23 Amendments of Philippe DE BACKER related to 2015/0268(COD)
Amendment 187 #
Proposal for a regulation
Recital 35
Recital 35
(35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval, including, where applicable, the universal registration document and amendments thereto, where they have been previously filed with the competent authority but not approved. In the case of a frequent issuer, any amendments or supplements to the universal registration document should not need to be approved prior to publication, but instead should be able to be reviewed by the competent authority on an ex-post basis. That should not affect the investor's right of withdrawal following publication of the supplement.
Amendment 213 #
Proposal for a regulation
Recital 51
Recital 51
(51) Allowing issuers to incorporate by reference documents containing the information to be disclosed in a prospectus or a base prospectus — provided that the documents incorporated by reference have been previously published electronically— should facilitate the procedure of drawing up a prospectus and lower the costs for the issuers without endangering investor protection. However, this aim of simplifying and reducing the costs of drafting a prospectus should not be achieved to the detriment of other interests the prospectus is meant to protect, including the accessibility of the information. The language used for information incorporated by reference should follow the language regime applying to prospectuses. Information incorporated by reference may refer to historical data, however where this information is no longer relevant due to material change, this should be clearly stated in the prospectus and the updated information should also be provided. Furthermore, frequent issuers should be free to choose to incorporate any changes to the universal registration document by way of a dynamic reference in the prospectus. Such dynamic reference would ensure that the reader is always referred to the latest version of the universal registration document, without the need for a supplement. The use of a dynamic reference in place of a supplement should not affect the investor's right of withdrawal.
Amendment 214 #
Proposal for a regulation
Recital 52
Recital 52
(52) Any regulated information, as defined in Article 2(1)(k) of Directive 2004/109/EC, should be eligible for incorporation by reference in a prospectus. Issuers whose securities are traded on a multilateral trading facility, and issuers which are exempted from publishing annual and half-yearly financial reports pursuant to Article 8(1)(b) of Directive 2004/109/EC, should also be allowed to incorporate by reference in a prospectus all or part of their annual and interim financial information, audit reports, financial statements, management reports or corporate governance statements, subject to their electronic publication.
Amendment 216 #
Proposal for a regulation
Recital 53 a (new)
Recital 53 a (new)
(53a) ESMA should make an assessment of the design, financing and operation of a central workflow system in the context of Capital Markets Union together with the national competent authorities.
Amendment 273 #
Proposal for a regulation
Article 1 – paragraph 3 – point c
Article 1 – paragraph 3 – point c
(c) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer;
Amendment 302 #
Proposal for a regulation
Article 2 – paragraph 1 – point e a (new)
Article 2 – paragraph 1 – point e a (new)
(ea) 'retail investor' means an investor that is not a qualified investor.
Amendment 309 #
Proposal for a regulation
Article 2 – paragraph 1 – point l
Article 2 – paragraph 1 – point l
(l) ‘regulated information’ means all information as defined in Article 2(1)(k) of Directive 2004/109/EC; which the issuer, or any other person who has applied for admission to trading of securities to trading on a regulated market without the issuer's consent, is required to disclose under Directive 2004/109/EC or under the laws, regulations or administrative provisions of a Member State adopted under Article 3(1) of that Directive and under Articles 17 and 19 of Regulation (EU) No 596/2014;
Amendment 324 #
Proposal for a regulation
Article 2 – paragraph 1 – point o – introductory part
Article 2 – paragraph 1 – point o – introductory part
(o) ‘collective investment undertaking other than the closed-end type’' means unit trusts and investment companies with both of the following characteristics:
Amendment 385 #
Proposal for a regulation
Article 7 – paragraph 5 – introductory part
Article 7 – paragraph 5 – introductory part
5. The introduction of the summary shall contain the name of the securities, the identity and contact details of the issuer, the offerorincluding its legal entity identifier (LEI), the offeror including its LEI if the offeror has a legal personality or the person seeking admission, the identity and contact details of the home competent authority and the date of the document. It shall contain warnings that:
Amendment 392 #
Proposal for a regulation
Article 7 – paragraph 6 – point a – indent 1
Article 7 – paragraph 6 – point a – indent 1
- its domicile and legal form, the legislation under which it operates, its LEI and its country of incorporation;
Amendment 409 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
- their type and class, any security identificationtheir ISIN number, their currency, denomination, par value, the number of securities issued, the term of the securities;
Amendment 416 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c
Article 7 – paragraph 7 – subparagraph 1 – point c
(c) under a sub-section titled 'Is there a guarantee attached to the securities?' a brief description of the nature and scope of the guarantee, if any, as well as a brief description of the guarantor including its LEI.
Amendment 495 #
Proposal for a regulation
Article 15 – paragraph 4
Article 15 – paragraph 4
4. ESMA shall develop guidelines addressed to SMEpublish guidance for SMEs and mid-cap enterprises on how to draw up a prospectus under the format referred to in paragraph 2. The procedures set out in subparagraphs 2 to 4 of Article 16(3) of Regulation (EU) No 1095/2010 shall not, which SMEs and mid- cap enterprises may choose to apply.
Amendment 511 #
Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – introductory part
Article 18 – paragraph 1 – subparagraph 1 – introductory part
1. Information may be incorporated by reference in a prospectus or a base prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 25 and where it is contained in one of the following documentsfiled in the context of disclosure requirements of Union law or filed under the rules of the trading venue or SME growth market, for example:
Amendment 512 #
Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – point a
Article 18 – paragraph 1 – subparagraph 1 – point a
(a) documents which have been approved by thea competent authority of the home Member State, or filed with it, in accordance with this Regulation;
Amendment 514 #
Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 a (new)
Article 18 – paragraph 1 – subparagraph 1 a (new)
The above mentioned list shall be non- exhaustive.
Amendment 517 #
Proposal for a regulation
Article 19 – paragraph 5 – subparagraph 2 a (new)
Article 19 – paragraph 5 – subparagraph 2 a (new)
A frequent issuer shall not be required to obtain approval for amendments to the universal registration document. Where a prospectus has already been approved by the competent authority and a supplement is subsequently required to the universal registration document, without prejudice to the right of withdrawal under Article 22(2), a frequent issuer shall not be required to obtain approval from the competent authority for that supplement prior to publication.
Amendment 525 #
Proposal for a regulation
Article 20 – paragraph 3 – subparagraph 2 a (new)
Article 20 – paragraph 3 – subparagraph 2 a (new)
Without prejudice to the right of withdrawal in Article 22(2), frequent issuers, as referred to in Article 9(11), may choose to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement.
Amendment 529 #
Proposal for a regulation
Article 20 – paragraph 6
Article 20 – paragraph 6
6. At the latest from the beginning of the offer to the public or the admission to trading of the securities involved, ESMA shall publish all prospectuses received from the competent authorities on its website, including any supplements thereto, final terms and related translations where applicable, as well as information on the host Member State(s) where prospectuses are notified in accordance with Article 24. Publication shall be ensured through a storage mechanism providing the public with free of charge access and search functions. Key information contained in the prospectuses such as ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine readable also when using meta- data.
Amendment 550 #
Proposal for a regulation
Article 22 – paragraph 2 – subparagraph 1 a (new)
Article 22 – paragraph 2 – subparagraph 1 a (new)
Where an issuer chooses to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement pursuant to Article 20(3), that shall not affect the investor's right of withdrawal as set out in the first subparagraph.
Amendment 630 #
Proposal for a regulation
Article 36 – paragraph 2 – point a
Article 36 – paragraph 2 – point a
(a) a public statement indicating the natural person or the legal entity responsible and the nature of the infringement in accordance with Article 40;
Amendment 637 #
Proposal for a regulation
Article 44 (new)
Article 44 (new)
Article -44 Amendment to Directive 2014/65/EU Directive 2014/65/EU is amended as follows: In point (a) of Article 25(4) , the second subparagraph is replaced by the following: "For the purpose of this point a third- country market shall be considered to be equivalent to a regulated market if the requirements and the procedure laid down under the third and the fourth subparagraphs are fulfilled. On the request of the competent authority of a Member State, the Commission shall adopt equivalence decisions in accordance with the procedure referred to in Article43, stating whether the legal and supervisory framework of a third country ensures that a regulated market authorised in that third country complies with legally binding requirements which are, for the purpose of the application of point (a), equivalent to the requirements resulting from Regulation (EU) No 596/2014of the European Parliament and of the Council of 16 April 2013 on market abuse (market abuse regulation) , from Title III of this Directive, from Title II of Regulation(EU) No 600/2014and from Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, and which are subject to effective supervision and enforcement in that third country. That competent authority shall indicate why it considers that the legal and supervisory framework of the third country concerned is to be considered equivalent and shall provide relevant information to that end. Such a third-country legal and supervisory framework may be considered equivalent where that framework fulfils at least the following conditions: (i) the markets are subject to authorisation and to effective supervision and enforcement on an ongoing basis; (ii) the markets have clear and transparent rules regarding admission of securities to trading so that such securities are capable of being traded in a fair, orderly and efficient manner, and are freely negotiable; (iii) security issuers are subject to periodic and ongoing information requirements ensuring a high level of investor protection; and (iv) market transparency and integrity are ensured by the prevention of market abuse in the form of insider dealing and market manipulation."
Amendment 638 #
Proposal for a regulation
Article 44 – paragraph 3
Article 44 – paragraph 3