38 Amendments of Jonás FERNÁNDEZ related to 2015/0268(COD)
Amendment 137 #
Proposal for a regulation
Recital 3
Recital 3
(3) Disclosure of information in case of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by removing asymmetries of information between them and issuers. Harmonising this disclosure allows for the establishment of a cross-border passportaccreditation mechanism which facilitates the effective functioning of the internal market in a wide variety of securities.
Amendment 139 #
Proposal for a regulation
Recital 4
Recital 4
(4) Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the passportcertificate in the Union it is therefore likely that differences in Member States legislation would create obstacles to the smooth functioning of the internal market for securities. Therefore to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is therefore appropriate to lay down a regulatory framework for prospectuses at Union level.
Amendment 141 #
Proposal for a regulation
Recital 6
Recital 6
(6) The assessment of Directive 2010/73/EU has revealed that certain changes introduced by that Directive have not met their original objectives and that further amendments to the prospectus regime in the Union are necessary to simplify and improve its application, increase its efficiency and enhance the international competitiveness of the Union, thereby contributing to the reduction of administrative burdens without prejudice to the interests of investors and savers.
Amendment 144 #
Proposal for a regulation
Recital 9
Recital 9
(9) Non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States, by the European Investment bank, the European Stability Mechanism, the European Fund for Strategic Investments or any other European Union institution or agency should not be covered by this Regulation and thus should remain unaffected by this Regulation.
Amendment 146 #
Proposal for a regulation
Recital 11
Recital 11
(11) To ensure the approval and passportingaccreditation of the prospectus as well as the supervision of compliance with this Regulation in particular concerning advertising activity, a competent authority needs to be identified for each prospectus. Thus, this Regulation should clearly determine the home Member State best placed to approve the prospectus.
Amendment 151 #
Proposal for a regulation
Recital 12
Recital 12
(12) For offers of securities to the public of a consideration below EUR 500 000, the cost of producing a prospectus in accordance with this Regulation is likely to be disproportionate to the envisaged proceeds of the offer. It is therefore appropriate that the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale. Member States should refrain to impose at national level disclosure requirements which would constitute a disproportionate or unnecessary burden in relation to such offers and thus increase fragmentation of the internal market. However, the voluntary drawing up of a prospectus may be coupled with a European or national quality label.
Amendment 154 #
Proposal for a regulation
Recital 13
Recital 13
Amendment 162 #
Proposal for a regulation
Recital 14
Recital 14
(14) Where an offer of securities is addressed exclusively to a restricted circle of investors who are not qualified investors, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer, thus no prospectus should be required. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company. In this case, the voluntary drawing up of a prospectus shall not result in eligibility for a quality label.
Amendment 164 #
Proposal for a regulation
Recital 15
Recital 15
(15) Incentivising directors and employees to hold securities of their own company can have a positive impact on companies' governance and help create long-term value by fostering employees' dedication and sense of ownership, aligning the respective interests of shareholders and employees, and providing the latter with investment opportunities. Participation of employees in the ownership of their company is particularly important for small and medium-sized enterprises (SMEs), in which individual employees are likely to play a significant role in the success of the company. Therefore, there should be no requirement to produce a prospectus for offers made in the context of an employee- share scheme within the Union, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer, to safeguard investor protection. To ensure equal access to employee-share schemes for all directors and employees, independently of whether their employer is established in or outside the Union, no equivalence decision of third country markets should be required any longer, as long as the aforementioned document is made available. Thus, all participants in employee-share schemes will benefit from equal treatment and information. However, the voluntary drawing up of a prospectus may be coupled with a European or national quality label.
Amendment 165 #
Proposal for a regulation
Recital 18
Recital 18
(18) Issuers, offerors or persons asking for the admission to trading on a regulated market of securities which are not subject to the obligation to publish a prospectus should benefit from the single passportaccreditation where they choose to comply with this Regulation on a voluntary basis being eligible for a European or national quality label.
Amendment 226 #
Proposal for a regulation
Recital 59
Recital 59
(59) The obligation for an issuer to translate the full prospectus into all the relevant official languages discourages cross-border offers or multiple trading. To facilitate cross-border offers, where the prospectus is drawn up in a language that is customary in the sphere of international finance, only the summary should be translated in the official language(s) of the host or home Member State(s) of issue.
Amendment 227 #
Proposal for a regulation
Recital 60
Recital 60
(60) The competent authorityies of the hostother Member States should be entitled to receive a certificate from the competent authority of the home Member State where the issuer has his registered office which states that the prospectus has been drawn up in accordance with this Regulation. The competent authority of the home Member State where the issuer is domiciled should also notify the issuer or the person responsible for drawing up the prospectus of the certificate of approval of the prospectus that is addressed to the authority of the hostvalid in any Member State in order to provide the issuer or the person responsible for drawing up the prospectus with certainty as to whether and when a notification has actually been made.
Amendment 231 #
Proposal for a regulation
Recital 61
Recital 61
(61) In order to ensure that the purposes of this Regulation will be fully achieved, it is also necessary to include within its scope securities issued by issuers governed by the laws of third countries. Third country issuers drawing up a prospectus under this Regulation should appoint a representative among the entities which carry out activities that are regulated and supervised under EU financial services regulation, to serve as a contact point for the purposes of this Regulation. The representative should ensure compliance, jointly with the issuer, with the provisions of this Regulation. In order to ensure exchanges of information and cooperation with third-country authorities in relation to the effective enforcement of this Regulation, competent authoritiesthe ESMA should conclude cooperation arrangements with their counterparts in third countries. Any transfer of personal data carried out on the basis of those agreements should comply with Directive 95/46/EC and with Regulation (EC) No 45/2001 of the European Parliament and of the Council.
Amendment 249 #
Proposal for a regulation
Article 1 – paragraph 2 – point b
Article 1 – paragraph 2 – point b
(b) nNon-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States, by the European Investment Bank, the European Fund for Strategic Investments, the European Stability Mechanism or any other European Union institution or agency;
Amendment 250 #
Proposal for a regulation
Article 1 – paragraph 2 – point c
Article 1 – paragraph 2 – point c
(c) shares in the capital of central banks of the Member States, the European Central Bank, the European Investment Bank, the European Fund for Strategic Investments or any other European Union institution or agency;
Amendment 252 #
Proposal for a regulation
Article 1 – paragraph 2 – point d
Article 1 – paragraph 2 – point d
(d) securities unconditionally and irrevocably guaranteed by the European Union, a Member State or by one of a Member State's regional or local authorities;
Amendment 261 #
Proposal for a regulation
Article 1 – paragraph 2 – point i – introductory part
Article 1 – paragraph 2 – point i – introductory part
(i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 735 000 000 per credit institution over a period of 12 months, provided that those securities:
Amendment 310 #
Proposal for a regulation
Article 2 – paragraph 1 – point m – introductory part
Article 2 – paragraph 1 – point m – introductory part
(m) ‘home Member State’ means: where the issuer is domiciled, that is to say, where it has its registered office’ means: (This amendment applies throughout the text)
Amendment 322 #
Proposal for a regulation
Article 2 – paragraph 1 – point n
Article 2 – paragraph 1 – point n
(n) ‘host Member State of issue’ means the Member State where an offer to the public is made or admission to trading is sought, when different from the home Member State; where the issuer is domiciled; (This amendment applies throughout the text)
Amendment 326 #
Proposal for a regulation
Article 2 – paragraph 1 – point v a (new)
Article 2 – paragraph 1 – point v a (new)
(va) 'seal of quality': that given by ESMA or the competent authority to a particular issue where the issuer publishes a prospectus without being obliged to do so;
Amendment 327 #
Proposal for a regulation
Article 2 – paragraph 1 – point v b (new)
Article 2 – paragraph 1 – point v b (new)
(vb) 'European prospectus identification number': code drawn up by ESMA to identify prospectuses and assigned by the competent authorities;
Amendment 329 #
Proposal for a regulation
Article 3 – title
Article 3 – title
Obligation to publish a prospectus and exemption
Amendment 332 #
Proposal for a regulation
Article 3 – paragraph 2
Article 3 – paragraph 2
Amendment 347 #
Proposal for a regulation
Article 4 – paragraph 1
Article 4 – paragraph 1
Where an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of this Regulation as defined in Article 1, an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation. The voluntary drawing up of a prospectus may result in eligibility for a national quality label issued by the competent authority, or a European quality label issued by the ESMA.
Amendment 507 #
Proposal for a regulation
Article 17 – paragraph 2 – subparagraph 2
Article 17 – paragraph 2 – subparagraph 2
The competent authority shall submit a report to ESMA on a yearly basis regarding the information the omission of which it has authorised. The competent authority shall make that report public within five years at the latest of the date of the omission.
Amendment 526 #
Proposal for a regulation
Article 20 – paragraph 5 – subparagraph 3
Article 20 – paragraph 5 – subparagraph 3
The competent authority of the host Member State in which the issuer is registered shall publish information on all notifications received in accordance with Article 24 on its website.
Amendment 535 #
Proposal for a regulation
Article 20 – paragraph 12 – subparagraph 1 a (new)
Article 20 – paragraph 12 – subparagraph 1 a (new)
ESMA shall generate European identification numbers for the prospectuses, which shall be assigned by the competent authorities.
Amendment 569 #
Proposal for a regulation
Article 25 – paragraph 3 – subparagraph 1
Article 25 – paragraph 3 – subparagraph 1
Where an offer to the public is made or admission to trading on a regulated market is sought in more than one Member State including the home Member State in which the issuer has its registered office, the prospectus shall be drawn up in a language accepted by the competent authority of the homethat Member State, and shall also be made available either in a language accepted by the competent authorities of each hostthe other Member States where the offer to the public is being made or admission to trading sought, or in a language customary in the sphere of international finance, at the choice of the issuer, offeror, or person asking for admission to trading.
Amendment 570 #
Proposal for a regulation
Article 25 – paragraph 3 – subparagraph 2
Article 25 – paragraph 3 – subparagraph 2
The competent authority of each host Member State in which the issuer has its registered office may 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 571 #
Proposal for a regulation
Article 25 – paragraph 4 – subparagraph 2
Article 25 – paragraph 4 – subparagraph 2
When the final terms are communicated to the competent authority of the host Member State in which the issuer has its registered office or, where there is more than one host Member State in which the issue is being made, to the competent authorities of the host Member States concerned, the final terms and the summary of the individual issue annexed thereto, shall be subject to the language requirements set out in this Article.
Amendment 573 #
Proposal for a regulation
Article 26 – paragraph 1
Article 26 – paragraph 1
1. A third country issuer intending to offer securities to the public in the Union or to seek admission to trading of securities on a regulated market of the Union under a prospectus drawn up according to this Regulation shall obtain approval of its prospectus, in accordance with Article 19, from the competent authority of its homthe Member State in which the issue is to be made, as determined under point (iii) of Article 2(1)(m). This prospectus and the third country issuer shall be subject to all the provisions of this Regulation under the supervision of the competent authority of the homeat Member State.
Amendment 580 #
Proposal for a regulation
Article 26 – paragraph 2
Article 26 – paragraph 2
2. The third country issuer shall designate a representative established in its homthe Member State in which the issue is being made, among the entities which are subject to and supervised under EU financial services regulation, on the basis of an authorisation. The third country issuer shall notify the competent authority of the identity and contact details of its representative.
Amendment 589 #
Proposal for a regulation
Article 27 – paragraph 1
Article 27 – paragraph 1
1. The competent authority of the home Member State ofin which the issue is being made on behalf of an issuer registered in a third country issuer may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national legislation of the third country issuer, where the information requirements imposed by that third country legislation are equivalent to the requirements under this Regulation.
Amendment 593 #
Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1
Article 28 – paragraph 1 – subparagraph 1
For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member StatesESMA shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in third countries and the enforcement of obligations arising under this Regulation in third countries. Those cooperation arrangements shall ensure at least an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.
Amendment 595 #
Proposal for a regulation
Article 28 – paragraph 2 – subparagraph 1
Article 28 – paragraph 2 – subparagraph 1
Amendment 596 #
Proposal for a regulation
Article 28 – paragraph 3
Article 28 – paragraph 3
3. The competent authoritiesESMA shall conclude cooperation arrangements on exchange of information with the supervisory authorities of third countries only where the information disclosed is subject to guarantees of professional secrecy which are at least equivalent to those set out in Article 33. Such exchange of information must be intended for the performance of the tasks of those competent authorities.
Amendment 597 #
Proposal for a regulation
Article 29 – paragraph 1 – subparagraph 1
Article 29 – paragraph 1 – subparagraph 1
Each Member State shall designate aSMA is the single competent administrative authority responsible for carrying out the duties resulting from this Regulation and for ensuring that the provisions adopted pursuant to this Regulation are applied. Member States shall inform the Commission, ESMA and the other competent authorities of other Member States accordingly.(References to the CA and the national authorities in question in the rest of the text are to be adapted.)
Amendment 635 #
Proposal for a regulation
Article 40 – paragraph 4 a (new)
Article 40 – paragraph 4 a (new)
4a. All decisions shall, in all events, be made public within five years at the latest of their being taken.