Activities of Alfred SANT related to 2020/0155(COD)
Shadow reports (1)
REPORT on the proposal for a regulation of the European Parliament and of the Council amending Regulation (EU) 2017/1129 as regards the EU Recovery prospectus and targeted adjustments for financial intermediaries to help the recovery from the COVID-19 pandemic
Amendments (17)
Amendment 27 #
Proposal for a regulation
Recital 2
Recital 2
(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while taking full account of how the crisis has affected the present situation and the future prospects of economic and financial entities specifically as a result of the health emergency. _________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
Amendment 33 #
Proposal for a regulation
Recital 4
Recital 4
(4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that while also addressing the economic and financial issues specifically raised by the COVID-19 pandemic is easy to produce for issuers, easy to understand for investors, especially for retail investors, who want to finance them and easy to scrutinise and approve for competent authorities.
Amendment 37 #
(5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the Council16 or Commission Delegated Regulation (EU) 2017/56517 . Hence, many of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances and should only focus on essential information that investors need to make informed investment decisions, while also addressing the question regarding how the COVID-19 pandemic has affected the business since the primary issuance was launched and the pandemic’s future anticipated impact on the business activities. _________________ 15Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1). 16 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38). 17Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).
Amendment 39 #
Proposal for a regulation
Recital 7
Recital 7
(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. That key information in the summary should include information covering specifically the economic and financial impact of COVID-19 as well as the anticipated future impact.
Amendment 56 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point b
Article 7 – paragraph 12a – point b
(b) written in a language and a style that facilitate the understanding of the information, in particular, in a language that is clear, non-technical, concise and comprehensible for investors, especially non-professional investors.
Amendment 59 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (ii)
Article 7 – paragraph 12a – point c – subparagraph (ii)
(ii) key information on the issuer, including a specific reference of no less than 400 words to the economic and financial impact of the COVID-19 pandemic;
Amendment 62 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (iv)
Article 7 – paragraph 12a – point c – subparagraph (iv)
(iv) key information on the offer of securities to the public or the admission to trading on a regulated market or both, including key information on the past dividend policy.;
Amendment 63 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) 2017/1129
Article 14a – paragraph 1
Article 14a – paragraph 1
1. The following issuers may choose to draw up an EU Recovery prospectus under the simplified regime set out in this Article in case of an offer of sharequity securities to the public or an admission to trading of shares on a regulated market:
Amendment 64 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (UE) 2017/1129
Article 14a – paragraph 1– point a
Article 14a – paragraph 1– point a
(a) issuers whose shares have been admitted to trading on a regulated market continuously for at least the last 18 months and who issue sharequity securities fungible with existing shares which have been previously issued;
Amendment 66 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (UE) 2017/1129
Article 14a – paragraph 1 – point b
Article 14a – paragraph 1 – point b
(b) issuers whose shares have been already traded on an SME Growth market continuously for at least the last 18 months, provided that a prospectus has been published for the offer of those sharequity securities, and who issue sharequity securities fungible with existing sharequity securities which have been previously issued.
Amendment 69 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (a)
Article 14a – paragraph 2 – subparapgraph 1 – point (a)
(a) the prospects of the issuer and the significant changes in the financial position of the issuer that have occurred since the end of the last financial year, if any; there shall be included a specific reference of not less than 400 words to the economic and financial impact of COVID-19 on the issuer and a statement regarding the anticipated future impact of same;
Amendment 72 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (b)
Article 14a – paragraph 2 – subparapgraph 1 – point (b)
(b) the essential information on the sharequity securities, the reasons for the issuance and its impact on the overall capital structure of the issuer, and the use of proceeds.
Amendment 75 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation 2017/1129
Article 14a – paragraph 2 – subparagraph 2
Article 14a – paragraph 2 – subparagraph 2
The information contained in the EU Recovery prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially non-professional investors, to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565.
Amendment 84 #
Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b
Article 1 – paragraph 1 – point 7 – point b
Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2
Article 23 – paragraph 3 – subparagraph 2
Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within one working day after the publication of the supplement. To avoid situations where an investor would not qualify to receive information from the financial intermediary, the information on the supplement shall be made available on the issuer’s website.;
Amendment 90 #
Proposal for a regulation
Article 1 – paragraph 1 – point 8
Article 1 – paragraph 1 – point 8
Regulation (EU) 2017/1129
Article 47a – paragraph 1
Article 47a – paragraph 1
The regimes set out in Article 14a and Article 23 (2) and (3) expires on [18 months from the date of application of this Regulation].
Amendment 95 #
Proposal for a regulation
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
(b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it. The analysis shall focus on the way by which references to the present and future financial and economic impact of the COVID-19 pandemic in EU Recovery prospectuses proved to be relevant and useful to investors;
Amendment 98 #
Proposal for a regulation
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
Regulation (UE) 1129/2017
Article 48 – paragraph 2 – point c
Article 48 – paragraph 2 – point c
(c) the number of EU Recovery prospectuses approved and an analysis of the evolution of such number as well as an estimate of the actual additional market capitalisation mobilised by such prospectuses at the point of issue;