2020/0155(COD) EU Recovery prospectus and targeted adjustments for financial intermediaries to help the recovery from the COVID-19 pandemic
Lead committee dossier:
Progress: Procedure completed
| Role | Committee | Rapporteur | Shadows |
|---|---|---|---|
| Lead | ECON |
KOVAŘÍK Ondřej ( Renew)
|
PIETIKÄINEN Sirpa ( EPP),
SANT Alfred ( S&D),
URTASUN Ernest ( Verts/ALE),
MEUTHEN Jörg ( ID),
JURZYCA Eugen ( ECR),
GUSMÃO José ( GUE/NGL)
|
| Committee Opinion | IMCO |
JORON Virginie ( ID)
|
Dita CHARANZOVÁ ( RE),
Marcel KOLAJA ( Verts/ALE),
Eugen JURZYCA ( ECR),
Adriana MALDONADO LÓPEZ ( S&D)
|
Lead committee dossier:
Legal Basis:
TFEU 114
Legal Basis:
TFEU 114Subjects
Events
2021/03/23
EC - Commission response to text adopted in plenary
Documents
2021/03/07
IT_CHAMBER - Contribution
Documents
2021/02/26
Final act published in Official Journal
2021/02/16
CSL - Draft final act
Documents
2021/02/16
CSL - Final act signed
2021/02/16
EP - End of procedure in Parliament
2021/02/15
EP/CSL - Act adopted by Council after Parliament's 1st reading
2021/02/11
EP - Decision by Parliament, 1st reading
Details
The European Parliament adopted by 585 votes to 50, with 55 abstentions, a legislative resolution on the proposal for a regulation of the European Parliament and of the Council amending Regulation (EU) 2017/1129 as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries to help the recovery from the COVID-19 pandemic.
As a reminder, the amendments to the Prospectus Regulation aim to create the EU Recovery Prospectus as a short form prospectus and to introduce targeted adjustments for financial intermediaries. The aim is to enable companies to quickly access new financing in order to contribute to economic recovery after the COVID-19 pandemic.
Parliament adopted its position at first reading in accordance with the ordinary legislative procedure by amending the Commission proposal as follows:
EU Recovery Prospectus
The new simplified prospectus, known as the ‘EU Recovery Prospectus’, while addressing to the economic and financial challenges specifically raised by the COVID-19 pandemic, should be easy to produce for issuers, easy to understand for investors, in particular retail investors, who wish to finance issuers, and easy to scrutinise and approve for the competent authorities.
Under the amended text, offerors of shares admitted to trading on a regulated market or an SME growth market without interruption for at least the last 18 months would be able to choose to draw up an EU recovery prospectus under the simplified regime.
The use of the EU Recovery prospectus should therefore be limited to offers comprising no more than 150 % of outstanding capital.
As the EU Recovery prospectus regime is limited to the recovery phase, that regime should expire by 31 December 2022.
Less information
The prospectus should contain the relevant reduced information which is necessary to enable investors to understand:
- the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer that have occurred since the end of the last financial year, if any;
- its financial and non-financial long-term business strategy and objectives, including, if applicable, a specific reference of not less than 400 words to the business and financial impact of the COVID-19 pandemic on the issuer and the anticipated future impact of the same;
- the essential information on the shares, including the rights attached to those shares and any limitations on those rights, the reasons for the issuance and its impact on the issuer, including on the overall capital
structure of the issuer, as well as a disclosure of capitalisation and indebtedness, a working capital statement, and the use of proceeds.
Right of withdrawal
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 should have the right, exercisable within three working days after the publication of the supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first.
The supplement shall contain a prominent statement concerning the right of withdrawal.
In order to provide relief and free-up resources for financial intermediaries while maintaining a high level of investor protection, it is specified that financial intermediaries should contact investors who
purchase or subscribe securities at the latest at the closing of the initial offer period.
Evaluation report
Parliament specified that the report should include, inter alia:
- an estimate of the actual additional market capitalisation mobilised by EU Recovery prospectuses at the date of issue in order to gather experience about the EU Recovery prospectus for post-evaluation;
- an indication of the overall financial savings achieved and cost reductions still possible, and the total costs of compliance with the Regulation for issuers, offerors and financial intermediaries and a calculation of these costs as a percentage of operational costs;
- an analysis of whether it is appropriate to extend the duration of the EU recovery prospectus regime and whether the planned measures have achieved the objective of providing more clarity and flexibility for financial intermediaries and investors alike.
Documents
2021/02/10
EP - Results of vote in Parliament
Documents
2021/02/10
EP - Debate in Parliament
Documents
2021/01/13
EP - Approval in committee of the text agreed at 1st reading interinstitutional negotiations
Documents
2020/12/16
EP - Text agreed during interinstitutional negotiations
Documents
2020/11/25
EP - Committee decision to enter into interinstitutional negotiations confirmed by plenary (Rule 71)
2020/11/23
EP - Committee decision to enter into interinstitutional negotiations announced in plenary (Rule 71)
2020/11/19
EP - Vote in committee, 1st reading
2020/11/19
EP - Committee report tabled for plenary, 1st reading
Details
The Committee on Economic and Monetary Affairs on the proposal for a regulation of the European Parliament and of the Council amending Regulation (EU) 2017/1129 as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries to help the recovery from the COVID-19 pandemic.
As a reminder, the amendments to the Prospectus Regulation aim to create the EU Recovery Prospectus as a short form prospectus and to introduce targeted adjustments for financial intermediaries. The aim is to enable companies to quickly access new financing in order to contribute to economic recovery after the COVID-19 pandemic.
The committee recommended that the European Parliament’s position adopted at first reading under the ordinary legislative procedure should amend the proposal as follows:
Duration of the derogation
Under the amended text, the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire by 31 December 2022.
EU Recovery Prospectus
Companies that have had shares admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months could choose to draw up an EU recovery prospectus under the simplified regime.
The prospectus should contain the relevant simplified information necessary for investors to understand:
- the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer that have occurred since the end of the last financial year, if any, as well as its long term business strategy and objectives, both financial and non-financial; the issuer should include, if applicable, a specific reference of not less than 400 words to the financial and business impact of COVID-19 on the issuer and a statement regarding the anticipated future impact of the same;
- the essential information on the shares, the rights attached to the shares, including any limitations on those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, disclosure of capitalisation and indebtedness, a working capital statement, and the use of proceeds.
The information contained in the EU Recovery prospectus should enable investors, especially non-professional investors, to make an informed investment decision.
Right of withdrawal
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 should have the right, exercisable within three working days after the publication of the supplement, provided that the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first.
The right to withdraw is exercisable within three working days of the publication of the supplement.
Evaluation report
The report should include, inter alia, the following:
- the number of EU Growth prospectuses approved and an analysis of the evolution of such number, as well as an estimate of the actual additional market capitalisation mobilised by such prospectuses at the point of issue in order to gather experience about the EU Recovery prospectus for post-evaluation;
- the cost of preparing and having an EU Recovery prospectus approved compared to the current costs for a standard prospectus, a secondary issuance prospectus and an EU Growth prospectus, together with an indication of the overall financial savings achieved and of which costs could be further reduced, and the total costs of complying with this Regulation for issuers, offerors and financial intermediaries together with the calculation of those costs as a percentage of operational costs.
Documents
2020/11/19
EP - Committee decision to open interinstitutional negotiations with report adopted in committee
2020/11/11
EP - Committee opinion
Documents
2020/10/29
EP - Amendments tabled in committee
Documents
2020/10/26
PT_PARLIAMENT - Contribution
Documents
2020/10/22
ES_PARLIAMENT - Contribution
Documents
2020/10/08
EP - Committee draft report
Documents
2020/09/14
EP - Committee referral announced in Parliament, 1st reading
2020/09/07
EP - KOVAŘÍK Ondřej (Renew) appointed as rapporteur in ECON
2020/09/02
EP - JORON Virginie (ID) appointed as rapporteur in IMCO
2020/07/27
EC - Document attached to the procedure
Documents
2020/07/24
EC - Legislative proposal published
Details
PURPOSE: to create a new simplified prospectus (the ‘EU Recovery Prospectus’) and to introduce targeted changes for financial intermediaries to support recovery from the COVID-19 pandemic.
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 the Council.
BACKGROUND: Regulation (EU) 2017/1129 of the European Parliament and of the Council lays down the 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 in the Union.
In order to swiftly address the serious economic impact of the COVID-19 pandemic, measures shall be introduced to facilitate investment in the real economy, to promote rapid recapitalisation of companies in the EU and enable issuers to tap into public stock markets at an early stage of the recovery process. To achieve these objectives, the Commission proposes to create a new simplified prospectus for known issuers, designed to facilitate the raising of capital on stock markets.
This legislative proposal on amendments to the Prospectus Regulation is part of a ‘Capital Markets Stimulus Package’ aimed at facilitating economic recovery post-COVID-19, which also includes legislative proposals to amend the Markets in Financial Instruments Directive (MiFID II) and the Capital Requirements Regulation .
CONTENT: the amendments to the Prospectus Regulation aim to create the EU recovery prospectus as a short form prospectus and to introduce targeted amendments for financial intermediaries. The aim is to enable companies to quickly access new financing in order to contribute to economic recovery after the COVID-19 pandemic. In particular, the aim is to help companies raise capital more easily and, therefore, reduce their debt-to-equity ratios, thereby helping them stay solvent.
EU Recovery prospectus
The objective of the EU Recovery prospectus is to provide listed issuers with simplified disclosure rules that are tailored to their specific needs in a post-crisis environment while maintaining the prospectus as a relevant tool for informing potential investors.
This shortened prospectus, reduced to a maximum of 30 pages:
- shall be easy to produce for issuers, easy to read for investors and easy to scrutinise for national competent authorities;
- shall focus on the essential information investors need to make informed decisions and may be used by issuers who have been listed for at least 18 months and who wish to issue shares;
- shall benefit from the EU passport mechanism, which means that all EU investors who wish to do so all be able to finance companies using it.
The deadline for approving the EU's recovery prospectus shall be reduced to 5 working days to allow issuers to quickly seize opportunities to raise capital.
Financial intermediaries
A second set of targeted changes aims to alleviate the pressure on financial intermediaries (such as commercial and investment banks) which play a key role in financing the recovery of the real economy.
- Firstly, the proposal clarifies the obligations of financial intermediaries with regard to the ‘supplements’ that must be published in addition to the prospectus under certain conditions, when a new factor or a material mistake or inaccuracy in the information contained in the prospectus is identified.
After the publication of a supplement, the financial intermediary shall only contact investors with a withdrawal right. The proposal also extends the time limit for financial intermediaries to contact investors to 1 working day from the publication of the supplement and extends the period during which a right of withdrawal may be exercised by investors to 3 working days from the publication of the supplement.
- Secondly, the proposed amendments aim to support the financing of credit institutions in the takeover phase by increasing the threshold for the exemption from the obligation to publish a prospectus for certain types of securities offers. The Commission therefore proposes a targeted increase of the threshold from EUR 75 million to EUR 150 million per credit institution over a 12-month period.
Temporary scheme
The EU Recovery prospectus aims to facilitate recapitalisation during the recovery phase. It is therefore a temporary scheme that would expire 18 months after the date of application of the Regulation. The Commission shall, by 21 July 2022 at the latest, present a report on the application of the Regulation, accompanied, if appropriate, by a legislative proposal.
Documents
Documents
- Commission response to text adopted in plenary: SP(2021)133
- Contribution: COM(2020)0281
- Final act published in Official Journal: Regulation 2021/337
- Final act published in Official Journal: OJ L 068 26.02.2021, p. 0001
- Draft final act: 00072/2020/LEX
- Decision by Parliament, 1st reading: T9-0047/2021
- Results of vote in Parliament: Results of vote in Parliament
- Debate in Parliament: Debate in Parliament
- Approval in committee of the text agreed at 1st reading interinstitutional negotiations: PE663.016
- Text agreed during interinstitutional negotiations: PE663.016
- Committee report tabled for plenary, 1st reading: A9-0228/2020
- Committee opinion: PE658.733
- Amendments tabled in committee: PE660.110
- Contribution: COM(2020)0281
- Contribution: COM(2020)0281
- Committee draft report: PE658.908
- Document attached to the procedure: EUR-Lex
- Document attached to the procedure: SWD(2020)0120
- Legislative proposal published: COM(2020)0281
- Legislative proposal published: EUR-Lex
- Document attached to the procedure: EUR-Lex SWD(2020)0120
- Committee draft report: PE658.908
- Amendments tabled in committee: PE660.110
- Committee opinion: PE658.733
- Text agreed during interinstitutional negotiations: PE663.016
- Draft final act: 00072/2020/LEX
- Commission response to text adopted in plenary: SP(2021)133
- Contribution: COM(2020)0281
- Contribution: COM(2020)0281
- Contribution: COM(2020)0281
Votes
Prospectus de relance de l’Union et ajustements ciblés pour les intermédiaires financiers, destinés à soutenir la reprise après la pandémie de COVID-19 - EU Recovery prospectus and targeted adjustments for financial intermediaries to help the recovery from the COVID-19 pandemic - EU-Wiederaufbauprospekt und gezielte Anpassungen für Finanzintermediäre zur Unterstützung der wirtschaftlichen Erholung von der COVID-19-Pandemie - A9-0228/2020 - Ondřej Kovařík - Accord provisoire - Am 2 #
2021/02/10 Outcome: +: 585, 0: 55, -: 50
PPE
NI
The LeftA9-0228/2020 - Ondřej Kovařík - Déclaration de la Commission - Am 3 #
2021/02/10 Outcome: +: 557, 0: 96, -: 36
| Amendments | Dossier |
| 182 |
2020/0155(COD)
2020/10/21
IMCO
67 amendments...
Amendment 10 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime that respect the principles of the Single European Market and pay specific attention to the specific needs of small and medium enterprises (SMEs) and start-ups are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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 (OJ L 168, 30.6.2017, p. 12).
Amendment 11 #
Proposal for a regulation Recital 2 a (new) (2a) The current situation makes European companies and especially SMEs and start-ups more fragile and vulnerable. The removal of unjustified barriers and red tape where appropriate, in order to facilitate and diversify funding sources for European companies, with a particular focus on SMEs, including start-ups and mid-caps, can help promoting their ability to access equity markets, and to access more diverse, longer-term and more competitive investment opportunities for retail and large investors.
Amendment 12 #
Proposal for a regulation Recital 3 (3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them a breathing space to support their clients in the real economy. As that measure is limited to the recovery phase, it should therefore be available for a limited time period
Amendment 13 #
Proposal for a regulation Recital 3 (3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them
Amendment 14 #
Proposal for a regulation Recital 4 (4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities. For the development of this new short-form prospectus the special needs of SMEs and start ups need to be taken into account and burdensome administrative procedures need to be avoided.
Amendment 15 #
Proposal for a regulation Recital 5 (5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the
Amendment 16 #
Proposal for a regulation Recital 6 (6) In order to be an efficient tool for issuers, the EU Recovery prospectus should be a single document of a limited size, allow for incorporation by reference, and benefit from the passport for pan- European offers of securities to the public or admissions to trading on a regulated market. A Single Market approach that avoids fragmentation between the Member States in the set-up of the EU Recovery prospectus is essential.
Amendment 17 #
Proposal for a regulation Recital 7 (7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. A Single Market approach shall be ensured with access to the EU Recovery prospectus across all Member States, as well as coordination with regards to language, format and means of accessing the EU Recovery prospectus.
Amendment 18 #
Proposal for a regulation Recital 7 (7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors, savers, SMEs and start-ups. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision.
Amendment 19 #
Proposal for a regulation Recital 7 (7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be
Amendment 20 #
Proposal for a regulation Recital 7 a (new) (7a) Unharmonised practices regarding the structure of the information presented in the EU Recovery Prospectus could be to the detriment of investors’ clear understanding and increase market fragmentation. In order to provide an appropriate level of clarity throughout the Union, issuers should present information from Annex Va in the same order as presented in that Annex.
Amendment 21 #
Proposal for a regulation Recital 10 (10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The
Amendment 22 #
Proposal for a regulation Recital 10 (10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The scope of investors to contact as well as the deadline to contact them can raise difficulties for financial intermediaries. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such regime should specify which investors should be contacted by financial intermediaries when a supplement is published and should extend the deadline to contact those investors.
Amendment 23 #
Proposal for a regulation Recital 10 a (new) (10a) In order to avoid the bankruptcy of many European companies, one of the main objectives of this amending Regulation should be to make it easier for investors to assess companies, since it is usually difficult for them to evaluate young and small firms with a short business record, thus hindering innovative openings, especially by young entrepreneurs.
Amendment 24 #
Proposal for a regulation Recital 11 (11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire
Amendment 25 #
Proposal for a regulation Recital 11 (11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire
Amendment 26 #
Proposal for a regulation Recital 12 (12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation and if seen as appropriate, incorporate into its legislative proposal a permanent form of a prospectus which would reduce burdens on secondary issuances covered by the EU Recovery Prospectus.
Amendment 27 #
Proposal for a regulation Recital 12 (12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation. This assessment should cover the issue whether the EU Recovery prospectus stroke a proper balance between reduction of administrative burden for the issuer and investor protection.
Amendment 28 #
Proposal for a regulation Article 1 – paragraph 1 – point 1 Regulation (EU) 2017/1129 Article 1 – paragraph 4 – point k (k) from [date of application of this Regulation] to
Amendment 29 #
Proposal for a regulation Article 1 – paragraph 1 – point 1 Regulation (EU) 2017/1129 Article 1 – paragraph 4 – point k (k) from [date of application of this Regulation] to
Amendment 30 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 a (new) Regulation (EU) 2017/1129 Article 6 – paragraph 1 – subparagraph 1 – point c a (new) (2a) in the first subparagraph of Article 6(1), the following point is added: "(ca) climate-related and environmental, social and governance risks, to the extent they are material."
Amendment 31 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12 a – point b a (new) (ba) available in the official language or at least one of the official languages of the host Member State, or in another language accepted by the competent authority of the host Member State;
Amendment 32 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12 a – point b a (new) (ba) written in a language that is accepted by the competent authority of the Member States where the offer is issued;
Amendment 33 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12 a – point c – point i (i) an introduction, containing warnings and the approval date of the prospectus as laid down in paragraph 5 of this Article;
Amendment 34 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 1 – point b a (new) (ba) offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.
Amendment 35 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 2 – subparagraph 1 – point b (b) the essential information on the shares, the rights attached to the securities, including any limitations and procedure for the exercise of those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, the disclosure of capitalisation and indebtedness, a working capital statement and the use of proceeds.
Amendment 36 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 2 – subparagraph 1 – point b (b) the
Amendment 37 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 2 – subparagraph 2 The information contained in the EU Recovery prospectus shall be written and presented in an intelligible, easily analysable, concise and comprehensible form an
Amendment 38 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 2 – subparagraph 2 The information contained in the EU Recovery prospectus shall be written in an easily understandable, concise and comprehensible language and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565.
Amendment 39 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 The EU Recovery prospectus shall be a single document containing the minimum information laid down in Annex Va. It shall have a maximum length, including the summary, of
Amendment 40 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14 a – paragraph 2 – subparagraph 5 Amendment 41 #
Proposal for a regulation Article 1 – paragraph 1 – point 5 Regulation (EU) 2017/1129 Article 20 – paragraph 6 a 6a. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and in paragraph 4 shall be reduced to
Amendment 42 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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 t
Amendment 43 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b a (new) Regulation (EU) 2017/1129 Article 23 – paragraph 7 a (new) (ba) the following paragraph is added: "7a. The time limits provided for in Article 23(2) and (3) should expire on [18 months from the date of application of this Regulation]."
Amendment 44 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47 a – paragraph 1 The regime set out in Article 14a expires on
Amendment 45 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47 a – paragraph 1 The regime set out in Article 14a expires on
Amendment 46 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47 a – paragraph 2 EU Recovery Prospectuses drawn up in accordance with Article 14a and approved between [date of application of this Regulation] and
Amendment 47 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47 a – paragraph 2 EU Recovery Prospectuses drawn up in accordance with Article 14a and approved between [date of application of this
Amendment 48 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point b (b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burdens for the persons entitled to use it;
Amendment 49 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point c (c) the number of standard prospectuses, EU Growth prospectuses and EU Recovery prospectuses approved and an analysis of the evolution of such number
Amendment 50 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point d (d) the cost of preparing and having an EU Recovery prospectus approved compared to the current costs for a standard prospectus and an EU Growth prospectus, together with an indication of the overall financial savings achieved and total costs of complying with this Regulation for issuers, offerors and financial intermediaries together with the information of these costs as a percentage of operational costs;
Amendment 51 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point d a (new) Amendment 52 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point d b (new) (db) an analysis of the impact of this Regulation on the proper functioning of the Union’s internal market for financial services, including the impact on access to finance by SMEs and on investors and other categories of natural or legal persons affected by those services;
Amendment 53 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e (e) an analysis of whether the EU Recovery prospectuses strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burden for the persons entitled to use it
Amendment 54 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e (e) an analysis of
Amendment 55 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e a (new) (ea) an analysis of the impact of the EU Recovery prospectuses on investor protection and accessibility of the information;
Amendment 56 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e a (new) (ea) an analysis of whether any changes are needed to the requirements set out in Annexes;
Amendment 57 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e b (new) (eb) whether the scope of services covered by this Regulation remains appropriate, in relation to the threshold amounts set out in Article 1 and 3;
Amendment 58 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e c (new) (ec) an analysis of whether and what prolongation of validity of a prospectus could improve a proper balance between investor protection and the reduction of administrative burden for issuers and the persons entitled to use it;
Amendment 59 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e d (new) (ed) the share of securities offered to the public in relation to authorised prospectuses under this Regulation in the global financial market and the European financial market;
Amendment 60 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e e (new) (ee) the volume of investments withdrawn by investors using their withdrawal right and its share on the total volume of investments divided by the standard prospectuses, the EU Growth prospectuses and EU Recovery prospectuses; and, based on those data, assess whether the duration and the nature of the withdrawal right is appropriate and does not harm the efficiency of the capital raising process or investor protection;
Amendment 61 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e f (new) (ef) the number and volume of sanctions imposed according to or in relation with this Regulation classified by Member States and by the type of a prospectus;
Amendment 62 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e g (new) (eg) types and trends of detriments and fraudulent behaviour, of investors, issuers, offerors or financial intermediaries and third persons occurring in relations with this Regulation;
Amendment 63 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e h (new) (eh) direct and indirect measurement of improvements in market outcomes for investors and issuers;
Amendment 64 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e i (new) (ei) a risk, cost and benefit analysis of whether EU Recovery prospectuses can become a permanent form of prospectus.
Amendment 65 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section -I (new) -I Summary The EU Recovery prospectus shall include a summary drawn up in accordance with Article 7(12a). That summary shall be included as part of the calculation of the maximum length of the EU Recovery prospectus provided for in the third subparagraph of Article 14a(2).
Amendment 66 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section I – paragraph 1 The purpose is to identify the company issuing shares, including its legal entity identifier (‘LEI’), its Member State of incorporation and the website, if any, where investors can find information on the company’s business operations and the disclaimer set out in the fourth subparagraph of Section IV of this Annex, the products it makes or the services it provides, the principal markets where it competes, its organisational structure and, where applicable, information incorporated by reference.
Amendment 67 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section I – paragraph 1 The purpose is to promote greater transparency and identify the company issuing shares, including its legal entity identifier (‘LEI’), its Member State of incorporation and the website where investors can find information on the
Amendment 68 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section III – paragraph 1 Amendment 69 #
Proposal for a regulation Annex I The purpose is to describe the most material risks that are specific to the issuer and the shares, including climate-related and environmental, social and governance risks.
Amendment 70 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section V – point b a (new) (ba) financial and non-financial objectives and strategy of the issuer in the context of the Covid-19-crisis and ecological transition;
Amendment 71 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VIII a (new) Amendment 72 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section IX – title IX. Working capital statement and statement on capitalisation and indebtedness
Amendment 73 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section IX The purpose is to provide information on the issuer’s capitalisation and indebtedness and information as to whether or not the working capital is sufficient for the issuer’s present requirements
Amendment 74 #
Proposal for a regulation Annex I a (new) Regulation (EU) 2017/1129 Annex Va – section IXa (new) IXa. Dividend policy and remuneration A description of the issuer’s policy on dividend distributions, including any restrictions thereon, and a description of the issuer’s remuneration policy, including all benefits awarded to individual directors, fixed and variable remuneration components, the number of shares and share options granted or offered, as well as an explanation on how the remuneration contributes to the business strategy, long-term performance and sustainability of the company.
Amendment 8 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while protecting the interests of retail investors, pensioners and consumers, in order to incentivise financial participation and turn savers into investors. Access to equity financing for small and medium enterprises (SMEs), entrepreneurs and the social economy has become even more crucial with a view to the COVID-19 recovery. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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 (OJ L 168, 30.6.2017, p. 12).
Amendment 9 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while protecting the interests of retail investors, pensioners and consumers, in order to incentivise financial participation and turn savers into investors. Access to equity financing for small and medium enterprises (SMEs) and entrepreneurs has become even more crucial with a view to the COVID-19 recovery. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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 (OJ L 168, 30.6.2017, p. 12).
source: 659.048
2020/11/03
ECON
115 amendments...
Amendment 100 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point d (d) the break down of costs of preparing and having an EU Recovery prospectus approved compared to the
Amendment 101 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point d a (new) (d a) the separate cost of preparing and having each of I-XI category of information of an EU Recovery prospectus approved as listed in Annex Va and the summary of an EU Recovery prospectus;
Amendment 102 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point d b (new) (d b) an analysis of the impact of this Regulation on the proper functioning of the Union’s internal market for financial services, including the impact on access to finance by SMEs and on investors and other categories of natural or legal persons affected by those services;
Amendment 103 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point e (e) an analysis of
Amendment 104 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e a (new) (e a) an analysis of whether any changes are needed to the requirements set out in Annexes;
Amendment 105 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e b new (e b) whether the scope of services covered by this Regulation remains appropriate, in relation to the threshold amounts set out in Article 1 and 3;
Amendment 106 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e c (new) (e c) an analysis of whether and what prolongation of validity of a prospectus could improve a proper balance between investor protection and the reduction of administrative burden for issuers and the persons entitled to use it;
Amendment 107 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e d (new) (e d) the share of securities offered to the public in relation to authorised prospectuses under this Regulation in the global financial market and the European financial market;
Amendment 108 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation 1129/2017 Article 48 – paragraph 2 – point e e (new) (e e) the volume of investments withdrawn by investors using their withdrawal right and its share on the total volume of investments divided by the standard prospectuses, the EU Growth prospectuses and EU Recovery prospectuses; and, based on those data, assess whether the duration and the nature of the withdrawal right is appropriate and does not harm the efficiency of the capital raising process or investor protection;
Amendment 109 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e f (new) (e f) the number and volume of sanctions imposed according to or in relation with this Regulation classified by Member States and by the type of a prospectus;
Amendment 110 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e g (new) (e g) types and trends of detriments and fraudulent behaviour, of investors, issuers, offerors or financial intermediaries and third persons occurring in relations with this Regulation;
Amendment 111 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e h (new) (e h) direct and indirect measurement of improvements in market outcomes for investors and issuers;
Amendment 112 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point e i (new) (e i) a risk, cost and benefit analysis of whether EU Recovery prospectuses can become a permanent form of prospectus.
Amendment 113 #
Proposal for a regulation Article 1 – paragraph 1 – point 10 a (new) Regulation (EU) 2017/1129 Recital 66 (10 a) Recital 66 is amended as follows: "(66) In order to improve legal certainty, the respective time limits within which an issuer is to publish a supplement to the prospectus and within which investors have
Amendment 114 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 a (new) Regulation (EU) 2017/1129 Article 48 – paragraph 4 a (new) (9 a) in Article 48, the following paragraph is added: 4 a. By 31 December 2021, the Commission shall review the disclosure regimes set out by this Regulation in light of potential regulatory developments in the Union legislation related to non financial reporting and sustainability related criteria and make the necessary proposals, as appropriate, in order to bring those in line with the relevant legislation and the criteria set out in Regulation 2020/852 [Taxonomy Regulation], taking into account in particular the need to ensure standardised and comparable sustainability-related information disclosed by listed companies in the EU and to move towards an integrated approach for reporting of financial and non-financial information.
Amendment 115 #
Proposal for a regulation Article 1 b (new) Regulation (EU) 600/2014 Article 23 – paragraph 1 Article 1 b (new) Amendment to Regulation (EU) 600/2014 Article 23(1) is replaced by the following: ""1. An investment firm shall ensure the trades it undertakes in shares with an ISIN that contains the country code of an EEA country admitted to trading on a regulated market or traded on a trading venue shall take place on a regulated market, MTF or systematic internaliser, or a third-country trading venue assessed as equivalent in accordance with Article 25(4)(a) of Directive 2014/65/EU, as appropriate, unless their characteristics include that they: (a) are non-systematic, ad-hoc, irregular and infrequent; or
Amendment 116 #
Proposal for a regulation Article 1 – paragraph 1 a (new) Regulation (EU) 2017/1129 Recital 66 (1) Recital 66 is amended as follows: "In order to improve legal certainty, the respective time limits within which an issuer is to 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 clarified. On the one hand, the obligation to supplement a prospectus should apply when the significant new factor, material mistake or material inaccuracy occurs before the closing of the offer period or the time when trading of such securities on a regulated market begins, whichever occurs later. On the other hand, the right to withdraw an acceptance should apply only where the prospectus relates to an offer of securities to the public and the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period and the delivery of the securities. Hence, the right of withdrawal should be linked to the timing of the significant new factor, material mistake or material inaccuracy that gives rise to a supplement, and should apply provided that such triggering event has occurred while the offer is open and before the
Amendment 117 #
Proposal for a regulation Article 1 a (new) Regulation (EU) No 600/2014 Article 23 – paragraph 1 Article 1 a (new) Amendment to Regulation (EU) 600/2014 Article 23(1) is replaced by the following: ""1. An investment firm shall ensure the trades it undertakes in shares with an ISIN that contains the country code of an EEA country admitted to trading on a regulated market or traded on a trading venue shall take place on a regulated market, MTF or systematic internaliser, or a third-country trading venue assessed as equivalent in accordance with Article 25(4)(a) of Directive 2014/65/EU, as appropriate, unless their characteristics include that they: (a) are non-systematic, ad-hoc, irregular and infrequent; or are carried out on a third-country trading venue in the home currency of the third country in which the trading venue is located; or if the shares were dual-listed on a third country exchange before 31 December 2020; (b) are carried out between eligible and/or professional counterparties and do not contribute to the price discovery process
Amendment 118 #
Proposal for a regulation Annex I Regulation 2017/1129 Annex Va I. Name of the issuer,
Amendment 119 #
Proposal for a regulation Annex I Regulation 2017/1129 Annex Va The purpose is to identify the company issuing shares by its legal and commercial name, including its legal entity identifier (‘LEI’), its
Amendment 120 #
Proposal for a regulation Annex I Regulation 2014/1129 Annex Va The statement shall indicate the competent authority that has approved the EU Recovery prospectus in relation to completeness, comprehensibility and consistency as provided by this Regulation, specify that such approval is not an endorsement of the issuer and specify that the EU Recovery prospectus has been drawn up in accordance with Article 14a.
Amendment 121 #
Proposal for a regulation Annex I Annex Va – section III Annex Va – section III Amendment 122 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section III Amendment 123 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section III The purpose is to describe the most material risks that are specific to the issuer and the shares. The description shall include risks that may have an adverse impact on factors, including environmental, social and governance factors, if any.
Amendment 124 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section IV Amendment 125 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section IV a (new) IVa. A description of the issuer’s policy on dividend distributions and any current restrictions thereon.
Amendment 126 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 IV a. Business strategy and objectives The purpose is to include a description of: (a) the long-term business strategy and financial and non-financial objectives of the issuer in the context of the recovery and the ecological transition, including a reference to decarbonisation plans if any; (b) the issuer’s material investments made since the date of the last published financial statements and which are in progress; (c) the development and performance of the issuer’s business and of its position including both financial and non- financial Key Performance Indicators relevant to the particular business.
Amendment 127 #
Proposal for a regulation Annex I Annex Va – section IV a (new) Annex Va – section IV a (new) IV a. Information about any state aid and public subsidies received must be disclosed.
Amendment 128 #
Proposal for a regulation Annex I (b a) information on the issuer's strategy in the context of the Covid-19 crisis;
Amendment 129 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VII VII.
Amendment 130 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VII The purpose is to provide
Amendment 131 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VII a VII a. Dividend policy A description of the issuer’s policy on dividend distributions, including any restrictions thereon, if any, and on share repurchases.
Amendment 132 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VII b VII b. Remuneration policy A short description of the issuer’s remuneration policy, including all benefits awarded to individual directors and executives, the total remuneration split out by the fixed and variable component, the number of shares and share options granted or offered.
Amendment 133 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section VII a VIII a. Receipt of state aid support The purpose is to provide information as to whether the issuer has benefited from state aid in whatever form in the context of the recovery and the purpose, type of instrument and amount of the aid received and conditions attached to it, if any.
Amendment 134 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section IX The purpose is to provide information on the issuer’s capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) and information as to whether or not the working capital is sufficient for the issuer’s present requirements
Amendment 135 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section X The purpose is to provide information about interest, including any conflicts of interest related to the issuance, detailing the natural and legal persons involved and the nature of the interest.
Amendment 136 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section XI XI.
Amendment 137 #
Proposal for a regulation Annex I Regulation (EU) 2017/1129 Annex Va – section XI The purpose is to provide information about the
Amendment 24 #
Proposal for a regulation Recital 1 (1) The COVID-19 pandemic is severely affecting people, companies, health systems and the economies of Member States. The Commission, in its Communication to the European Parliament, the European Council, the Council, the European economic and social committee and the Committee of the regions of 27 May 2020 entitled ‘Europe's moment: Repair and Prepare for the Next Generation’13 stressed that liquidity and access to finance will be a continued challenge in the months to come. It is therefore crucial to support the recovery from the severe economic shock caused by the COVID-19 pandemic by introducing targeted amendments to existing pieces of financial legislation to ensure that European companies have access to a diverse range of funding mechanisms at this vital time. In order to avoid any extraterritorial conflicts, Article 23 of Regulation (EU) No 600/2014 should be amended to clarify the scope of the share trading obligation. In particular it should be clarified that the scope of Article 23 of Regulation (EU) No 600/2014 only applies to trades in shares with an ISIN code from an EEA country or to trades in shares denominated in a non-EU currency or if the share was admitted to trading on a third country trading venue before 31 December 2020 and traded in an EU currency. This package of measures is adopted under the label “Capital Markets Recovery Package”.
Amendment 25 #
Proposal for a regulation Recital 1 a (new) (1 a) Certainty on the application of the rules related to trading on derivatives markets are essential to improve financial intermediaries' confidence, and in turn increase the contribution of European companies to the recovery phase. To ensure legal certainty and the effective application of the principles enshrined in the conclusions of the G20 summit of Pittsburgh of the 24-25 September 2009, it may be necessary to bring more clarity to the current framework.
Amendment 26 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis. The amendments should remain in line with the overarching objectives of Regulation (EU) 2017/1129 to ensure consumer and investor protection and the proper functioning of the internal market. _________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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 (OJ L 168, 30.6.2017, p. 12).
Amendment 27 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered
Amendment 28 #
Proposal for a regulation Recital 2 (2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable
Amendment 29 #
Proposal for a regulation Recital 2 a (new) (2 a) It is crucial to support the recovery from the severe economic shock caused by the COVID-19 pandemic by ensuring European companies have access to a diverse range of funding mechanisms at this vital time. To avoid any extraterritorial conflicts that may cause barriers to accessing liquidity, it is necessary to clarify the scope of the share trading obligation under Article 23 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, especially in respect of dual- listed shares listed before 31 December 2020;
Amendment 30 #
Proposal for a regulation Recital 3 (3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them a breathing space to support their clients in the real economy. As that measure is limited to the recovery phase, it should therefore be available for
Amendment 31 #
Proposal for a regulation Recital 3 (3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That
Amendment 32 #
Proposal for a regulation Recital 4 (4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities. However, the EU Recovery prospectus should not be seen as the stimulant of re-equitizing, rather it is a facilitator albeit one that needs careful monitoring to ensure the investor's information needs are met. Moreover, the Regulation on the EU Recovery prospectus should not be a shortcut of changes of Prospectus Regulation as the revision will need to be done with proper, careful impact assessment.
Amendment 33 #
Proposal for a regulation Recital 4 (4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that while also addressing the economic and financial issues specifically raised by the COVID-19 pandemic is easy to produce for issuers, easy to understand for investors, especially for retail investors, who want to finance them and easy to scrutinise and approve for competent authorities.
Amendment 34 #
Proposal for a regulation Recital 4 (4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate sustainable investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities.
Amendment 35 #
Proposal for a regulation Recital 4 a (new) (4 a) As the Union is also increasingly faced with the catastrophic and unpredictable consequences of climate change, resource depletion and other sustainability-related challenges, urgent action is needed to mobilise capital to finance companies that follow good practices and respect the precautionary principle of ‘do no significant harm’ as well as minimum social safeguards, so that sustainability objectives are not significantly undermined due to their economic activities. In order to ensure that the new measures to help the recovery process also contribute towards achieving the goals of the European Green Deal and the Sustainable Finance Strategy and are in line with the Union climate and environmental objectives, it is important that the EU Recovery prospectus contains the essential information for investors on any risks of the issuer or the shares, that may negatively affect sustainability factors, as well as information on how the issuer integrates environmental, social and governance (ESG) factors in its business strategy.
Amendment 36 #
Proposal for a regulation Recital 4 b (new) (4 b) Information by companies on environmental, social and governance (ESG) matters have become increasingly relevant for investors in order to measure the sustainability impacts of their investments and integrate sustainability considerations in their investment decisions. Companies face increasing pressure in the market to respond to demands from both investors and credit institutions for more sustainability related information. Therefore, issuers should be required to disclose key information regarding how sustainability matters are integrated in their business strategy and their objectives in the context of the recovery and ecological transition, including whether they have adopted green transition plans.
Amendment 37 #
(5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the Council16 or Commission Delegated Regulation (EU) 2017/56517 . Hence, many of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances and should only focus on essential information that investors need to make informed investment decisions, while also addressing the question regarding how the COVID-19 pandemic has affected the business since the primary issuance was launched and the pandemic’s future anticipated impact on the business activities. _________________ 15Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1). 16 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 amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38).
Amendment 38 #
Proposal for a regulation Recital 7 (7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. The EU Recovery prospectus should safeguard the functionality of current Prospectus Regulation vis-à-vis retail investor protection needs while avoiding excessive administrative burden. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. It should be supervised that the planned summary will not worsen the investor protection nor give misleading impression of the role of the investor. This means higher diligence requirements for prospectus providers.
Amendment 39 #
Proposal for a regulation Recital 7 (7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. That key information in the summary should include information covering specifically the economic and financial impact of COVID-19 as well as the anticipated future impact.
Amendment 40 #
Proposal for a regulation Recital 7 a (new) Amendment 41 #
Proposal for a regulation Recital 10 (10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The scope of investors to contact as well as the deadline to contact them can raise difficulties. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such regime should specify which investors should be contacted by financial intermediaries when a supplement is published and extend the deadline to contact those investors. Financial intermediaries should inform their clients at least once of the possibility of a supplement being published, and where and when it would be published. Upon subscription of the securities within the initial subscription period financial intermediaries should inform their clients about their right to withdraw acceptances and facilitate proceeding when investors exert their right of withdrawal. In case a supplement is published financial intermediaries should contact their clients by electronic means. If an investor does not provide a channel of electronic communication to the intermediary, this investor waives the right to be contacted by the intermediary. In this case, the information about the supplement should be made available on the issuer’s website.
Amendment 42 #
Proposal for a regulation Recital 10 (10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The scope of investors to contact as well as the deadline to contact them can raise difficulties. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such regime should specify which investors should be contacted by financial intermediaries when a supplement is published and extend the deadline to contact those investors. It needs to be taken into account that this might create a bias in fairness of providing the same information to all investors.
Amendment 43 #
Proposal for a regulation Recital 10 (10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The scope of investors to contact as well as the deadline to contact them can raise difficulties for financial intermediaries. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such regime should specify which investors should be contacted by financial intermediaries when a supplement is published and should extend the deadline to contact those investors.
Amendment 44 #
Proposal for a regulation Recital 10 a (new) (10 a) Article 23 of Regulation (EU) 2017/1129 regulates the supplements to the prospectus and specifies when the right of withdrawal ends. Financial intermediaries should clearly inform their clients at least once of the possibility of a supplement being published, and where and when it would be published. When subscribing to securities within the initial subscription period, financial intermediaries should inform their clients of their right to withdraw acceptances and facilitate the procedure when investors exercise their right of withdrawal. If a supplement is published, financial intermediaries must contact their clients. The communication is made by electronic means only if requested by the client.
Amendment 45 #
Proposal for a regulation Recital 11 (11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire
Amendment 46 #
Proposal for a regulation Recital 11 (11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire
Amendment 47 #
Proposal for a regulation Recital 12 (12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation, in particular if it achieves the right balance between a reduction of administrative burdens and the protection of investors.
Amendment 48 #
Proposal for a regulation Article 1 – paragraph 1 – point 1 Regulation (EU) 2017/1129 Article 1 – paragraph 4 – point k (k) from [date of application of this Regulation] to
Amendment 49 #
Proposal for a regulation Article 1 – paragraph 1 – point 1 Regulation (EU) 2017/1129 Article 1 – paragraph 4 – point k (k) from [date of application of this Regulation] to
Amendment 50 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 Regulation (EU) 2017/1129 Article 6 – paragraph 1 1. Without prejudice to Articles 14(2), 14a(2) and 18(1), a prospectus shall contain the necessary financial and non- financial information which is material to an investor for making an informed assessment of
Amendment 51 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 Regulation (EU) 2017/1129 Article 6 – paragraph 1 – point c a (new) 1 a. in the first subparagraph of Article 6, the following point is added: "(ca) any adverse impact by the issuer or the shares on climate and other environmental, social and governance risks, to the extent they are material."
Amendment 52 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 a (new) Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point b (2 a) in Article 7(3), the point b is replaced by the following: "(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, concise and comprehensible for investors. If written in a different language, the summary note shall be translated in the official language used in the State where the product is distributed and the translation shall faithfully and accurately reflect the content of the original document."
Amendment 53 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 b (new) Regulation (EU) 2017/1129 Article 7 – paragraph 4 – point c (2 b) in Article 7(4), the point c is replaced by the following: "c) all direct and indirect costs and charges borne by the retail investor that are associated with an investment product;"
Amendment 54 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 c (new) Regulation (EU) 2017/1129 Article 7 – paragraph 5 – subparagraph 2– point a (2 c) in Article 7(5), point a of the second subparagraph is replaced by the following: "(a) the summary should be a stand-alone document, clearly separated from marketing material, and shall be prepared in a common format;"
Amendment 55 #
Proposal for a regulation Article 1 – paragraph 1 – point 2 d (new) Regulation (EU) 2017/1129 Article 7 – paragraph 5 –subparagraph 2 a (new) (2 d) in Article 7(5), the following subparagraph is added: "An investor who demonstrates loss resulting from reliance on the summary under the circumstances referred to in point (e) of the second 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 56 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point b (b) written in a language and a style that facilitate the understanding of the information, in particular, in a language that is clear, non-technical, concise and comprehensible for investors, especially non-professional investors.
Amendment 57 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point b a (new) (b a) available in the official language or at least one of the official languages of the host Member State, or in another language accepted by the competent authority of the host Member State;
Amendment 58 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point c – subparagraph (i) (i) an introduction, containing warnings and the date of approval of the prospectus as laid down in paragraph 5 of this Article;
Amendment 59 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point c – subparagraph (ii) (ii) key information on the issuer, including a specific reference of no less than 400 words to the economic and financial impact of the COVID-19 pandemic;
Amendment 60 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point c – subparagraph (ii) (ii) key information on the issuer as laid down in paragraph 6 of this Article;
Amendment 61 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point c – subparagraph (iii) (iii) key information on the s
Amendment 62 #
Proposal for a regulation Article 1 – paragraph 1 – point 3 Regulation (EU) 2017/1129 Article 7 – paragraph 12a – point c – subparagraph (iv) (iv) key information on the offer of securities to the public or the admission to trading on a regulated market or both, including key information on the past dividend policy.
Amendment 63 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 1 1. The following issuers may choose to draw up an EU Recovery prospectus under the simplified regime set out in this Article in case of an offer of
Amendment 64 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (UE) 2017/1129 Article 14a – paragraph 1– point a (a) issuers whose shares have been admitted to trading on a regulated market continuously for at least the last 18 months and who issue
Amendment 65 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 1 – point b (b) issuers whose shares have been already traded on an SME Growth market continuously for at least the last 18 months, provided that a prospectus has been published for the offer of those shares, and who issue shares fungible with existing shares which have been previously issued. Issuers may only draw up an EU Recovery prospectus provided that the number of shares intended to be offered represents, together with the number of shares already offered via an EU Recovery prospectus over a period of 12 months, less than 100% of the number of shares already admitted to trading on a regulated market or an SME Growth market, as the case may be, on the date of approval of the EU Recovery prospectus; the period of 12 months shall begin on the date of approval of the EU Recovery prospectus.
Amendment 66 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (UE) 2017/1129 Article 14a – paragraph 1 – point b (b) issuers whose shares have been already traded on an SME Growth market continuously for at least the last 18 months, provided that a prospectus has been published for the offer of those
Amendment 67 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 1 – point b a (new) (b a) Issuers may only draw up an EU Recovery prospectus provided that the number of shares intended to be offered represents, together with the number of shares already offered via an EU Recovery prospectus over a period of 12 months, less than 50% of the number of shares already admitted to trading on a regulated market or an SME Growth market, as the case may be, on the date of approval of the EU Recovery prospectus; the period of 12 months shall begin on the date of approval of the EU Recovery prospectus.
Amendment 68 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 1 – point b a (new) (b a) offerors of shares admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.
Amendment 69 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 2 – subparapgraph 1 – point (a) (a) the prospects of the issuer and the significant changes in the financial position of the issuer that have occurred since the end of the last financial year, if any;
Amendment 70 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 2 – subparagraph 1 – point (a) (a) the prospects and performance of the issuer and the significant changes in the financial position of the issuer that have occurred since the end of the last financial year, if any, as well as its long term business strategy and objectives, both financial and non-financial, in the context of the recovery and ecological transition;
Amendment 71 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 2 – subparapgraph 1 – point (b) (b) the essential information on the shares, the rights attached to them, including any limitations of those rights, and procedure for the exercise of those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, the disclosure of capitalisation and indebtedness, a working capital statement and the use of proceeds
Amendment 72 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 2 – subparapgraph 1 – point (b) (b) the essential information on the
Amendment 73 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation (EU) 2017/1129 Article 14a – paragraph 2 – subparapgraph 1 – point b a (new) (b a) a concise summary of the key information disclosed under the Transparency Directive, Non-Financial Reporting Directive and the Market Abuse Regulation and the references to those.
Amendment 74 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation 2017/1129 Article 14a – paragraph 2 – subparapgraph 1 – point b a (new) (b a) the strategy of the issuer in relation to the Covid-19 crisis;
Amendment 75 #
Proposal for a regulation Article 1 – paragraph 1 – point 4 Regulation 2017/1129 Article 14a – paragraph 2 – subparagraph 2 The information contained in the EU Recovery prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially non-professional investors, to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565.
Amendment 76 #
Proposal for a regulation Article 1 – paragraph 1 – point 5 Regulation (EU) 2017/1129 Article 20 – paragraph 6a 6a. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and in paragraph 4 shall be reduced to five working days for an EU Recovery prospectus drawn up in accordance with Article 14a. The issuer shall inform the competent authority at least five working days before the date envisaged for the submission of an application for approval. The time limit set out in the first subparagraph can be extended by five additional working days where the competent authority notifies to the issuer and ESMA that more time is required;
Amendment 77 #
Proposal for a regulation Article 1 – paragraph 1 – point 6 Regulation (EU) 2017/1129 Article 21 – paragraph 5a 5a. An EU Recovery prospectus drawn up in accordance with Article 14a shall be published in searchable electronic format in accordance with this Article, where applicable, and classified in the storage mechanism referred to in paragraph 6 of this Article. The data used for the classification of prospectuses drawn up in accordance with Article 14 may be used for the classification of EU Recovery prospectuses drawn up in accordance with Article 14a, provided that the two types of prospectuses are differentiated in that storage mechanism.;
Amendment 78 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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
Amendment 79 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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
Amendment 80 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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
Amendment 81 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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
Amendment 82 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point a Regulation (EU) 2017/1129 Article 23 – paragraph 2 – subparagraph 1 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 t
Amendment 83 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 3. Where investors purchase or subscribe securities through a financial
Amendment 84 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 – subparagraph 2 Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within one working day after the publication of the supplement. To avoid situations where an investor would not qualify to receive information from the financial intermediary, the information on the supplement shall be made available on the issuer’s website.;
Amendment 85 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 – subparagraph 2 Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within
Amendment 86 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 – subparagraph 2 Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within
Amendment 87 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 – subparagraph 2 Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within
Amendment 88 #
Proposal for a regulation Article 1 – paragraph 1 – point 7 – point b Regulation (EU) 2017/1129 Article 23 – paragraph 3 – subparagraph 2 Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within
Amendment 89 #
Proposal for a regulation Recital 7 a (new) Recital 7 a (new) (7 a) Since the EU Recovery prospectus would provide significantly less information than a simplified prospectus under the simplified disclosure regime for secondary issuances, it should not be possible for issuers to use it for highly dilutive issuances of shares with a significant impact on the issuer’s capital structure, prospects and financial situation. The use of the EU Recovery prospectus should therefore be limited to offers comprising no more than 90% of outstanding capital, expressed as the ratio between the number of shares offered and the total number of shares before the issuance.
Amendment 90 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47a – paragraph 1 The regimes set out in Article 14a and Article 23 (2) and (3) expire
Amendment 91 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47a – paragraph 1 The regime set out in Article 14a expires on
Amendment 92 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 1129/2017 Article 47a – paragraph 1 The regime set out in Article 14a expires on
Amendment 93 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 1129/2017 Article 47a – paragraph 2 EU Recovery Prospectuses drawn up in accordance with Article 14a and approved between [date of application of this Regulation] and
Amendment 94 #
Proposal for a regulation Article 1 – paragraph 1 – point 8 Regulation (EU) 2017/1129 Article 47a – paragraph 2 EU Recovery Prospectuses drawn up in accordance with Article 14a and approved between [date of application of this Regulation] and
Amendment 95 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 (b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it. The analysis shall focus on the way by which references to the present and future financial and economic impact of the COVID-19 pandemic in EU Recovery prospectuses proved to be relevant and useful to investors;
Amendment 96 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 2017/1129 Article 48 – paragraph 2 – point b (b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it; to gather experience about the EU Recovery Prospectus for post-evaluation and the basis of analysing the possible needs to develop the Prospectus Regulation.
Amendment 97 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point c (c) the number of standard prospectuses, EU Growth prospectuses and EU Recovery prospectuses approved and an analysis of the evolution of such number and, where appropriate, offer prices of securities offered to the public in relation to all types of prospectuses;
Amendment 98 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (UE) 1129/2017 Article 48 – paragraph 2 – point c (c) the number of EU Recovery prospectuses approved and an analysis of the evolution of such number as well as an estimate of the actual additional market capitalisation mobilised by such prospectuses at the point of issue;
Amendment 99 #
Proposal for a regulation Article 1 – paragraph 1 – point 9 Regulation (EU) 1129/2017 Article 48 – paragraph 2 – point c (d) the cost of preparing and having an EU Recovery prospectus approved compared to the current costs for a standard prospectus and an EU Growth prospectus, together with an indication of the overall financial savings achieved and total costs of complying with this Regulation for issuers, offerors and financial intermediaries together with the information of these costs as a percentage of operational costs;
source: 660.110
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|