8 Amendments of Alain LAMASSOURE related to 2015/0268(COD)
Amendment 191 #
Proposal for a regulation
Recital 40
Recital 40
(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on such elements as the terms of the offer and its context, including the working capital statementa structured and synthetic presentation of recent ongoing information, the working capital statement, the statement of capitalisation and indebtedness, the use of proceeds, material risk factors specific to the issuer and the securities, board practices, directors’' remuneration, shareholding structure or relating-party transactions. As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).
Amendment 220 #
Proposal for a regulation
Recital 56
Recital 56
(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and. Without prejudice to the passport mechanism under this Regulation, the supervision of such advertisements is an integral part of the role of the competent authoritiesy of the host Member States, considering their linguistic competences and better knowledge of local corporate and consumer laws, investors' culture and level of financial education.
Amendment 268 #
Proposal for a regulation
Article 1 – paragraph 3 – point b
Article 1 – paragraph 3 – point b
(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;
Amendment 317 #
Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii
Article 2 – paragraph 1 – point m – point ii
(ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non- equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission. The same shall apply to non-equity securities in a currency other than euro, provided that the value of such minimum denomination is nearly equivalent to EUR 1 000;
Amendment 465 #
Proposal for a regulation
Article 14 – paragraph 2
Article 14 – paragraph 2
2. By derogation to aArticle 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuer, in particular the working capital statement and the disclosure of indebtedness and capitalisation. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision. The ongoing information shall be presented in a structured and synthetic form.
Amendment 467 #
Proposal for a regulation
Article 14 – paragraph 3 – subparagraph 1
Article 14 – paragraph 3 – subparagraph 1
The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the minimum disclosure regime, taking into account the information which is already disclosed to the public under Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014, provided that ongoing information remains consolidated and well-structured for comprehensibility purposes.
Amendment 537 #
Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1
Article 21 – paragraph 5 – subparagraph 1
5. The competent authority of the homest Member State shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.
Amendment 543 #
Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1 a (new)
Article 21 – paragraph 5 – subparagraph 1 a (new)
Where necessary, the home Member State shall assist the competent authority where the advertisements are disseminated with assessing the consistency of the advertisements with the information in the prospectus. Where necessary, the home Member State shall provide assistance to the competent authority of the host Member State in order to assess the consistency of the advertisements with the information provided in the prospectus.