19 Amendments of Isabel BENJUMEA BENJUMEA related to 2022/0411(COD)
Amendment 111 #
Proposal for a regulation
Recital 8
Recital 8
(8) To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 125 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.
Amendment 113 #
Proposal for a regulation
Recital 8
Recital 8
(8) Having a wide range of exemption thresholds across Member States has created barriers for cross-border activity and the development of the Capital Markets Union. To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 12 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.
Amendment 115 #
Proposal for a regulation
Recital 16
Recital 16
Amendment 118 #
Proposal for a regulation
Recital 16
Recital 16
(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision and also representing a significant cost for companies, especially SMEs, that are offering securities to the public or seeking admission to trading on a regulated market. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary toas well as reduce costs for companies, especially SMEs, it is necessary to simplify the prospectus and set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.
Amendment 125 #
Proposal for a regulation
Recital 34
Recital 34
(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers and comes with a high degree of uncertainty. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.
Amendment 154 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point b – point i
Article 1 – paragraph 1 – point 1 – point b – point i
Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da
Article 1 – paragraph 4 – point da
(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 450 % of the number of securities already admitted to trading on the same market;
Amendment 172 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) 2017/1129
Article 3 – Paragraph 2 – subparagraph 1 – point b
Article 3 – Paragraph 2 – subparagraph 1 – point b
(b) the total aggregated consideration in the Union for the securities offered is less than EUR 125 000 000 per issuer or offeror calculated over a period of 12 months.
Amendment 179 #
Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c
Article 1 – paragraph 1 – point 6 – point c
Regulation (EU) 2017/1129
Article 6 – paragraph 4
Article 6 – paragraph 4
4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be of maximum length of 300 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 206 #
Proposal for a regulation
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Regulation (EU) 2017/1129
Article 14b – paragraph 3
Article 14b – paragraph 3
3. The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially retail investors, to make an informed investment decision, taking into account the regulated information that has already been disclosed 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*3.
Amendment 207 #
Proposal for a regulation
Article 1 – paragraph 1 – point 12
Article 1 – paragraph 1 – point 12
Regulation (EU) 2017/1129
Article 14b – paragraph 5
Article 14b – paragraph 5
5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 50 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 213 #
Proposal for a regulation
Article 1 – paragraph 1 – point 14
Article 1 – paragraph 1 – point 14
Regulation (EU) 2017/1129
Article 15a – paragraph 5
Article 15a – paragraph 5
5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 75 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 238 #
Proposal for a regulation
Article 1 – paragraph 1 – point 20 – point e
Article 1 – paragraph 1 – point 20 – point e
Regulation (EU) 2017/1129
Article 23 – paragraph 4a
Article 23 – paragraph 4a
4a. A supplement to a base prospectus shall not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus unless this is required by legal necessities.;
Amendment 246 #
Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a
Article 2 – paragraph 1 – point 5 – point a
Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1
Article 17 – paragraph 1 – subparagraph 1
An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3) where those steps are connected with bringing about a set of circumstances or an. In case of a protracted process, the issuer shall only be required to disclose the final event.;
Amendment 282 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point e
Article 2 – paragraph 1 – point 6 – point e
Regulation (EU) No 596/2014
Article 18 – paragraph 9
Article 18 – paragraph 9
ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. The review shall be guided by the objective to reduce the content of insider lists to the minimum of information that is necessary to effectively identify the persons on the list and to reduce compliance costs for the issuers.
Amendment 287 #
Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a
Article 2 – paragraph 1 – point 7 – point a
Regulation (EU) No 596/2014
Article 19 – Paragraph 8
Article 19 – Paragraph 8
8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 205 000 has been reached within a calendar year. The threshold of EUR 205 000 shall be calculated by adding without netting all transactions referred to in paragraph 1. Thresholds for different securities shall be calculated separately.
Amendment 327 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex I – Title IV
Annex I – Title IV
The purpose of this section is to provide the option to incorporate by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.
Amendment 328 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex I – Title VI
Annex I – Title VI
The purpose is to describe the main risks faced by the issuer and their impact on the issuer’s future performance, as well as the main risks which are specific to the securities offered to the public or to be admitted to trading on a regulated market.
Amendment 329 #
Proposal for a regulation
Annex I
Annex I
Regulation (EU) 2017/1129
Annex II – Title III
Annex II – Title III
The purpose of this section is to provide the option to incorporate by reference the management reports and consolidated management reports as referred to in Article 4 of Directive 2004/109/EC, where applicable, and in Chapters 5 and 6 of Directive 2013/34/EU, for the periods covered by the historical financial information including, where applicable, the sustainability reporting.
Amendment 337 #
Proposal for a regulation
Annex II
Annex II
The management report as referred to in Chapters 5 and 6 of Directive 2013/34/EU for the periods covered by the historical financial information including, where applicable, the sustainability reporting, mustay be incorporated by reference.