29 Amendments of Maria GRAPINI related to 2015/0268(COD)
Amendment 22 #
Proposal for a regulation
Recital 1
Recital 1
(1) This Regulation constitutes an essential step towards the completion of the Capital Markets Union as set out in the Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions, entitled 'Action Plan on Building a Capital Markets Union' of 30 September 2015. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union (hereinafter 'the Union'), make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs., in particular for SMEs;
Amendment 24 #
Proposal for a regulation
Recital 7
Recital 7
(7) The aim of this Regulation is to ensure investor protection and market efficiency, while enhancing the single market for capital and facilitating the access of SMEs to it. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets. The appropriate way to make this information available is to publish a prospectus.
Amendment 30 #
Proposal for a regulation
Recital 22
Recital 22
(22) The summary of the prospectus should be a useful source of information for investors, in particular retail investors and SMEs. It should be a self-contained part of the prospectus and should focus on key information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. Such key information should convey the essential characteristics of, and risks associated with, the issuer, any guarantor, and the securities offered or admitted to trading on a regulated market. It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 31 #
Proposal for a regulation
Recital 24
Recital 24
(24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided, with indicative contents, which the issuer should fill in with brief, narrative descriptions including figures where appropriate. As long as they present it in a fair and balanced way, issuers should be given discretion to select the information that they deem to be material and meaningful.
Amendment 32 #
Proposal for a regulation
Recital 33
Recital 33
(33) An issuer which has filed and received approval for a universal registration document for threefour consecutive years can be considered well- known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.
Amendment 37 #
Proposal for a regulation
Recital 49
Recital 49
(49) Omission of sensitive information in a prospectus should be allowed in certain circumstances by means of a derogation granted by the competent authority in order to avoid detrimental situations for an issuer, provided that the omission of such information is not likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor.
Amendment 39 #
Proposal for a regulation
Recital 58 a (new)
Recital 58 a (new)
(58a) The time-limits within which an issuer must publish a supplement to the prospectus and within which investors have a right to withdraw their acceptance of the offer following the publication of a supplement should be the same in order to assure impartiality.
Amendment 40 #
Proposal for a regulation
Recital 64
Recital 64
(64) For the purpose of detecting infringements of this Regulation, it is necessary for competent authorities to be able to access sites other than the private residences of natural persons in order to seize documents. The access to such premises is necessary when there is reasonable suspicion that documents and other data related to the subject matter of an inspection or investigation exist and may be relevant to prove an infringement of this Regulation, without violating property rights and field specific legislation. Additionally the access to such premises is necessary where: the person to whom a demand for information has already been made fails to comply with it; or where there are reasonable grounds for believing that if a demand were to be made, it would not be complied with, or that the documents or information to which the information requirement relates, would be removed, tampered with or destroyed.
Amendment 43 #
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 1520 natural or legal persons per Member State, other than qualified investors;
Amendment 47 #
Proposal for a regulation
Article 1 – paragraph 3 – point d
Article 1 – paragraph 3 – point d
(d) an offer of securities with a total consideration in the Union of less than EUR 5400 000, which shall be calculated over a period of 12 months;
Amendment 49 #
Proposal for a regulation
Article 1 – paragraph 4 – point c
Article 1 – paragraph 4 – point c
(c) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, where the issuing of such shares does not involve any increase in the issued capital;, and providing that those shares have the same characteristics as the ones they replace.
Amendment 54 #
Proposal for a regulation
Article 3 – paragraph 2 – point b
Article 3 – paragraph 2 – point b
(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 108 000 000.
Amendment 59 #
Proposal for a regulation
Article 5 – paragraph 2
Article 5 – paragraph 2
No additional prospectus shall be required in any such subsequent resale of securities or final placement of securities through financial intermediaries as long as a valid prospectus is available in accordance with Article 12 and Article 22 and the issuer or the person responsible for drawing up such prospectus consents to its use by means of a written agreement.
Amendment 60 #
Proposal for a regulation
Article 6 – paragraph 1
Article 6 – paragraph 1
1. Without prejudice to Article 14(2) and Article 17(2), the prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, andthree years financial prospjections of the issuer and of any guarantor, and of the rights attaching to such securities. That information shall be presented in an easily analysable, succinct and comprehensible form.
Amendment 63 #
Proposal for a regulation
Article 7 – paragraph 2
Article 7 – paragraph 2
2. The content of the summary shall be accurate, fair, clear and not misleading and containing all relevant information. It shall be consistent with the other parts of the prospectus.
Amendment 64 #
Proposal for a regulation
Article 7 – paragraph 3 – introductory part
Article 7 – paragraph 3 – introductory part
3. The summary shall be drawn up as a short document written in a concise manner and of a maximum of sixeight sides of A4-sized paper when printed. It shall:
Amendment 68 #
Proposal for a regulation
Article 7 – paragraph 5 – point d
Article 7 – paragraph 5 – point d
(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.
Amendment 70 #
Proposal for a regulation
Article 7 – paragraph 6 – point c
Article 7 – paragraph 6 – point c
(c) under a sub-section titled 'What are the key risks that are specific to the issuer?' a brief and clear description of no more than fiveten of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.
Amendment 72 #
Proposal for a regulation
Article 7 – paragraph 7 – point d
Article 7 – paragraph 7 – point d
(d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief and clear description of no more than fiveten of the most material risk factors specific to the securities, contained in the category of highest materiality according to Article 16.
Amendment 73 #
Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2
Article 9 – paragraph 2 – subparagraph 2
After the issuer has had a universal registration document approved by the competent authority every financial year for threefour consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval.
Amendment 74 #
Proposal for a regulation
Article 11 – paragraph 2 – subparagraph 2
Article 11 – paragraph 2 – subparagraph 2
However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of the summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.
Amendment 79 #
Proposal for a regulation
Article 15 – paragraph 2
Article 15 – paragraph 2
2. Companies making use of the minimum disclosure regime referred to in paragraph 1 and offering shares or non- equity securities which are not subordinated, convertible or exchangeable, do not give a right to subscribe to or acquire other types of securities and are not linked to a derivative instrument, shall be entitled to draw up a prospectus under a format structured in the form of a questionnaire with standardised text, that is additional to the summary, to be filled in by the issuer. For this purpose, both the specific registration document and the specific securities note shall be structured in that form.
Amendment 86 #
Proposal for a regulation
Article 16 – paragraph 1
Article 16 – paragraph 1
1. The risk factors featured in a prospectus shall be limited toinclude all risks which are specific to the issuer and/or the securities and are material for taking an informed investment decision, as corroborated by the content of the registration document and the securities note. They shall be allocated across a maximum of three distinct categories which shall differentiate them by their relative materiality based on the issuer's assessment of the probability of their occurrence and the expected magnitude of their negative impact.
Amendment 87 #
Proposal for a regulation
Article 16 – paragraph 1 a (new)
Article 16 – paragraph 1 a (new)
1a. In order to ensure transparency and compatibility of the prospectus, risk factors shall be presented through a clear graphic which would enable investors to take more informed decisions. The design of this graphic shall be adopted by the Commission through a delegated act in accordance with Articles 13 and 42.
Amendment 91 #
Proposal for a regulation
Article 19 – paragraph 3 – subparagraph 1
Article 19 – paragraph 3 – subparagraph 1
The time limit referred to in paragraph 2 shall be extended to 2015 working days where the offer to the public involves securities issued by an issuer which does not have any securities admitted to trading on a regulated market and who has not previously offered securities to the public.
Amendment 92 #
Proposal for a regulation
Article 19 – paragraph 3 – subparagraph 2
Article 19 – paragraph 3 – subparagraph 2
The time limit of 2015 working days shall only be applicable for the initial submission of the draft prospectus. Where subsequent submissions are necessary according to paragraph 4, the time limit of paragraph 2 shall apply.
Amendment 98 #
Proposal for a regulation
Article 22 – paragraph 2
Article 22 – paragraph 2
2. Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within twofour working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 arose before the final closing of the offer to the public 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 100 #
Proposal for a regulation
Article 25 – paragraph 2 – subparagraph 2
Article 25 – paragraph 2 – subparagraph 2
The competent authority of each host Member State mayshall require that the summary referred to in Article 7 be translated into its official language or languages, but it shall not require the translation of any other part of the prospectus.
Amendment 103 #
Proposal for a regulation
Article 39 – paragraph 4 a (new)
Article 39 – paragraph 4 a (new)
4 a. Member States shall take all necessary measures to ensure optimal reporting procedures regarding breaches of the this Regulation.