have a right to withdraw their acceptance of the offer following the publication of a supplement should be the same in order to assure impartiality.
Amendment 40 #
Proposal for a regulation Recital 64 (64) For the purpose of detecting infringements of this Regulation, it is necessary for competent authorities to be able to access sites other than the private residences of natural persons in order to seize documents. The access to such premises is necessary when there is reasonable suspicion that documents and other data related to the subject matter of an inspection or investigation exist and may be relevant to prove an infringement of this Regulation, without violating property rights and field specific legislation. Additionally the access to such premises is necessary where: the
Amendment 41 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than 1
Amendment 42 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than
Amendment 43 #
Proposal for a regulation Article 1 – paragraph 3 – point b (b) an offer of securities addressed to fewer than 1
Amendment 44 #
Proposal for a regulation Article 1 – paragraph 3 – point c a (new) (ca) an offer of securities whose denomination per unit amounts to at least EUR 100 000;
Amendment 45 #
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
Amendment 46 #
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
Amendment 47 #
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
Amendment 48 #
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
Amendment 49 #
Proposal for a regulation Article 1 – paragraph 4 – point c (c) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, where the issuing of such shares does not involve any increase in the issued capital
Amendment 50 #
Proposal for a regulation Article 3 – paragraph 1 a (new) 1a. Issuers shall be entitled to draw up a prospectus under the proportionate disclosure regime set out in Article 15 for offers of securities to the public with a total consideration not exceeding EUR 5 000 000 calculated over a period of 12 months. A prospectus approved pursuant to Article 15 shall be valid for any offer of securities to the public in any number of host Member States under the conditions set out in Article 23.
Amendment 51 #
Proposal for a regulation Article 3 – paragraph 2 Amendment 52 #
Proposal for a regulation Article 3 – paragraph 2 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 53 #
Proposal for a regulation Article 3 – paragraph 2 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 54 #
Proposal for a regulation Article 3 – paragraph 2 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not
Amendment 55 #
Proposal for a regulation Article 3 – paragraph 2 – point b (b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR
Amendment 56 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 2 Amendment 57 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 2 a (new) The Commission shall harmonise the rules based on which this consideration shall be drafted.
Amendment 58 #
Proposal for a regulation Article 3 – paragraph 2 – subparagraph 2 b (new) The Commission shall supervise and prevent that by such actions Member States do not hamper the fragmentation of the single market.
Amendment 59 #
Proposal for a regulation Article 5 – paragraph 2 No additional prospectus shall be required 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 12 and Article 22 and the issuer or the person responsible for drawing up such prospectus consents to its use by means of a written
Amendment 60 #
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 enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses,
Amendment 61 #
Proposal for a regulation Article 7 – paragraph 1 1. The prospectus shall include a summary providing the key information that investors need in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read
Amendment 62 #
Proposal for a regulation Article 7 – paragraph 1 a (new) 1a. By way of derogation from the first subparagraph, 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.
Amendment 63 #
Proposal for a regulation Article 7 – paragraph 2 2. The content of the summary shall be accurate, fair, clear and not misleading and containing all relevant information. It shall be consistent with the other parts of the prospectus.
Amendment 64 #
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
Amendment 65 #
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
Amendment 66 #
Proposal for a regulation Article 7 – paragraph 4 – point a (a) an introduction containing warnings that include a possible loss of their investment if this would occur;
Amendment 67 #
Proposal for a regulation Article 7 – paragraph 5 – introductory part 5. The
Amendment 68 #
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
Amendment 69 #
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
Amendment 70 #
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 and clear description of no more than
Amendment 71 #
Proposal for a regulation Article 7 – paragraph 7 – point d (d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief description of
Amendment 72 #
Proposal for a regulation Article 7 – paragraph 7 – point d (d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief and clear description of no more than
Amendment 73 #
Proposal for a regulation Article 9 – paragraph 2 – subparagraph 2 After the issuer has had a universal registration document approved by the competent authority every financial year for
Amendment 74 #
Proposal for a regulation Article 11 – paragraph 2 – subparagraph 2 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, or it does not provide
Amendment 75 #
Proposal for a regulation Article 15 – title Amendment 76 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 1 Amendment 77 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 2 The
Amendment 78 #
Proposal for a regulation Article 15 – paragraph 1 – subparagraph 3 Amendment 79 #
Proposal for a regulation Article 15 – paragraph 2 2. Companies making use of the minimum disclosure regime referred to in paragraph 1 and offering shares or non- equity securities which are not subordinated, convertible or exchangeable, do not give a right to subscribe to or acquire other types of securities and are not linked to a derivative instrument, shall be entitled to draw up a prospectus under a
Amendment 80 #
Proposal for a regulation Article 15 – paragraph 2 2. Companies making use of the
Amendment 81 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 1 The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the
Amendment 82 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 2 a (new) When establishing the corresponding prospectuses schedules, the Commission will adapt the information requirements to the average size of such companies and the length of their track record, and will focus on information that is material and relevant for companies of that size and their investors, as well as to the specific type of security being offered, taking into account the following principles: (a) the need to facilitate access to capital markets; (b) the need to ensure investor protection; (c) the need to ensure proportionality between the cost of drawing up a prospectus and the size of the company and its fundraising needs; (d) the need to foster confidence for investors;
Amendment 83 #
Proposal for a regulation Article 15 – paragraph 3 – subparagraph 2 b (new) The prospectus schedules shall lay down the minimum information to be disclosed, which shall include: (a) key information on the issuer, such as: - the name of the issuer and the persons responsible for the prospectus; - a business overview and the prospects of the issuer - risk factors relating to the issuer; - working capital statement; - financial information; (b) key information about the securities and about the terms and conditions of the offer, such as: - the terms and conditions of the securities and a description of any rights attached to the securities; - risk factors relating to the securities; - the terms and conditions of the offer, including the issue price; - the reasons for the offer and the intended use of the proceeds.
Amendment 84 #
Proposal for a regulation Article 15 – paragraph 4 Amendment 85 #
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 for taking an informed investment decision, as corroborated by the content of the registration document and the securities note.
Amendment 86 #
Proposal for a regulation Article 16 – paragraph 1 1. The risk factors featured in a prospectus shall
Amendment 87 #
Proposal for a regulation Article 16 – paragraph 1 a (new) 1a. In order to ensure transparency and compatibility of the prospectus, risk factors shall be presented through a clear graphic which would enable investors to take more informed decisions. The design of this graphic shall be adopted by the Commission through a delegated act in accordance with Articles 13 and 42.
Amendment 88 #
Proposal for a regulation Article 16 – paragraph 2 2. ESMA shall develop guidelines on the assessment
Amendment 89 #
Proposal for a regulation Article 16 – paragraph 2 2. ESMA shall develop guidelines on the assessment by competent authorities of the specificity and materiality of risk factors and
Amendment 90 #
Proposal for a regulation Article 18 – paragraph 4 – subparagraph 1 In order to ensure consistent harmonisation in relation to this Article, ESMA
Amendment 91 #
Proposal for a regulation Article 19 – paragraph 3 – subparagraph 1 The time limit referred to in paragraph 2 shall be extended to
Amendment 92 #
Proposal for a regulation Article 19 – paragraph 3 – subparagraph 2 The time limit of
Amendment 93 #
Proposal for a regulation Article 19 – paragraph 4 – point a (a) it shall inform the issuer, the offeror or the person asking for admission to trading on a regulated market within 10 working days of the submission of the draft prospectus and/or supplementary information, and state the reasons for the decision therefor, and
Amendment 94 #
Proposal for a regulation Article 19 – paragraph 9 9. The level of fees charged by the competent authority of the home Member State for the approval of prospectuses, registration documents, including universal registration documents, supplements and amendments, as well as for the filing of universal registration documents, amendments thereto and final terms, shall be proportionate and disclosed to the public at least on the website of the competent authority.
Amendment 95 #
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. ESMA shall create an online platform in order to simplify the prospectus process, its procedures, and make the information easily accessible through the monitoring and approval stages.
Amendment 96 #
Proposal for a regulation Article 19 – paragraph 12 12. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall also 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
Amendment 97 #
Proposal for a regulation Article 21 – paragraph 5 a (new) 5a. Any fee charged by a competent authority for the scrutiny of advertisements pursuant to this article shall be of a proportionate level.
Amendment 98 #
Proposal for a regulation Article 22 – paragraph 2 2. Where the prospectus relates to 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
Amendment 99 #
Proposal for a regulation Article 25 – paragraph 2 – subparagraph 2 The competent authority of each host Member State
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