2022/0411(COD) | [ParlTrack]

Proposal for a regulation
Recital 8

(8) To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 125 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.

Amendment 112 #

Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Recital 8

(8) To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 12 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require othe~~r disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden~~ publication of a summary as referred to in Article 7 of Regulation (EU) 2017/1129.

Amendment 113 #

Proposal for a regulation
Recital 8

(8) Having a wide range of exemption thresholds across Member States has created barriers for cross-border activity and the development of the Capital Markets Union. To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 12 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.

Amendment 114 #

Proposal for a regulation
Recital 9

(9) Cross-border offers of securities to the public that are exempted from the obligation to publish a prospectus should be subject to the national disclosure requirements set out by the concerned Member States, where applicable. However, iIssuers, offerors or persons asking for the admission to trading on a regulated market of securities which are not subject to the obligation to publish a prospectus should benefit from the single passport where they choose to draw up a prospectus on a voluntary basis.

Amendment 115 #

Proposal for a regulation
Recital 16

(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary to set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non-equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.deleted

Amendment 116 #

Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Recital 16

(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming ~~unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it~~too expensive for issuers to produce due to the inherent expense associated with lengthy prospectuses. In addition, the length of prospectuses and their format varies greatly accross the EU, which is contrary to the objective of fostering convergence within EU capital markets. To improve the readability of the prospectus, reduce the costs related to their drafting for issuers and create convergence accross EU capital markets, it is necessary to set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

Amendment 117 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Recital 16

(16) In certain cases, the prospectus or its related documents may reach massive sizes, harming the readability of the document and becoming unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary to set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

Amendment 118 #

Proposal for a regulation
Recital 16

(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision and also representing a significant cost for companies, especially SMEs, that are offering securities to the public or seeking admission to trading on a regulated market. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, ~~it is necessary to~~as well as reduce costs for companies, especially SMEs, it is necessary to simplify the prospectus and set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

Amendment 119 #

Proposal for a regulation
Recital 23

(23) Due to the growing importance of sustainability considerations in investment decisions, investors are increasingly considering information on environmental, social and governance (ESG) matters when taking informed investment decisions. It is therefore necessary to prevent greenwashing, by establishing ESG-related information to be provided, where relevant, in the prospectus for equity or non-equity securities offered to the public or admitted to trading on a regulated market. That requirement should, however, not overlap with the requirement laid down in other Union law to provide that information. Companies that offer equity securities to the public or seek the admission to trading of equity securities on a regulated market should therefore incorporate by reference in the prospectus, for the periods covered by the historical financial information, the management and consolidated management reports, which include the sustainability reporting, as required by Directive 2013/34/EU of the European Parliament and of the Council54 . Moreover, the Commission should be empowered to set out a schedule specifying the ESG-related information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. __________________ 54 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).deleted

Amendment 120 #

Proposal for a regulation
Recital 23

(23) Due to the growing importance of sustainability considerations in investment decisions, investors are increasingly considering information on environmental, social and governance (ESG) matters when taking informed investment decisions. It is therefore necessary to prevent greenwashing, by establishing ESG-related information to be provided, where relevant, in the prospectus for equity or non-equity securities offered to the public or admitted to trading on a regulated market. That requirement should, however, not overlap with the requirement laid down in other Union law to provide that information. Companies that offer equity securities to the public or seek the admission to trading of equity securities on a regulated market should therefore incorporate by reference in the prospectus, for the periods covered by the historical financial information, the management and consolidated management reports, which include the sustainability reporting, as required by Directive 2013/34/EU of the European Parliament and of the Council54 . Moreover, the Commission should be empowered to set out a schedule specifying the ESG-related information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. For bonds advertised as taking into account ESG factors or pursuing ESG objectives, the Commission should ensure consistency between the format of the sustainability disclosures under Directive 2013/34/EU and those under the opt-in templates drafted pursuant to Article 13g of Regulation (EU) .../... of the European Parliament and the Council54a [the European Green Bonds Regulation]. __________________ 54 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). 54a Regulation (EU) .../... of the European Parliament and the Council on European green bonds (2021/0191(COD))

Amendment 121 #

Proposal for a regulation
Recital 25

(25) The EU Recovery prospectus referred to in Article 14a of Regulation (EU) 2017/1129 may no longer be used after 31 December 2022. That EU Recovery prospectus had the advantage that is was composed of a single document that was limited in size, making it easy for issuers to draw it up and easy for investors to understand it. For those reasons, the EU Follow-on prospectus should follow the same model, and should be subject to the same reduced scrutiny period as the EU Recovery prospectus. However, the requirements for the EU Follow-on prospectus should for obvious reasons not require Covid-19 crisis-related disclosures. As the EU Follow-on prospectus should replace both the simplified prospectus for secondary issuances and the EU Recovery prospectus, it should be permanent and available for both secondary issuances of equity and non-equity securities. In addition, its use should not be subject to any restrictions beyond the requirement of the minimum and continuous period of admission of the securities concerned to trading on a regulated market or an SME growth market.

Amendment 122 #

Proposal for a regulation
Recital 27

(27) In order to make the EU Follow-on prospectus a harmonised document and facilitate its readability for investors across the Union, irrespective of the jurisdiction where securities are offered to the public or admitted to trading on a regulated market, its format should be standardised for both equity and non-equity securities. For the same reason, the information in the EU Follow-on prospectus should be disclosed in a standardised sequence. To improve the readability of the EU Follow-on prospectus and to make it easier for investors to analyse it and navigate through it, the number of pages of such prospectus should be limited for secondary issuances of shares. Such a page limit would, however, be inappropriate for the broad category of equity securities other than shares or non- equity securities, which include a wide range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit. To enable investor protection, the Follow-on prospectus to be published by issuers seeking to make a transition from an SME growth market to a regulated market should be subject to an extended page limit.

Amendment 123 #

Markus FERBER, Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Recital 31

(31) The EU Growth issuance document should contain a ~~short-form~~ summary, as a useful source of information for retail investors, having the same format and content as the summary of the EU Follow- on prospectus. That summary should be set out at the beginning of the EU Growth issuance document and should focus on key information enabling investors to decide which offers to the public and admissions to trading of shares to study further, and subsequently to review the EU Growth issuance document as a whole in order to take an informed investment decision.

Amendment 124 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Recital 34

(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. ~~However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers.~~ To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.

Amendment 125 #

Proposal for a regulation
Recital 34

(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers and comes with a high degree of uncertainty. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.

Amendment 126 #

Proposal for a regulation
Recital 35

(35) Under Article 17(1) of Regulation (EU) 2017/1129, where the final offer price and amount of securities offered to the public cannot be included in the prospectus, the investor has a withdrawal right which can be exercised within 2 working days after the final offer price or amount of securities to be offered to the public has been filed. To increase the level of investor protection, the period during which investor can exercise that withdrawal right should be extended. It is however important to limit the administrative burdens for issuers. ~~Therefore, where the final offer price of securities only differs slightly from the maximum price that was disclosed in the prospectus, issuers should not be required to publish a supplement.~~

Amendment 127 #

Proposal for a regulation
Recital 40 a (new)

(40 a) In order to clarify the duration of processes for book-building during an IPO and various other processes relative to the management of share issues and transfers, it is appropriate to express all such periods in terms of business days (which includes Saturdays), instead of working days (which excludes Saturdays).

Amendment 128 #

Proposal for a regulation
Recital 48

(48) An effective cooperation with supervisory authorities of third countries concerning the exchange of information with those authorities and the enforcement of obligations arising under Regulation (EU) 2017/1129 in third countries is necessary to protect investors in the Union and ensure level playing field between issuers established in the Union and third country issuers. In order to ensure an efficient and consistent exchange of information with supervisory authorities, ESMA should establish cooperation arrangements with the supervisory authorities of third countries concerned, and the Commission should be empowered to determine the minimum content and the template to be used for such arrangements. However, in order to ensure investor protection, it is crucial that third countries that are in the list of jurisdictions which have strategic deficiencies in their national anti-money laundering and in countering the financing of terrorism regimes that pose significant threats to the financial system of the Union should be excluded from such cooperation arrangements.

Amendment 129 #

Proposal for a regulation
Recital 51

(51) The Commission should, after an appropriate time period after the date of application of this amending Regulation, review the application of Regulation (EU) 2017/1129 and assess in particular whether the provisions on the prospectus summary, on the disclosure regimes for the EU Follow-on prospectus, on the EU Growth issuance ~~document~~prospectus and on the universal registration document remain appropriate to meet the objectives pursued by those provisions. It is also necessary to lay down that that report should analyse the relevant data, trends and costs in relation to the EU Follow-on prospectus and for the EU Growth issuance ~~document~~prospectus. In particular, that report should assess whether those new regimes strike a proper balance between investor protection and the reduction of administrative burdens. The Commission should also assess whether further harmonisation of the provisions for prospectus liability is warranted and, if that is the case, consider amendments to the liability provisions set out in Article 11.

Amendment 130 #

Proposal for a regulation
Recital 51

(51) The Commission should, after an appropriate time period after the date of application of this amending Regulation, review the application of Regulation (EU) 2017/1129 and assess in particular whether the provisions on the prospectus summary, on the disclosure regimes for the EU Follow-on prospectus, on the EU Growth issuance documents and on the universal registration document remain appropriate to meet the objectives pursued by those provisions. It is also necessary to lay down that that report should analyse the relevant data, trends and costs in relation the EU Follow-on prospectus and for the EU Growth issuance document. In particular, that report should assess whether those new regimes strike a proper balance between investor protection and the reduction of administrative burdens. The report should also analyse how to create further synergies between Regulation (EU) 2017/1129 and the European Single Access Point European Single Access Point (‘ESAP’), as regards the availability of relevant disclosure documents. Moreover, the Commission should also assess whether further harmonisation of the provisions for prospectus liability could be warranted and, if relevant, propose amendments to the liability provisions set out in Article 11 of Regulation (EU) 2017/1129.

Amendment 131 #

Proposal for a regulation
Recital 56

(56) Article 11(4) of Regulation (EU) No 596/2014 provides that the disclosure of inside information in the course of a market sounding is deemed to be made in the normal exercise of a person’s employment, profession or duties, and therefore does not constitute unlawful disclosure of inside information, where the disclosing market participant complies with the requirements laid down in Article 11(3) and (5) of that Regulation. In order to avoid an interpretation whereby disclosing market participants carrying out market sounding are obliged to comply with all the requirements set out in Article 11(5) of Regulation (EU) No 596/2014, it should be specified that the market sounding regime and the related requirements are a mere option for the disclosing market participants to benefit from the protection from the allegation of unlawful disclosure of inside information. At the same time, while there should be no presumption that disclosing market participants that do not comply with the requirements set out in Article 11 of Regulation (EU) No 596/2014 when conducting a market sounding have unlawfully disclosed inside information, those disclosing market participants should not be able to take advantage of the protection afforded to those that choose to comply with those requirements. To ensure the possibility for competent authorities to obtain an audit trail of a process that may imply disclosure of inside information to third parties, it should also be specified that the requirements set out in Article 11(3) of Regulation (EU) No 596/2014 are mandatory for all disclosing market participants.

Amendment 132 #

Proposal for a regulation
Recital 58

(58) The prohibition of insider dealing has the objective to prevent any possible exploitation of inside information and should apply as soon as that information is available. The requirement to disclose inside information aims to ~~enable investors to take well-informed decisions. When information is disclosed at a very early stage and is of a preliminary nature, it may mislead investors, rather than~~ contribute to efficient price formation ~~and~~by addressing the information asymmetry. In a protracted process, given the different iterations information has still to go through, the information related to intermediate steps is not sufficiently mature and hence should not be disclosed. In that case, the issuer should only disclose the information related to the event that this protracted process intends to bring about, at the moment when such information is sufficiently precise, such as when the management board has taken the relevant decision to bring about that event. In the case of non-protracted processes related to one-off events, notably when the occurrence of those events does not depend on the issuer, the disclosure should take place as soon as the issuer becomes aware of that event, thus enabling investors to take well-informed decisions in a timely manner.

Amendment 133 #

Proposal for a regulation
Recital 59

(59) To facilitate the assessment of the moment of disclosure of the relevant information by the issuer and ensure a consistent interpretation of the requirement, the Commission should be empowered to adopt a delegated act to set out a non-exhaustive list of relevant information, and, for each information, the moment when the issuer could be reasonably expected to disclose it.deleted

Amendment 134 #

Proposal for a regulation
Recital 61

(61) Article 17(4) of Regulation (EU) No 596/2014 provides that an issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that specified conditions are met. In such a case, an issuer is obliged to inform the competent authority that disclosure of the information was delayed and to provide a written explanation of how the conditions set out in that Article were met immediately after the information is disclosed to the public. To enable competent authorities to receive information on delays in a timely manner an issuer should notify the competent authority immediately after that issuer takes the decision to delay disclosure. However, competent authorities should not be required to authorise those delays.deleted

Amendment 135 #

Proposal for a regulation
Recital 62

(62) Article 18(1) of Regulation (EU) No 596/2014 obliges issuers and any person acting on their behalf or on their account to draw up and to keep updated a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise perform tasks through which they have access to inside information, including advisers, accountants and credit rating agencies. Article 18(6) of Regulation (EU) No 596/2014, however, restricts that obligation for issuers whose financial instruments are admitted to trading on an SME growth market. Those issuers are to include in their insider lists only those persons who, due to the nature of their function or position within the issuer, have regular access to inside information. Given the availability of other existing supervisory enforcement tools, it is appropriate to use the same approach for all issuers, rather than only for issuers whose financial instruments are admitted to trading on an SME growth market.deleted

Amendment 136 #

Proposal for a regulation
Recital 62

Amendment 137 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Recital 62

Amendment 138 #

Proposal for a regulation
Recital 62

Amendment 139 #

Proposal for a regulation
Recital 63

(63) In some Member States, insider lists are considered particularly important for ensuring a high level of market integrity. For that reason, Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 allows Member States to require issuers on SME growth markets to draw up the more extensive insider lists that include all persons who have access to inside information, however, on the basis of an alleviated format, requiring less information. To avoid excessive regulatory burden, while maintaining the essential information for competent authorities to investigate market abuse breaches, such an alleviated format should be used for all insider lists. Nevertheless, the option for Member States set out in Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 should be maintained, provided that its use is justified by national market integrity concerns, and provided that it is only used in relation to issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years. To ensure proportionate treatment of SMEs, that option should not be used for SME growth markets. To facilitate companies’ first time access to regulated markets as well as the companies’ transition from SME growth markets to regulated markets, issuers whose securities have been admitted to trading on a regulated market for less than 5 years should also not be obliged to draw up more extensive lists.deleted

Amendment 140 #

Proposal for a regulation
Recital 63

Amendment 141 #

Proposal for a regulation
Recital 63

Amendment 142 #

Proposal for a regulation
Recital 65

(65) In order to avoid an undue requirement for persons discharging managerial responsibilities to report and for companies to disclose transactions which would not be meaningful to investors, it is appropriate to raise the threshold for reporting and related disclosure from EUR 5 000 to EUR 210 000, while ~~allowing~~maintaining the ability of competent authorities to increase that threshold further, where justified.

Amendment 143 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Recital 65

(65) In order to avoid an undue requirement for persons discharging managerial responsibilities to report and for companies to disclose transactions which would not be meaningful to investors, it is appropriate to raise the threshold for reporting and related disclosure from EUR 5 000 to EUR 210 000, while allowing competent authorities to increase that threshold further, where justified.

Amendment 144 #

Proposal for a regulation
Recital 68

(68) The increasing integration of markets heightens the risk of cross-border market abuses. To protect market integrity, competent authorities should cooperate in a swift and timely manner, also with ESMA. To strengthen such cooperation, ESMA should be able to act, on its own initiative or on request by one or more competent authorities, to facilitate the collaboration of competent authorities with a possibility to coordinate the investigation or inspection that has cross-border effect. Collaboration platforms established by the European Insurance and Occupational Pensions Authority have proven to be useful as a supervisory tool to strengthen the exchange of information and to enhance collaboration among authorities. It is therefore appropriate to introduce the possibility also for ESMA, on its own initiative or on request by one or more competent authorities, to set up and coordinate such platforms in the field of securities markets when there are concerns about market integrity or the good functioning of markets. Considering the strong relations between financial and spot markets, ESMA should also be able to set up such platforms also with public bodies monitoring wholesale commodity markets, including the Agency for the Cooperation of Energy Regulators (ACER), when such concerns affect both financial and spot markets.

Amendment 145 #

Proposal for a regulation
Recital 69

(69) The monitoring of order book data is crucial for the surveillance of market activity across both multilateral and bilateral trading systems. Competent authorities should therefore have easy access to data that they need for their supervisory activity. Some of those data concern instruments that are traded in a ~~trading~~n execution venue located in another Member State. To enhance the effectiveness of supervision, competent authorities should set up a mechanism to exchange order book data on an ongoing basis. Considering its technical expertise, ESMA should draft implementing technical standards specifying the arrangements required by that mechanism for the exchange of order book among competent authorities. To ensure that the scope of that mechanism for exchanging order book data is proportionate in relation to its use, only competent authorities that supervise markets that have a high level of cross-border activity should be obliged to participate to that mechanism. The level of cross-border dimensions should be determined by the Commission in a delegated act. Furthermore, that mechanism for exchanging order book data should at first only concern shares, bonds and futures, considering the relevance of those financial instruments in terms of both cross-border trading and market manipulation. However, to ensure that such mechanism for exchanging order book data takes into account developments in financial markets and the capacity of competent authorities to process new data, the Commission should be empowered to broaden the scope of instruments the order book data of which can be exchanged through that mechanism.

Amendment 146 #

Proposal for a regulation
Recital 69

(69) The monitoring of order book data across both multilateral and bilateral trading systems is crucial for the surveillance of market activity. Competent authorities should therefore have easy access to data that they need for their supervisory activity. Some of those data concern instruments that are traded in a trading venue, a systematic internaliser and other over the counter (OTC) markets, located in another Member State. To enhance the effectiveness of supervision, competent authorities should set up a mechanism to exchange order book data on an ongoing basis. Considering its technical expertise, ESMA should draft implementing technical standards specifying the arrangements required by that mechanism for the exchange of order book among competent authorities. To ensure that the scope of that mechanism for exchanging order book data is proportionate in relation to its use, only competent authorities that supervise markets that have a high level of cross- border activity should be obliged to participate to that mechanism. The level of cross-border dimensions should be determined by the Commission in a delegated act. Furthermore, that mechanism for exchanging order book data should at first only concern shares, bonds and futures, considering the relevance of those financial instruments in terms of both cross-border trading and market manipulation. However, to ensure that such mechanism for exchanging order book data takes into account developments in financial markets and the capacity of competent authorities to process new data, the Commission should be empowered to broaden the scope of instruments the order book data of which can be exchanged through that mechanism.

Amendment 147 #

Proposal for a regulation
Recital 70

(70) The monitoring of order ~~book~~ data is crucial for the effective supervision of markets by competent authorities and to ensure market integrity. To enhance that monitoring through technological developments, competent authorities should be able to access order ~~book data~~data, concerning any financial instrument, irrespective of whether or not such order takes place on a trading venue or on a bilateral and dark trading spaces, not only on an ad-hoc request, but also on an ongoing basis. Moreover, to facilitate the processing of order ~~book~~ data by national competent authorities, it is necessary to harmonise the format of such data.

Amendment 148 #

Proposal for a regulation
Recital 71

(71) Administrative sanctions imposed in cases of infringements related to the disclosure regime (public disclosure of inside information, insider lists and managers’ transactions) are set out as a minimum of the maximum, which allows Member States to set a higher level of the maximum sanctions in national law. The risk of inadvertent breach of disclosure requirements under Regulation (EU) No 596/2014 and associated administrative sanctions are an important factor that dissuades companies from seeking admission to trading. To avoid an excessive burden on companies, in particular SMEs, the sanctions for infringements committed by legal persons in relation to disclosure requirements should be proportionate to the size of the company, while considering all relevant circumstances under Article 31 of Regulation (EU) No 596/2014. Those sanctions should be determined based on the total annual turnover of the company. The sanctions determined based on absolute amounts should be applied ~~exceptionally and~~ only if competent authorities deem that the amount of the administrative sanction based on the total annual turnover would be disproportionately low in light of the circumstances set out in Article 31 of Regulation (EU) No 596/2014. In those cases, it is also appropriate to lower the minimum of the maximum level of sanctions for SMEs, as expressed in absolute amounts, in order to ensure their proportionate treatment.

Amendment 149 #

Proposal for a regulation
Recital 74

(74) In order to specify the requirements set out in this Regulation, in accordance with its objectives, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of revising the format and content of the prospectus, specifying the documents and information to be made available on the European Single Access Point upon entry into force of Regulation EU(XXX/XXX), specifying the reduced content and the standardised format of the EU Follow-on prospectus and the EU Growth Issuance document, fostering convergence in the scrutiny and approval of the prospectus by competent authorities, further specifying general equivalence criteria for prospectuses drawn up by third country issuers, determining the minimum content of cooperation arrangements between ESMA and third country supervisory authorities, pursuant to Regulation (EU) 2017/1129, as well as revising the alleviated template setting out the list of persons who have access to inside information, and expanding the list of financial instruments to enable competent authorities to obtain order book data, pursuant to Regulation (EU) No 596/2014. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making59 . In particular, to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States' experts, and their experts systematically have access to meetings of Commission expert groups dealing with the preparation of delegated acts. __________________ 59 OJ L 123, 12.5.2016, p. 1.

Amendment 150 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4

~~(b) [...]~~deleted

Amendment 151 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da

(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 430 % of the number of securities already admitted to trading on the same market;: (i) the issuer is not an issuer with a complex financial history as referred to in Article 18 of Commission Delegated Regulation (EU) 2019/980; (ii) the issuer has not made a significant financial commitment; (iii) the issuer is not under an insolvency or restructuring procedure, as defined in Directive (EU) 2019/1023 on restructuring and insolvency; (iv) at the time of the offer, the issuer is not delaying the disclosure of inside information pursuant to Article 17(4) of Regulation (EU) No 596/2014, or is not using the exemption set out in Article 17(1), first subparagraph, in relation to intermediate steps in a protracted process.’

Amendment 152 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da

Amendment 153 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da

Amendment 154 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da

Amendment 155 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – subparagraph 2

The document referred to in point (db)(iii) shall have a maximum length of 10 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State. Additional information requested in point (iii) shall not take in account for the maximum length referred to this paragraph.

Amendment 156 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

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

Regulation (EU) 2017/1129
Article 1 – paragraph 5

~~(c) [...]~~deleted

Amendment 157 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point a

(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 4025 % of the number of securities already admitted to trading on the same regulated market;

Amendment 158 #

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point a

(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 430 % of the number of securities already admitted to trading on the same regulated market;

Amendment 159 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point a

Amendment 160 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1– point (b)

(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market, subject to the third subparagraph;;

Amendment 161 #

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point b

(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 40 30% of the number of shares of the same class already admitted to trading on the same regulated market, subject to the third subparagraph;;

Amendment 162 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point b

(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 430 % of the number of shares of the same class already admitted to trading on the same regulated market, subject to the third subparagraph;;

Amendment 163 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 –point ba

(iii) a document containing the information set out in Annex IX integrated with the information requested in the Annex IV and other additional information the issuer considers needed for the investors to reach an informed investment decision, is filed with the competent authority of the home Member State and made available to the public in accordance with the arrangements set out in Article 21(2).

Amendment 164 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point ii

Regulation (EU) 2017/1129
Article 1 – paragraph 5 – second subparagraph

The requirement that the resulting shares represent, over a period of 12 months, less than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market as referred to in the first subparagraph, point (b), shall not apply in any of the following cases:;

Amendment 165 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – subparagraph 3

The total aggregated consideration of the offers of securities to the public referred to in the first subparagraph, point (j), shall take into account the total aggregated consideration of all offers of securities to the public that have been made in the 12 months preceding the start date of a new offer of securities to the public, except those offers of securities to the public that were subject to any other exemption from the obligation to publish a prospectus in accordance with the first subparagraph, or pursuant to Article 3(2).’;deleted

Amendment 166 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

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

Regulation (EU) 2017/1129
Article 1 – paragraph 6

6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.;

Amendment 167 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 6

6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions that are set out in paragraphs 4 and 5 may not be combined with the exemption set out in the second paragraph of Article 3. Moreover, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 40 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.;

Amendment 168 #

Stéphanie YON-COURTIN, Gilles BOYER

Proposal for a regulation
Article 1 – paragraph 1 – point 2 – point b a (new)

Regulation (EU) 2017/1129
Article 2 – paragraph 1 – point z b (new)

(b a) the following point is added: ' (z b) 'exposure to fossil fuels' means deriving any revenues from exploration, mining, extraction, production, processing, storage, refining or distribution, including transportation, storage and trade, of fossil fuels as defined in Article 2, point (62), of Regulation (EU) 2018/1999 of the European Parliament and of the Council1a; __________________ 1a Regulation (EU) 2018/1999 of the European Parliament and of the Council of 11 December 2018 on the Governance of the Energy Union and Climate Action, amending Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European Parliament and of the Council, Directives 94/22/EC, 98/70/EC, 2009/31/EC, 2009/73/EC, 2010/31/EU, 2012/27/EU and 2013/30/EU of the European Parliament and of the Council, Council Directives 2009/119/EC and (EU) 2015/652 and repealing Regulation (EU) No 525/2013 of the European Parliament and of the Council (OJ L 328, 21.12.2018, p. 1).

Amendment 169 #

Proposal for a regulation
Article 1 – paragraph 1 – point 2 – point b a (new)

Regulation (EU) 2017/1129
Article 2 – paragraph 1 – point z b(new)

(z b) ‘business days’ means business days of the competent authority of the Home Member State, excluding Sundays and national public holidays, as defined in the national law applicable to that competent authority.

Amendment 170 #

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – paragraph 2 – subparagraph 1 – introductory part

Without prejudice to Article 4, ~~a Member State shall exempt~~ offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that:

Amendment 171 #

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – paragraph 2 – subparagraph 1 – point b

(b) the total aggregated consideration in the Union for the securities offered is less than EUR 126 000 000 per issuer or offeror calculated over a period of 12 months.

Amendment 172 #

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – Paragraph 2 – subparagraph 1 – point b

(b) the total aggregated consideration in the Union for the securities offered is less than EUR 125 000 000 per issuer or offeror calculated over a period of 12 months.

Amendment 173 #

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – paragraph 2 – subparagraph 2

The total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (b), shall take into account the total aggregated consideration of all ongoing offers and offers of securities made to the public with~~at have been made~~ in the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph and offers for which a prospectus has been published.

Amendment 174 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – paragraph 2 – subparagraph 3

Where an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to the first subparagraph, a Member State may require othe~~r disclosure requirements at national level, to the extent that such requirements do not constitute a disproportionate or unnecessary burden~~ issuer to file a summary containing the information set out in paragraphs 3 to 12 of Article (7) and to make it available to the public in accordance with the arrangements set out in Article 21(2).;

Amendment 175 #

Proposal for a regulation
Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129
Article 3 – paragraph 2 – subparagraph 4 (new)

ESMA shall, within six months of the entry into force of this regulation, develop guidelines on appropriate disclosure requirements as referred to in the third subparagraph to be considered by Member States to ensure a high-level harmonised framework is maintained.

Amendment 176 #

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point a

Regulation (EU) 2017/1129
Article 6 – paragraph 1

Without prejudice to Article 14b(2), Article 15a(2) and Article 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 177 #

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

Regulation (EU) 2017/1129
Article 6 – paragraph 1 – point ca (new)

(ab) in paragraph 1, the following point (ca) 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 178 #

Erik POULSEN

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129
Article 6 – paragraphs 4 and paragraph 5

(c) the following paragraphs 4 and 5 are added: ‘ 4. or other transferrable securities equivalent to shares in companies shall be of maximum length of 300 sides of A4- sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size. 5. The summary, the information incorporated by reference in accordance with Article 19 or the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Commission Delegated Regulation (EU) 2019/980 *1, shall not be taken into account for the maximum length referred to in paragraph 4 of this Article. _____________ *1 Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (OJ L 166, 21.6.2019, p. 26).; ’deleted A prospectus that relates to shares

Amendment 179 #

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129
Article 6 – paragraph 4

4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be ~~of maximum length of 300 sides of A4-sized paper when printed and shall be~~ presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 180 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129
Article 6 – paragraph 4

4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be ~~of maximum length of 300 sides of~~produced on a A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 181 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129
Article 6 – paragraph 4

4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be of maximum length of 30250 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 182 #

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation 2017/1129
Article 6 – paragraph 4

Amendment 183 #

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

Regulation (EU) 2017/1129
Article 6 – paragraph 5 a (new)

(c a) the following paragraph is added: 5a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout, including the font size, and the plain language and style requirements to ensure that the information is clear, easy to understand, non-technical and concise.

Amendment 184 #

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

(ii a) in the second subparagraph, the following points are added: ' (fa) where the issuer has not published a plan to ensure that its business model and strategy are compatible with the transition to a sustainable economy pursuant to Article 19a of Directive 2013/34/EU, that company issuing the product is not compatible with the limiting of global warming to 1.5C in line with the Paris Agreement; (fb) where the issuer has exposures to fossil fuels that, the product is exposed to coal, oil or gas-related activities that are at a heightened risk of becoming stranded assets; '

Amendment 185 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 5 – second subparagraph – point fa (new)

(ii a) in the second subparagraph, the following is added: (fa) where applicable, a sustainability alert stating: “You are about to purchase a product that is not compatible with the limiting of global warming to 1.5°C in line with the Paris Agreement.”

Amendment 186 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 5 – second subparagraph – point f a (new)

(ii a) in the second subparagraph, the following point is added: ‘(fa) where applicable, a warning that the product is not compatible with the limiting of global warming to 1.5°C in line with the Paris Agreement or, where the product is exposed to coal, oil, gas-related activities, a warning on the risk that certain assets could become stranded or be inconsistent with responsible and sustainable investment practice.

Amendment 187 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 6 – point c a (new)

(da) in paragraph 6, the following point is added: (c a) under a sub-section entitled ‘What is the key sustainability information related to the issuer? a description of the sustainability performance of the issuer, including where relevant the exposure of the undertaking to coal, oil and gas- related activities, as referred to in Articles 19a(2), point (a)(iii), and 29a(2), point (a)(iii), of Directive 2013/34/EU;

Amendment 188 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 6 – point c a (new)

(d a) in paragraph 6, the following point is added: ‘(c a) under a sub-section entitled ‘What is the key sustainability information related to the issuer? a description of the sustainability performance of the issuer, including where relevant the exposure of the undertaking to coal, oil and gas- related activities, as referred to in Articles 19a(2), point (a)(iii), and 29a(2), point (a)(iii), of Directive 2013/34/EU;’

Amendment 189 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 7– point a – points vi a and vi b (new)

(ia) in point a, the following points are added: (vi a) the proportion of EU taxonomy- aligned activities financed by the financial instruments to the EU Taxonomy; (vi b) the proportion of the investment that is used to finance coal, oil and gas-related activities;

Amendment 190 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 7 – point a – points vi a and vi b (new)

(i a) in point a, the following points are added: ‘(vi a) the proportion of EU taxonomy- aligned activities financed by the financial instruments to the EU Taxonomy; (vi b) the proportion of the investment that is used to finance exposures to fossil fuels;’

Amendment 191 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 7 – subparagraph 1 – point a – points vi a and vi b (new)

(i a) in point (a), the following points are added: ‘(vi a) the proportion of EU taxonomy- aligned activities financed by the financial instruments to the EU Taxonomy; (vi b) the proportion of the investment that is used to finance coal, oil and gas-related activities;’

Amendment 192 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 2

The summary of an EU Follow-on prospectus or of an EU Growth issuance document shall be drawn up as a short document written in a concise manner and of a maximum length of 57 sides of A4- sized paper when printed.

Amendment 193 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point i

(i) an introduction, containing all of the information referred to in paragraph 5 of this Article, including warnings and the date of approval of the EU ~~Secondary~~Follow-on prospectus or of the EU Growth issuance document;

Amendment 194 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)

(iv a) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account environmental, social or governance factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;

Amendment 195 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)

(iv a) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account environmental, social or governance (ESG) factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;

Amendment 196 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)

(iv a) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account ESG factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;

Amendment 197 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 13a (new)

(h a) the following paragraph is added: 13 a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout, including the font size, and the plain language and style requirements to ensure that the information included in the summary is clear, easy to understand, non-technical and concise. Moreover, ESMA shall specify the standards and criteria for the presentation of the essential information to be included in the summary in the form of graphs, infographics, charts and dashboard to facilitate the accessibility and comparability of information, while ensuring they are clear, accurate and not misleading for investors, in particular non-professional investors.

Amendment 198 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point i

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 1

The Commission shall by [18 months after entry into force of this amending Regulation] adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents.;

Amendment 199 #

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point i

Regulation 2017/1129
Article 13 – paragraph 1 – subparagraph 1

The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents. Moreover, the delegated acts shall provide rules for a different information sequence and for a higher maximum length, as referred in Article 6, respectively in paragraph 2 and 4, in relation to prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed.;

Amendment 200 #

Denis NESCI

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point i

The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents.; Moreover, the delegated acts shall provide rules for a different information sequence and for a higher maximum length, as referred in Article 6, respectively in paragraph 2 and 4, in relation to prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed.”

Amendment 201 #

Elisabetta GUALMINI

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point i

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 1

The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents.; Moreover, the delegated acts shall provide rules for a different information sequence and for a higher maximum length, as referred in Article 6, respectively in paragraph 2 and 4, in relation to prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed.

Amendment 202 #

Erik POULSEN

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point i

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 1

Amendment 203 #

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 2 – point f

(f) whether the issuer is required to provide sustainability reporting, together with the related assurance opinion, in accordance with Directive 2004/109/EC and Directive 2013/34/EU of the European Parliament and of the Council*2;deleted

Amendment 204 #

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 2 – point g

(g) whether non-equity securities offered to the public or admitted to trading on a regulated market are advertised as taking into account environmental, social or governance (ESG) factors or pursuing ESG objectives.deleted

Amendment 205 #

Markus FERBER, Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii a (new)

Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 4 a (new)

(ii a) the following subparagraph is added: ' For the purposes of point (g) of the second subparagraph, the Commission shall coordinate any ESG disclosure requirements with the provisions included in Regulation (EU) .../... of the European Parliament and of the Council on European Green Bonds (2021/0191 (COD)). '

Amendment 206 #

Proposal for a regulation
Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129
Article 14b – paragraph 3

3. The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors~~, especially retail investors,~~ to make an informed investment decision, taking into account the regulated information that has already been disclosed 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*3.

Amendment 207 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129
Article 14b – paragraph 5

5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be ~~of maximum length of 50 sides of A4-sized paper when printed and shall be~~ presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 208 #

Proposal for a regulation
Article 1 – paragraph 1 – point 12

Regulation 2017/1129
Article 14b – paragraph 5

5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 750 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 209 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129
Article 14b – paragraph 5

5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 50 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size. Where an issuer uses a Follow-on prospectus to transfer from an SME growth market to a regulated market the maximum length of 75 sides of A-4 sized paper shall apply.

Amendment 210 #

Proposal for a regulation
Article 1 – paragraph 1 – point 12

Regulation(EU) 2017/1129
Article 14b – paragraph 7a

7 a. The Commission shall, by ... [18 months after the date of entry into force this amending Regulation], adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the content, format and sequence for the EU Follow-on prospectus, as well as the reduced content and the standardised format of the specific summary. Those delegated acts shall be based on Annexes IV and V.

Amendment 211 #

Proposal for a regulation
Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129
Article 15a – title

Article 15a EU Growth ~~issuance document~~Prospectus (This amendment applies throughout the text.)

Amendment 212 #

Proposal for a regulation
Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129
Article 15a – paragraph 1 – subparagraph 3

The total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (c), shall take into account the total aggregated consideration of all ongoing offers and offers of securities made to the public with~~at have been made~~ in the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public that were subject to any exemption from the obligation to publish a prospectus in accordance with Article 1(4), first subparagraph, or pursuant to Article 3(2) and offers for which a prospectus has been published.

Amendment 213 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129
Article 15a – paragraph 5

5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be ~~of maximum length of 75 sides of A4-sized paper when printed and shall be~~ presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 214 #

Proposal for a regulation
Article 1 – paragraph 1 – point 14

5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 75100 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 215 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129
Article 15a – paragraph 7a (new)

7 a. The Commission shall, by ... [18 months after the date of entry into force of this amending Regulation], adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Growth issuance document, as well as the reduced content and the standardised format of the specific summary. Those delegated acts shall be based on Annexes VII and VIII.’;

Amendment 216 #

Proposal for a regulation
Article 1 – paragraph 1 – point 16 – point a

Regulation (EU) 2017/1129
Article 17 – paragraph 1 – point a

(a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than 32 working days after the final offer price or amount of securities to be offered to the public has been filed; or;

Amendment 217 #

Proposal for a regulation
Article 1 – paragraph 1 – point 16 – point b

Regulation (EU) 2017/1129
Article 17 – paragraph 2

(b) in paragraph 2, the following subparagraph is added: ‘ Where the final offer price referred to in the first subparagraph differs by no more than 20 % from the maximum price disclosed in the prospectus as referred to in paragraph 1, point (b)(i), the issuer shall not be required to publish a supplement in accordance with Article 23(1).; ’deleted

Amendment 218 #

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point a – point i

(i) the introductory wording is replaced by the following: ‘ Information that is to be included in a prospectus pursuant to this Regulation and the delegated acts adopted on the basis of it, shall be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:; ’deleted

Amendment 219 #

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point a – point i

Regulation (EU) 2017/1129
Article 19 – paragraph 1 – subparagraph 1 – introductory part

Information that is to be included in a prospectus pursuant to this Regulation and the delegated acts adopted on the basis of it, ~~shall~~may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:;

Amendment 220 #

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point a – point i

Regulation (EU) 2017/1129
Article 19 – paragraph 1 – subparagraph 1 – introductory part

Amendment 221 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point b

Regulation (EU) 2017/1129
Article 19 – paragraph 1b

1b. An issuer, an offeror or a person asking for admission to trading on a regulated market shall not be required to publish a supplement pursuant to Article 23(1) for updating the annual or interim financial information incorporated by reference in a base prospectus that is still valid under Article 12(1).;deleted

Amendment 222 #

Elisabetta GUALMINI

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point b a (new)

Regulation (EU) 2017/1129
Article 19 – paragraph 4a (new)

(b a) The following paragraph is added as follows: 4a. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the inclusion of the information referred in paragraph 1 in the prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed.

Amendment 223 #

Denis NESCI

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point ba (new)

Regulation (EU) 2017/1129
Article 19 – paragraph 4a (new)

ba) the following paragraph is added as follows: 4a. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the inclusion of the information referred in paragraph 1 in the prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed.

Amendment 224 #

Proposal for a regulation
Article 1 – paragraph 1 – point 17 – point b a (new)

Regulation 2017/1129
Article 19 – paragraph 4a (new)

(b a) the following paragraph is added: “4a. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the inclusion of the information referred in paragraph 1 in the prospectuses for admission to trading on a regulated market when securities of the same class are simultaneously offered for subscription or privately placed."

Amendment 225 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point b

Regulation (EU) 2017/1129
Article 20 – paragraph 6b

(b) the following paragraph 6b is inserted: ‘ 6b. By way of derogation from paragraphs 2 and 4, the time limits set out in paragraph 2, first subparagraph, and paragraph 4 shall be reduced to 7 working days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least 5 working days before the date envisaged for the submission of an application for approval.; ’deleted

Amendment 226 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point b

Regulation (EU) 2017/1129
Article 20 – paragraph 6b

6b. By way of derogation from paragraphs 2 and 4, the time limits set out in paragraph 2, first subparagraph, and paragraph 4 shall be reduced to 75 working days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least 5 working days before the date envisaged for the submission of an application for approval.;

Amendment 227 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – introductory part

The Commission is empowered to adopt, after consulting with ESMA, delegated acts in accordance with Article 44 to supplement this Regulation by specifying the criteria for the scrutiny of prospectuses, in particular the completeness, comprehensibility and consistency of the information contained therein, and the procedures for the approval of the prospectus~~, and all of the following:~~.

Amendment 228 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – subparagraph 1 – point a

(a) the circumstances under which a competent authority is allowed to use additional criteria for the scrutiny of the prospectus, where deemed necessary for investor protection, and the type of additional information that may be required to be disclosed in such circumstances;deleted

Amendment 229 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – subparagraph 1 – point b

~~(b) the consequences for a competent authority that fails to take a decision on the prospectus as referred to in paragraph 2, second subparagraph;~~deleted

Amendment 230 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – subparagraph 1 – point c

(c) the maximum timeframe for a competent authority to finalise the scrutiny of the prospectus and to reach a decision on whether that prospectus is approved, or whether the approval is refused and the review process terminadeleted.

Amendment 231 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – subparagraph 1 – point c

Amendment 232 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129
Article 20 – paragraph 11 – subparagraph 2

The maximum timeframe referred to in point (c) shall include any competent authority’s requests to issuers to change the prospectus or provide supplementary information, as referred to in paragraph 4.;deleted

Amendment 233 #

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point d

Regulation (EU) 2017/1129
Article 20 – paragraph 13

(d) paragraph 13 is replaced by the following: ‘ 13. Regulation (EU) No 1095/2010, ESMA shall organise and conduct, at least once every 3 years, one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers’ ability to raise capital in the Union. The report on the peer review shall be published by [3 years after the date of entry into force of this amending Regulation] and every 3 years thereafter. In the context of the peer review, ESMA shall take into account the advice from the Securities and Markets Stakeholder Group referred to indeleted Without prejudice to Article 370 of ~~Regulation (EU) No 1095/2010.; ’~~

Amendment 234 #

Stéphanie YON-COURTIN, Gilles BOYER

Proposal for a regulation
Article 1 – paragraph 1 – point 18 – point d

Regulation (EU) 2017/1129
Article 20 – paragraph 13

d) paragraph 13 is replaced by the following: 13. Regulation (EU) No 1095/2010, ESMA shall organise and conduct, at least once every 3 years, one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers’ ability to raise capital in the Union. The report on the peer review shall be published by [3 years after the date of entry into force of this amending Regulation] and every 3 years thereafter. In the context of the peer review, ESMA shall take into account the advice from the Securities and Markets Stakeholder Group referred to ineleted Without prejudice to Article 370 of ~~Regulation (EU) No 1095/2010.;~~

Amendment 235 #

Proposal for a regulation
Article 1 – paragraph 1 – point 19 – point a

Regulation (EU) 2017/1129
Article 21 – paragraph 1 – subparagraph 2

In the case of an initial offer to the public of a class of shares that is admitted to trading on a regulated market for the first time, the prospectus shall be made available to the public at least 3 ~~working~~business days before the end of the offer.;

Amendment 236 #

Proposal for a regulation
Article 1 – paragraph 1 – point 19 – point a a (new)

Regulation (EU) 2017/1129
Article 21 – paragraph 2 a (new)

(a a) the following paragraph is inserted: 2a. The Commission is empowered to adopt delegated acts to establish the list of documents that shall be made available in the European Single Access point referred to in Regulation (EU) XXX/XXX of the European Parliament and of the Council [ESAP Regulation].

Amendment 237 #

Markus FERBER, Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Article 1 – paragraph 1 – point 20 – point a

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 32 working days after the publication of the supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.

Amendment 238 #

Proposal for a regulation
Article 1 – paragraph 1 – point 20 – point e

Regulation (EU) 2017/1129
Article 23 – paragraph 4a

4a. A supplement to a base prospectus shall not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus unless this is required by legal necessities.;

Amendment 239 #

Proposal for a regulation
Article 1 – paragraph 1 – point 26 – point a

Regulation (EU) 2017/1129
Article 44 – paragraph 2

2. The power to adopt delegated acts referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14b(7a), Article 15a(7a), Article 16(5), Article 20(11), Article 21(2a), Article 29(6) and Article 30(4) shall be conferred on the Commission for an indeterminate period from 20 July 2017.

Amendment 240 #

Proposal for a regulation
Article 1 – paragraph 1 – point 26 – point a

Regulation (EU) 2017/1129
Article 44 – paragraph 3

3. The delegation of powers referred to in Article 1(7), Article 9(14), Article 13(1) and (2), Article 14b(7a), Article 15a(7a), Article 16(5), Article 20(11), Article 21(2a), Article 29(6) and Article 30(4) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.;

Amendment 241 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 1 – paragraph 1 – point 26 – point b

Regulation (EU) 2017/1129
Article 44 – paragraph 6

6. A delegated act adopted pursuant to Article 1(7), Article 9(14), Article 13(1) and (2), Article 14b(7a), Article 15a(7a), Article 16(5), Article 20(11), Article 21(2a), Article 29(6) and Article 30(4) shall enter into force only if no objection has been expressed either by the European Parliament or by the Council within a period of three months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by three months at the initiative of the European Parliament or of the Council.;

Amendment 242 #

Proposal for a regulation
Article 1 – paragraph 1 – point 29

Regulation (EU) 2017/1129
Article 48 – paragraph 2 a (new)

The following paragraph is added: 2a. The Commission shall, by 31 December 2025, present a report to the European Parliament and to the Council analysing the issue of liability for the information given in a prospectus, assessing whether further harmonisation of the prospectus liability in the Union could be warranted and, if relevant, propose amendments to the liability provisions set out in Article 11 of this Regulation.

Amendment 243 #

Proposal for a regulation
Article 2 – paragraph 1 – point 3 – point b

Regulation (EU) No 596/2014
Article 11 – paragraph 4 – introductory part

A market participant ~~may choose to~~shall comply with all of the following conditions:

Amendment 244 #

Proposal for a regulation
Article 2 – paragraph 1 – point 3 – point b

Regulation (EU) 596/2014
Article 11 – paragraph 4 – second subparagraph

In case of compliance with all those conditions, the market participant shall be deemed to have disclosed inside information made in the course of a market sounding in the normal exercise of a person’s employment, profession or duties for the purposes of Article 10(1). Where the market participant chooses not to comply with all the conditions set out in the first subparagraph, there shall be no presumption of unlawful disclosure.;

Amendment 245 #

Markus FERBER, Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1

An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3) where those steps are connected with bringing about a set of circumstances or an event.;

Amendment 246 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1

An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3) ~~where those steps are connected with bringing about a set of circumstances or an~~. In case of a protracted process, the issuer shall only be required to disclose the final event.;

Amendment 247 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) 596/2014
Article 17 – paragraph 1 – subparagraph 1

Amendment 248 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1

Amendment 249 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) No 596/2014
Article 17 – paragraphs 1a and 1b

~~(b) the following paragraphs 1a and 1b are inserted: ‘ 1a. empowered to adopt a~~ delegated act to set out and review, where necessary, a non- exhaustive list of relevant information and, for each information, the moment when the issuer can be reasonably expected to disclose it. 1b. confidentiality of the information which meets the criteria of inside information set out in Article 7 until that information is disclosed pursuant to paragraph 1. Where the confidentiality of that inside information is no longerThe Commission shall be An issuer shall ensured, the ~~issuer shall disclose that inside information to the public as soon as possible.; ’~~

Amendment 250 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) No 596/2014
Article 17 – paragraph 1a

~~1a. The Commission shall be empowered to adopt a~~ delegated ~~act to set out and review, where necessary, a non- exhaustive list of relevant information and, for each information, the moment when the issuer can be reasonably expected to disclose it.~~

Amendment 251 #

Markus FERBER

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) No 596/2014
Article 17 – paragraph 1b

1b. An issuer shall ensure the confidentiality of the information which meets the criteria of inside information set out in Article 7 until that information is disclosed pursuant to paragraph 1. ~~Where the confidentiality of that inside information is no longer ensured, the issuer shall disclose that inside information to the public as soon as possible.;~~

Amendment 252 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) 596/2014
Article 17 – paragraph 1b

Amendment 253 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014
Article 17 – paragraph 4

(c) paragraph 4 is replaced by the following: ‘ 4. An issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met: (a) prejudice the legitimate interests of the issuer or emission allowance market participant; (b) issuer intends to delay meets the following conditions: (i) the previous public announcement of the issuer on the matter to which the inside information refers to; (ii) issuer’s financial objectives are not likely to be met, where such objectives were previously publicly announced; (iii) market’s expectations, where such expectations are based on signals that the issuer has previously sent to the market, including interviews, roadshows or any other type of communication organised by the issuer or with its approval; (c) the issuer or emission allowance market participant is able to ensure the confidentiality of that information. Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the decision to delay is taken.; ’deleted immediate disclosure is likely to the inside information that the it is not materially different from it does not regard the fact that the it is not in contrast with the

Amendment 254 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014
Article 17 – paragraph 4

(c) paragraph 4 is replaced by the following: ‘ 4. An issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met: (a) prejudice the legitimate interests of the issuer or emission allowance market participant; (b) issuer intends to delay meets the following conditions: (i) the previous public announcement of the issuer on the matter to which the inside information refers to; (ii) issuer’s financial objectives are not likely to be met, where such objectives were previously publicly announced; (iii) market’s expectations, where such expectations are based on signals that the issuer has previously sent to the market, including interviews, roadshows or any other type of communication organised by the issuer or with its approval; (c) market participant is able to ensure the confidentiality of that information. Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the decision to delay is taken.; ’deleted immediate disclosure is likely to the inside information that the it is not materially different from it does not regard the fact that the it is not in contrast with the the issuer or emission allowance

Amendment 255 #

Erik POULSEN, Stéphanie YON-COURTIN

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation(EU) 596/2014
Article 17 – paragraph 4

Amendment 256 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014
Article 17 – paragraph 4 – subparagraph 2

Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the decision to delay is taken.;deleted

Amendment 257 #

Markus FERBER

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014
Article 17 – paragraph 4 – subparagraph 2

Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, ~~immediately~~at the latest three days after the decision to delay is taken.;

Amendment 258 #

Eva Maria POPTCHEVA, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c a (new)

Regulation(EU) 596/2014
Article 17 – paragraph 4a (new)

(c a) The following paragraph is inserted: 4a. ESMA shall develop draft regulatory standards to establish a non-exhaustive list of situations in which delay of disclosure of inside information is likely to mislead the public, as referred to in paragraph 4, point (b). ESMA shall submit those draft regulatory technical standards to the Commission by ...[18 months from date of the entry into force of this amending Regulation]. Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Amendment 259 #

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point f

Regulation (EU) No 596/2014
Article 17 – paragraph 11

~~(f) paragraph 11 is replaced by the following: ‘ 11. establish a non-exhaustive indicative list of the legitimate interests of issuers, as referred to paragraph 4, point (a).; ’~~deleted ESMA shall issue guidelines to

Amendment 260 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point 6

Regulation (EU) No 596/2014
Article 18

(6) Article 18 is amended as follows: (a) paragraph 1 is replaced by the following: ‘ 1. (a) due to the nature of their function or position within the issuer, have regular access to inside information (permanent insider list); (b) insider list in accordance with paragraph 4; and (c) to the competent authority as soon as possible upon its request.; ’ (b) 1b are inserted: ‘ 1a. behalf or on the issuer’s accountdeleted Issuers shall: draw up ~~its own~~a list of all persons having access to inside information that directly concerns that issuer. Paragraph 1, points (b) and (c), shall apply. 1b. paragraph 1, and where justified by specific national market integrity concerns, Member States may require issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years to draw up a list of all persons having access to inside information and working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, including advisers, accountants or credit rating agencies (full insider list). Paragraph 1, points (b) and (c), shall apply.; ’ (c) subparagraph is replaced by the following: ‘ Issuerswho, promptly update the permanent provide the permanent insider list the following paragraphs 1a and aAny person acting on their behalf or on their account shall request from the persons on the insider list the acknowledgement of their legal and regulatory duties entailed in a durable medium. Persons included in the insider list shall acknowledge their legal and regulatory duties in a durable medium without undue delays.; ’ (d) (e) following: ‘ 9. ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. ESMA shall submit those draft implementing technical standards to the Commission [by 9 months after the application/entering into force of this Regulation]. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.; ’ issuer’s By way of derogation from in paragraph 2, the first paragraph 6 is deleted; paragraph 9 is replaced by the

Amendment 261 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1

(a) paragraph 1 is replaced by the following: ‘ 1. Issuers shall: (a) due to the nature of their function or position within the issuer, have regular access to inside information (permanent insider list); (b) insider list in accordance wideleted draw up a list of all persons who, promptly update the permanent provide the p~~aragraph 4; and (c) to the competent authority as soon as possible upon its request.; ’~~ermanent insider list

Amendment 262 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1

~~(a) paragraph 1 is replaced by the following: ‘ 1. (a) due to the nature of their function or positi~~deleted Issuers shall: draw up a list of all persons w~~ithin the issuer, have regular access to inside information (permanent insider list); (b) insider list in accordance wi~~ho, promptly update the permanent provide the p~~aragraph 4; and (c) to the competent authority as soon as possible upon its request.; ’~~ermanent insider list

Amendment 263 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1

Amendment 264 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1 – introductory part

1. Issuers, and any person acting on their behalf or on their account, shall:

Amendment 265 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1 – point a

(a) draw up a list of all persons who~~, due to the nature of their function or position within the issuer, have regular access to inside information (permanent~~ have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list);

Amendment 266 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1 – point b

(b) promptly update the ~~permanent~~ insider list in accordance with paragraph 4; and

Amendment 267 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014
Article 18 – paragraph 1 – point c

Amendment 268 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b

Regulation (EU) No 596/2014
Article 18 – paragraphs 1a and 1b

(b) the following paragraphs 1a and 1b are inserted: ‘ 1a. behalf or on the issuer’s account shall draw up its own list of all persons having access to inside information that directly concerns that issuer. Paragraph 1, points (b) and (c), shall apply. 1b. paragraph 1, and where justified by specific national market integrity concerns, Member States may require issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years to draw up a list of all persons having access to inside information and working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, including advisers, accountants or credit rating agencies (full insider list). Paragraph 1, points (b) and (c), shall apply.; ’deleted Any person acting on the issuer’s By way of derogation from

Amendment 269 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b

Regulation (EU) No 596/2014
Article 18 – paragraphs 1a and 1b

Amendment 270 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b

Regulation (EU) No 596/2014
Article 18 – paragraph 1a and 1b

Amendment 271 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b

Regulation (EU) No 596/2014
Article 18 – paragraphs 1a and 1b

Amendment 272 #

Markus FERBER

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b

1a. Any person acting on the issuer’s behalf or on the issuer’s account shall draw up its own list of all persons having access to inside information that directly concerns that issuer. Paragraph 1, points (b) and (c), shall apply. 1b. paragraph 1, and where justified by specific national market integrity concerns, Member States may require issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years to draw up a list of all persons having access to inside information and working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, including advisers, accountants or credit rating agencies (full insider list). Paragraph 1, points (b) and (c), shall apply.;deleted By way of derogation from

Amendment 273 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point c

Regulation (EU) No 596/2014
Article 18 – paragraph 2 – subparagraph 1

(c) in paragraph 2, the first subparagraph is replaced by the following: ‘ Issuers and any person acting on their behalf or on their account shall request from the persons on the insider list the acknowledgement of their legal and regulatory duties entailed in a durable medium. Persons included in the insider list shall acknowledge their legal and regulatory duties in a durable medium without undue delays.; ’deleted

Amendment 274 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point c

Regulation (EU) No 596/2014
Article 18 – paragraph 2 – subparagraph 1

Amendment 275 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point d

Regulation (EU) No 596/2014
Article 18 – paragraph 6

~~(d) paragraph 6 is~~ deleted;

Amendment 276 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point d

Regulation (EU) No 596/2014
Article 17 – paragraph 6

~~(d) paragraph 6 is~~ deleted;

Amendment 277 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point d

Regulation (EU) No 596/2014
Article 18 – paragraph 6

~~(d) paragraph 6 is~~ deleted;

Amendment 278 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point d

Regulation (EU) No 596/2014
Article 18 – paragraph 6

~~(d) paragraph 6 is~~ deleted;

Amendment 279 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e

Regulation (EU) No 596/2014
Article 18 – paragraph 9

(e) paragraph 9 is replaced by the following: ‘ 9. ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. ESMA shall submit those draft implementing technical standards to the Commission [by 9 months after the application/entering into force of this Regulation]. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.; ’deleted

Amendment 280 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e

Regulation (EU) No 596/2014
Article 18 – paragraph 9 – subparagraph 1

ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets ~~to extend the use of such a format to all insider lists~~ referred to in paragraph~~s 1, 1a and 1b~~ 6.

Amendment 281 #

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e

Regulation (EU) No 596/2014
Article 18 – paragraph 9 – subparagraph 1

Amendment 282 #

Markus FERBER, Inese VAIDERE, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e

Regulation (EU) No 596/2014
Article 18 – paragraph 9

ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. The review shall be guided by the objective to reduce the content of insider lists to the minimum of information that is necessary to effectively identify the persons on the list and to reduce compliance costs for the issuers.

Amendment 283 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a – introductory part

Regulation (EU) No 596/2014
Article 19 – paragraph 8

(a) paragraphs 8 ~~and 9 are~~is replaced by the following:

Amendment 284 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a – introductory part

Regulation (EU) No 596/2014
Article 19 – paragraph 8

(a) paragraphs 8 ~~and 9 are~~is replaced by the following:

Amendment 285 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 8

8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 210 000 has been reached within a calendar year. The threshold of EUR 210 000 shall be calculated by adding without netting all transactions referred to in paragraph 1.

Amendment 286 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 8

Amendment 287 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – Paragraph 8

8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 205 000 has been reached within a calendar year. The threshold of EUR 205 000 shall be calculated by adding without netting all transactions referred to in paragraph 1. Thresholds for different securities shall be calculated separately.

Amendment 288 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 8

8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 20 000 has been reached within a calendar year. The threshold of EUR 20 000 shall be calculated by adding without netting all transactions referred to in paragraph 1. Once the threshold on the same securities has been reached, the calculation of the threshold shall restart from zero, and any subsequent transactions shall be summed up until a new threshold has been reached.

Amendment 289 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 9

9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 50 000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;deleted

Amendment 290 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 9

Amendment 291 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, Paul TANG, René REPASI

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 520 000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;

Amendment 292 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a a (new)

Regulation (EU) 596/2014
Article 19 – paragraph 9

~~9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 50 000 and shall inform ESMA of~~(a a) paragraph 9 its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;leted

Amendment 293 #

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point b

Regulation (EU) No 596/2014
Article 19 – paragraph 12 – point c

(c) where those transactions or trade activities do not imply active investment decisions by the person discharging managerial responsibilities, or result exclusively from external factors or third parties, or are the exercise of derivatives based on predetermined terms.;

Amendment 294 #