BETA

29 Amendments of Pascal ARIMONT related to 2015/0268(COD)

Proposal for a regulation
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 re~~mov~~ducing asymmetries of information between them and issuers. Harmonising this disclosure allows for the establishment of a cross-border passport mechanism which facilitates the effective functioning of the internal market in a wide variety of securities.

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 12

(12) For offers of securities to the public ~~of a~~with a total consideration ~~below~~in the Union of less than EUR 51 000 000, 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~~can request issuers to provide a document, not subject to prior approval, describing the offer and setting out the general information relating to the issuer. Member States should however refrain tofrom imposeing 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.

2016/04/27
Committee: IMCO

Proposal for a regulation
Recital 13

(13) ~~Where~~For offers of securities to the public ~~are addressed only to domestic investors in one Member State, and thus have no cross-border effects, and where such offers do not exceed a total consideration of~~with a total consideration not exceeding EUR 105 000 000, ~~the passport mechanism under this Regulation is not needed and~~issuers should be entitled to draw~~ing~~ up a prospectus may represent a disproportionate cost. Therefore it is appropriate to allow Member States to decide to exempt such kinds of offers from the prospectus obligation set out in this Regulation, taking into account the level of domestic investor protection they deem to be appropriate. In particular, Member States should be free to set out in their national law the threshold between EUR 500 000 and EUR 10 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should applyin accordance with Article 15. Once approved, such prospectuses should benefit from the passporting regime under this Regulation and should therefore be valid for the offer to the public in any number of host Member states.

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
Recital 47

(47) Favourable treatments granted to issuances of non-equity securities with a denomination per unit in excess of EUR 100 000 may distort the structure of debt markets, create impediments to proper diversification of portfolios and to the development of electronic trading platforms, thus undermining liquidity on the secondary market, and may reduce investment choice for retail investors by depriving them of the opportunity to acquire investment-grade corporate bonds. It is therefore appropriate to remove the prospectus exemption for offers of non-equity securities whose denomination per unit amounts to at least EUR 100 000 and the lower standard of disclosure granted to prospectuses concerning such non-equity securities, featured originally in Directive 2003/71/EC. In particular, it is appropriate to unify the minimum information requirements for non-equity prospectuses, thereby replacing the dual standard of disclosure between issuances targeting qualified investors only and issuances targeting non-qualified investors.deleted

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
Article 1 – paragraph 3 – point c a (new)

(ca) an offer of securities whose denomination per unit amounts to at least EUR 100 000;

2016/04/27
Committee: IMCO

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

(d) an offer of securities with a total consideration in the Union of less than EUR 51 000 000, which shall be calculated over a period of 12 months;

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 1 a (new)

1a. Issuers shall be entitled to draw up a prospectus under the proportionate disclosure regime set out in Article 15 for offers of securities to the public with a total consideration not exceeding EUR 5 000 000 calculated over a period of 12 months. A prospectus approved pursuant to Article 15 shall be valid for any offer of securities to the public in any number of host Member States under the conditions set out in Article 23.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 2

2. A Member State may exempt offers of securities to the public from the prospectus requirement of paragraph 1 provided that: (a) Member State, and (b) is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 10 000 000. Member States shall notify the Commission and ESMA of the exercise of the option under this paragraph, including the consideration of the offer chosen below which the exemption for domestic offers applies.deleted the offer is made only in that the total consideration of the offer

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 2

Member States shall notify the Commission and ESMA of the exercise of the option under this paragraph, including the consideration of the offer chosen below which the exemption for domestic offers applies.deleted

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
Article 7 – paragraph 1 a (new)

1a. By way of derogation from the first subparagraph, where the prospectus relates to the admission to trading on a regulated market of non-equity securities having a denomination of at least EUR 100 000, there shall be no requirement to provide a summary.

2016/04/27
Committee: IMCO

Andreas SCHWAB, Pascal ARIMONT

Proposal for a regulation
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 six sides of A4-sized paper when printed~~. It shall:

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 7 – paragraph 5 – introductory part

5. The ~~introduction of the summary shall contain~~section referred to in point (a) of paragraph 4 shall contain the following information: the name of the securities, the identity and contact details of the issuer, the offeror or the person seeking admission, the identity and contact details of the home competent authority and the date of the document. It shall contain warnings that:

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
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 description of ~~no more than five of~~ the most material risk factors specific to the issuer ~~contained in the category of highest materiality according to Article 16~~.

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
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 description of ~~no more than five of~~ the most material risk factors specific to the securities~~, contained in the category of highest materiality according to Article 16~~.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – title

~~Minimum~~Proportionate disclosure regime ~~for SMEs~~

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 1

~~SME~~Issuers may choose to draw up a prospectus under the ~~minimum~~proportionate disclosure regime ~~for SMEs~~set out in this Article in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 2

The ~~minimum~~proportionate disclosure regime shall consist of a specific registration document and a specific securities note.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 3

~~When establishing the corresponding prospectuses schedules, the information shall be adapted to the size and to the length of the track record of such companies.~~deleted

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 2

2. Companies making use of the ~~minimum~~proportionate 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~~have the option to draw up a prospectus under a format structured in the form of a questionnaire with standardised text, 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.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 1

The Commission shall adopt delegated acts in accordance with Article 42 to specify the reduced information to be included in the schedules applicable under the ~~minimum~~proportionate disclosure regime and the optional format allowed under paragraph 2.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 2 a (new)

When establishing the corresponding prospectuses schedules, the Commission will adapt the information requirements to the average size of such companies and the length of their track record, and will focus on information that is material and relevant for companies of that size and their investors, as well as to the specific type of security being offered, taking into account the following principles: (a) the need to facilitate access to capital markets; (b) the need to ensure investor protection; (c) the need to ensure proportionality between the cost of drawing up a prospectus and the size of the company and its fundraising needs; (d) the need to foster confidence for investors;

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 3 – subparagraph 2 b (new)

The prospectus schedules shall lay down the minimum information to be disclosed, which shall include: (a) key information on the issuer, such as: - the name of the issuer and the persons responsible for the prospectus; - a business overview and the prospects of the issuer - risk factors relating to the issuer; - working capital statement; - financial information; (b) key information about the securities and about the terms and conditions of the offer, such as: - the terms and conditions of the securities and a description of any rights attached to the securities; - risk factors relating to the securities; - the terms and conditions of the offer, including the issue price; - the reasons for the offer and the intended use of the proceeds.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 15 – paragraph 4

4. ESMA shall develop guidelines ~~4. addressed to SMEs~~ on how to draw up a prospectus under the format referred to in paragraph 2. The procedures set out in subparagraphs 2 to 4 of Article 16(3) of Regulation (EU) No 1095/2010 shall not apply.

2016/04/27
Committee: IMCO

Pascal ARIMONT, Andreas SCHWAB

Proposal for a regulation
Article 16 – paragraph 1

1. The risk factors featured in a prospectus shall be limited to 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.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 16 – paragraph 2

2. ESMA shall develop guidelines on the assessment ~~by competent authorities~~ of the specificity and materiality of risk factors ~~and on the allocation of risk factors across categorie~~. In addition, ESMA shall develop guidelines to assist competent authorities in their review of risk factors in a manner which encourages appropriate and focused risk factor disclosure by issuers.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 19 – paragraph 9

9. The level of fees charged by the competent authority of the home Member State for the approval of prospectuses, registration documents, including universal registration documents, supplements and amendments, as well as for the filing of universal registration documents, amendments thereto and final terms, shall be proportionate and disclosed to the public at least on the website of the competent authority.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 21 – paragraph 5 a (new)

5a. Any fee charged by a competent authority for the scrutiny of advertisements pursuant to this article shall be of a proportionate level.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 25 – paragraph 2 – subparagraph 2

The competent authority of each host Member State ~~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.

2016/04/27
Committee: IMCO

Proposal for a regulation
Article 25 – paragraph 3 – subparagraph 2

The competent authority of each host Member State ~~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.

2016/04/27
Committee: IMCO