BETA

Activities of Ernest URTASUN related to 2020/0155(COD)

Shadow reports (1)

2020/11/19
Committee: ECON
Dossiers: 2020/0155(COD)
Documents: PDF(272 KB) DOC(96 KB)
Authors: [{'name': 'Ondřej KOVAŘÍK', 'mepid': 118949}]

Amendments (30)

Proposal for a regulation
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. The amendments should remain in line with the overarching objectives of Regulation (EU) 2017/1129 to ensure consumer and investor protection and the proper functioning of the internal market. _________________ 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).

2020/11/03
Committee: ECON

Proposal for a regulation
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 sustainable 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 is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities.

2020/11/03
Committee: ECON

Proposal for a regulation
Recital 4 a (new)

(4 a) As the Union is also increasingly faced with the catastrophic and unpredictable consequences of climate change, resource depletion and other sustainability-related challenges, urgent action is needed to mobilise capital to finance companies that follow good practices and respect the precautionary principle of ‘do no significant harm’ as well as minimum social safeguards, so that sustainability objectives are not significantly undermined due to their economic activities. In order to ensure that the new measures to help the recovery process also contribute towards achieving the goals of the European Green Deal and the Sustainable Finance Strategy and are in line with the Union climate and environmental objectives, it is important that the EU Recovery prospectus contains the essential information for investors on any risks of the issuer or the shares, that may negatively affect sustainability factors, as well as information on how the issuer integrates environmental, social and governance (ESG) factors in its business strategy.

2020/11/03
Committee: ECON

Proposal for a regulation
Recital 4 b (new)

(4 b) Information by companies on environmental, social and governance (ESG) matters have become increasingly relevant for investors in order to measure the sustainability impacts of their investments and integrate sustainability considerations in their investment decisions. Companies face increasing pressure in the market to respond to demands from both investors and credit institutions for more sustainability related information. Therefore, issuers should be required to disclose key information regarding how sustainability matters are integrated in their business strategy and their objectives in the context of the recovery and ecological transition, including whether they have adopted green transition plans.

2020/11/03
Committee: ECON

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

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

1. Without prejudice to Articles 14(2), 14a(2) and 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:;

2020/11/03
Committee: ECON

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

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

1 a. in the first subparagraph of Article 6, the following point 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."

2020/11/03
Committee: ECON

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

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

(b a) available in the official language or at least one of the official languages of the host Member State, or in another language accepted by the competent authority of the host Member State;

2020/11/03
Committee: ECON

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

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

(i) an introduction, containing warnings and the date of approval of the prospectus as laid down in paragraph 5 of this Article;

2020/11/03
Committee: ECON

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (ii)

(ii) key information on the issuer as laid down in paragraph 6 of this Article;

2020/11/03
Committee: ECON

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (iii)

(iii) key information on the s~~ecurities;~~ hares, including their type, class, the rights attached to them and any limitations thereon, as well as the long-term past performance of the market price of the shares and dividend yields, if any;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 4

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparagraph 1 – point (a)

(a) the prospects and performance 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, as well as its long term business strategy and objectives, both financial and non-financial, in the context of the recovery and ecological transition;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 4

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (b)

(b) the essential information on the shares, the rights attached to them, including any limitations of those rights, and procedure for the exercise of those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, the disclosure of capitalisation and indebtedness, a working capital statement and the use of proceeds.;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 4

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point b a (new)

(b a) a concise summary of the key information disclosed under the Transparency Directive, Non-Financial Reporting Directive and the Market Abuse Regulation and the references to those.

2020/11/03
Committee: ECON

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

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

6a. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and in paragraph 4 shall be reduced to five working days for an EU Recovery prospectus drawn up in accordance with Article 14a. The issuer shall inform the competent authority at least five working days before the date envisaged for the submission of an application for approval. The time limit set out in the first subparagraph can be extended by five additional working days where the competent authority notifies to the issuer and ESMA that more time is required;

2020/11/03
Committee: ECON

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

Regulation (EU) 2017/1129
Article 21 – paragraph 5a

5a. An EU Recovery prospectus drawn up in accordance with Article 14a shall be published in searchable electronic format in accordance with this Article, where applicable, and classified in the storage mechanism referred to in paragraph 6 of this Article. The data used for the classification of prospectuses drawn up in accordance with Article 14 may be used for the classification of EU Recovery prospectuses drawn up in accordance with Article 14a, provided that the two types of prospectuses are differentiated in that storage mechanism.;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point d

(d) the break down of costs of preparing and having an EU Recovery prospectus approved compared to the ~~current~~ costs for a regular prospectus, together with an indication of ~~the overall financial savings achiev~~which costs may be reduced;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e

(e) an analysis of ~~whether the~~the impact of EU Recovery prospectuses ~~strikes a proper balance betwee~~on investor protection and on the ~~reduction of administrative burden for the persons entitled to use it.~~accessibility of essential information for investments;

2020/11/03
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 9 a (new)

Regulation (EU) 2017/1129
Article 48 – paragraph 4 a (new)

(9 a) in Article 48, the following paragraph is added: 4 a. By 31 December 2021, the Commission shall review the disclosure regimes set out by this Regulation in light of potential regulatory developments in the Union legislation related to non financial reporting and sustainability related criteria and make the necessary proposals, as appropriate, in order to bring those in line with the relevant legislation and the criteria set out in Regulation 2020/852 [Taxonomy Regulation], taking into account in particular the need to ensure standardised and comparable sustainability-related information disclosed by listed companies in the EU and to move towards an integrated approach for reporting of financial and non-financial information.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section III

The purpose is to describe the most material risks that are specific to the issuer and the shares. The description shall include risks that may have an adverse impact on factors, including environmental, social and governance factors, if any.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IV

FThe EU Recovery prospectus shall include the financial statements (annual and half- yearly) ~~are required to be published~~ covering the period of 12 months prior to the approval of the EU Recovery prospectus. Where both annual and half- yearly financial statements have been published, only the annual statements shall be required where they postdate the half- yearly financial statements.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I Regulation (EU) 2017/1129

IV a. Business strategy and objectives The purpose is to include a description of: (a) the long-term business strategy and financial and non-financial objectives of the issuer in the context of the recovery and the ecological transition, including a reference to decarbonisation plans if any; (b) the issuer’s material investments made since the date of the last published financial statements and which are in progress; (c) the development and performance of the issuer’s business and of its position including both financial and non- financial Key Performance Indicators relevant to the particular business.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII

VII. ~~Where and when to subscribe~~Essential information on the shares

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII

The purpose is to provide ~~the international security identification number (‘ISIN’) and other essential information about the shares offered to the public and to provide information about~~essential information about the shares offered to the public: (a) the international security identification number (‘ISIN’); (b) the rights attached to the shares, the procedure for the exercise of those rights and any limitations of those rights; (c) the past performance of the market price of the shares and dividend yields, if any; (d) where the shares can be subscribed as well as on the time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new shares.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII a

VII a. Dividend policy A description of the issuer’s policy on dividend distributions, including any restrictions thereon, if any, and on share repurchases.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII b

VII b. Remuneration policy A short description of the issuer’s remuneration policy, including all benefits awarded to individual directors and executives, the total remuneration split out by the fixed and variable component, the number of shares and share options granted or offered.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII a

VIII a. Receipt of state aid support The purpose is to provide information as to whether the issuer has benefited from state aid in whatever form in the context of the recovery and the purpose, type of instrument and amount of the aid received and conditions attached to it, if any.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IX

The purpose is to provide information on the issuer’s capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) and information as to whether or not the working capital is sufficient for the issuer’s present requirements ~~or, if not,~~If there is insufficient capital, a clear description of how the issuer proposes to provide the additional working capital needed is required.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section X

The purpose is to provide information about interest, including any conflicts of interest related to the issuance, detailing the natural and legal persons involved and the nature of the interest.

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section XI

XI. SDilution and shareholding after the issuance

2020/11/03
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section XI

The purpose is to provide information about the ~~participa~~dilution in share capital and voting rights that existing shareholders of the issuer will experience after the capital increase as a result~~ing from the offer to~~ of the public. offer.”.

2020/11/03
Committee: ECON