Activities of Wolf KLINZ related to 2009/0132(COD)
Plenary speeches (2)
Securities to be offered to the public and harmonisation of transparency requirements (debate)
Securities to be offered to the public and harmonisation of transparency requirements (debate)
Reports (1)
REPORT Report on the proposal for a directive of the European Parliament and of the Council amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market PDF (415 KB) DOC (640 KB)
Amendments (18)
Amendment 67 #
Proposal for a directive – amending act
Recital 6
Recital 6
(6) For the purposes of private placements of securities, investment firms and credit institutions should be entitled to treat as qualified investors those natural or legal persons that are considered to be or that they treat as professional clients, or that are recognized eligible counterparties in accordance with Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. An alignment of the relevant provisions of Directives 2003/71/EC and 2004/39/EC in this sense would reduce complexity and costs for investment firms in the event of private placements because the firms would be able to define the persons to whom the placement is to be addressed relying on their own list of professional clients and eligible counterparties. The issuer should be able to rely on the list of professional clients and eligible counterparties that has been drawn up in accordance with Annex II of Directive 2004/39/EC. Therefore, the definition of qualified investors in Directive 2003/71/EC should be widened to include those persons and no separate register should be maintained.
Amendment 69 #
Proposal for a directive – amending act
Recital 8
Recital 8
(8) A valid prospectus, drawn up by the issuer or the offeror and available to the public at the time of the final placement of securities through financial intermediaries or in any subsequent resale of securities, provides sufficient information for investors to make informed investment decisions. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the offeror as long as this is valid and duly supplemented in accordance with Articles 9 and Article 16 of Directive 2003/71/EC and the issuer or the offeror responsible for drawing up such prospectus consents to its use. In this caseand any other entity which, pursuant to national law, is liable for the accuracy of the content of such prospectus consents to its use. The issuer or the offeror should be able to attach conditions to his or her consent. In the event that consent to use the prospectus has been given, the issuer or the offeror responsible for drawing up the initial prospectus should be liable for the information stated therein and no other prospectus should be required. However, in caswhere the issuer or the offeror responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. In that case, the financial intermediary should be liable for the information stated in the prospectus. Where the financial intermediary chooses to use the initial prospectus without consent or beyond the terms of the consent given, the intermediary should also be liable for the information stated in the initial prospectus.
Amendment 76 #
Proposal for a directive – amending act
Recital 10 b (new)
Recital 10 b (new)
(10b) The key information document should replace the summary of the prospectus for the purposes of the notification process. The final terms should complement the key information document where those terms are not known at the time of drawing up the key information document. The information contained in the final terms should be given in the same format as the key information document of the base prospectus.
Amendment 80 #
Proposal for a directive – amending act
Recital 11 a (new)
Recital 11 a (new)
(11a) The proportionate disclosure regime should take account of the special needs of SMEs to the highest extent possible. The measures elaborating the model for a light regime for SMEs should also consider the role of small and medium- sized issuers.
Amendment 86 #
Proposal for a directive – amending act
Recital 15
Recital 15
(15) In order to clarify whether the requirement to publish a supplement to the prospectus ends with the start of trading of the securities on a regulated market irrespective of whether the offering period has closed, the obligation to supplement a prospectus should be terminated at the final closing of the offering period or the time when trading of such securities on a regulated market begins, whichever occurs earlier. The requirement to supplement the prospectus should cease once the transparency obligations laid down in Directives 2004/109/EC and 2003/6/EC apply.
Amendment 92 #
Proposal for a directive – amending act
Article 1 – point 1 – point a – point i
Article 1 – point 1 – point a – point i
Directive 2003/71/EC
Article 1 – paragraph 2 – point h
Article 1 – paragraph 2 – point h
(h) securities included in an offer where the total consideration of the offer in the Community is less than EUR 2 55 000 000, which limit shall be calculated over a period of 12 months;
Amendment 94 #
Proposal for a directive – amending act
Article 1 – point 1 – point a – point ii
Article 1 – point 1 – point a – point ii
Directive 2003/71/EC
Article 1 – paragraph 2 – point j
Article 1 – paragraph 2 – point j
(j) non-equity securities issued in a continuous or repeated manner by credit institutions where the total consideration of the offer in the Community is less than EUR 5100 000 000, which limit shall be calculated over a period of 12 months, provided that these securities: (i) are not subordinated, convertible or exchangeable; (ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument.
Amendment 95 #
Proposal for a directive – amending act
Article 1 – point 2 – point a – point i
Article 1 – point 2 – point a – point i
Directive 2003/71/EC
Article 2 – paragraph 1 – point e
Article 2 – paragraph 1 – point e
(i) Persons or entities that are considered to be or treated on request as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognised as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients. Such request shall be communicated to the issuer.
Amendment 116 #
Proposal for a directive – amending act
Article 1 – point 3 – point b
Article 1 – point 3 – point b
Directive 2003/71/EC
Article 3 – paragraph 2
Article 3 – paragraph 2
Member States shall not require another prospectus 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 9 and the issuer or the person responsible for drawing up such prospectus and, if applicable, any other entity which, pursuant to national law, is liable for the accuracy of the content of such prospectus consents to its use.
Amendment 128 #
Proposal for a directive – amending act
Article 1 – point 5
Article 1 – point 5
Directive 2003/71/EC
Article 5 – paragraph 2 – subparagraph 1 – introductory part
Article 5 – paragraph 2 – subparagraph 1 – introductory part
2. The prospectus shall contain information concerning the issuer and the securities to be offered to the public or to be admitted to trading on a regulated market. ItThe prospectus shall also include a summary. The summarykey information document. The key information document shall, in a brief manner and in non-technical language, convey the essential characteristics and risks associated with the issuer, any guarantor and the securities,. It shall be in a common format and in the language in which the prospectus was originally drawn up. The format and content of the summarykey information document of the prospectus shall provide keyappropriate information about the essential characteristics of the securities concerned in order to enable investors to take informed investment decisions and to compare the securities with other investment products. The summary. The key information document shall include information on the following essential elements in respect of the securities concerned: (a) essential information on the issuer including the assets, liabilities and financial position and, if applicable, the guarantor, and the securities to be offered to the public or to be admitted to trading on a regulated market; (b) a short description of the risks associated with and essential characteristics of the investment in the relevant security if and to the extent it may be useful for the investor; (c) details of the offer and admission to trading; (d) the reasons for the offer and prospective use of proceeds, where appropriate; (e) any rights attaching to the securities; and (f) the general terms and associated costs. The key information document shall also contain a warning that:
Amendment 142 #
Proposal for a directive – amending act
Article 1 – point 8
Article 1 – point 8
Directive 2003/71/EC
Article 8 – paragraph 3a
Article 8 – paragraph 3a
8. In Article 8, the following paragraph 3a iss are inserted after paragraph 3: "3a. If securities are guaranteed by a Member State, an issuer, an offeror or a person asking for the admission to trading on a regulated market, when drawing up a prospectus in accordance with Article 1.3, shall be entitled to omit information about such guarantors. 3b. There shall be no requirement for the prospectus or any supplements thereto to contain information about central bank lending or other liquidity facilities provided to a particular credit institution by an ESCB central bank."
Amendment 161 #
Proposal for a directive – amending act
Article 1 – point 14
Article 1 – point 14
Directive 2003/71/EC
Article 16 – paragraph 2
Article 16 – paragraph 2
2. Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances. This period may be extended by the issuer, the offeror or the person asking for the admission to trading on a regulated marke in the event of adverse developments concerning the development of the market, provided that settlement has not yet taken place. This period may be extended by the issuer, the offeror or the person asking for the admission to trading on a regulated market, but should not exceed ten working days from the date of publication. The final date of the right of withdrawal shall be stated in the supplement.
Amendment 167 #
Proposal for a directive – amending act
Article 1 – point 15 e (new)
Article 1 – point 15 e (new)
Directive 2003/71/EC
Article 24 a (new)
Article 24 a (new)
15e. The following article is inserted after Article 24: "Article 24a Revocation of the delegation 1. The delegation of power referred to in Article 1(3a), Article 2(4), Article 4(3), Article 5(5) and (5a), Article 7(1) and (3), Article 8(4), Article 11(3), Article 13(7), Article 14(8), Article 15(7) and Article 20(3) may be revoked by the European Parliament or by the Council. 2. The institution which has commenced an internal procedure for deciding whether to revoke the delegation of power shall endeavour to inform the other institution and the Commission stating the delegated powers which could be subject to revocation. 3. The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union."
Amendment 168 #
Proposal for a directive – amending act
Article 1 – point 15 f (new)
Article 1 – point 15 f (new)
Directive 2003/71/EC
Article 24 b (new)
Article 24 b (new)
Amendment 169 #
Proposal for a directive – amending act
Article 2 – point 1 c (new)
Article 2 – point 1 c (new)
Directive 2004/109/EC
Article 8 – paragraph 3 a (new)
Article 8 – paragraph 3 a (new)
1c. In Article 8, the following paragraph is inserted after paragraph 3: "3a. There shall be no requirement for the information provided in accordance with Articles 4, 5 and 6 to contain information about central bank lending or other liquidity facilities provided to a particular credit institution by an ESCB central bank."
Amendment 170 #
Proposal for a directive – amending act
Article 2 – point 1 d (new)
Article 2 – point 1 d (new)
Directive 2004/109/EC
Article 11 – paragraph 1
Article 11 – paragraph 1
1d. Article 11(1) is replaced by the following: "1. Articles 9 and 10(c) shall not apply to shares provided to or by the members of the ESCB in carrying out their functions as monetary authorities, including shares provided to or by members of the ESCB under a pledge or repurchase or similar agreement for liquidity granted for monetary policy purposes or within a payment system or in the context of other central bank lending or liquidity facilities."
Amendment 171 #
Proposal for a directive – amending act
Article 2 – point 1 s (new)
Article 2 – point 1 s (new)
Directive 2004/109/EC
Article 27 a (new)
Article 27 a (new)
1s. The following article is inserted after Article 27: "Article 27a Revocation of the delegation 1. The delegation of power referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8) Article 13(2) Article 14(2), Article 17(4) Article 18(5), Article 19(4) Article 21(4), Article 23(4), Article 23(5) and Article 23(7) may be revoked by the European Parliament or by the Council. 2. The institution which has commenced an internal procedure for deciding whether to revoke the delegation of power shall endeavour to inform the other institution and the Commission stating the delegated powers which could be subject to revocation. 3. The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union."
Amendment 172 #
Proposal for a directive – amending act
Article 2 – point 1 t (new)
Article 2 – point 1 t (new)
Directive 2004/109/EC
Article 27 b (new)
Article 27 b (new)
1t. The following article is inserted after Article 27a: "Article 27b Objections to delegated acts 1. The European Parliament or the Council may object to a delegated act within a period of four months from the date of notification. At the initiative of the European Parliament or the Council this period shall be extended by two months. 2. If on the expiry of that period, neither the European Parliament nor the Council has objected to the delegated act, it shall enter into force at the date state therein. 3. If the European Parliament or the Council objects to a delegated act, it shall not enter into force."