13 Amendments of Othmar KARAS related to 2009/0132(COD)
Amendment 70 #
Proposal for a directive – amending act
Recital 8 Directive
Recital 8 Directive
(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 case no other prospectus should be required. However, in casThe 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. Where, notwithstanding such consent, the final terms of the resale prospectus have to be updated, the financial intermediary making use of the prospectus should be liable for the additional information stated in the prospectus, and for updating the final terms with the resale price. However, where 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. Where the financial intermediary chooses to use the initial prospectus without consent, the intermediary should be liable for the information stated in the initial prospectus.
Amendment 79 #
Proposal for a directive – amending act
Recital 11
Recital 11
(11) In order to improve the efficiency of cross border right issues and to adequately take into account the size of issuers, notably credit institutions issuing the securities mentioned in Article 1(2)(j) of Directive 2003/71/EC at or above the limit laid down in that Article and companies with reduced market capitalization, a proportionate disclosure regime should be introduced for rights issues and for offers of shares of SMEs referred to in Article 2(1)(f) of Directive 2003/71/EC, and issuers with reduced market capitalization and offers of non-equity securities referred to in Article 1(2)(j) of Directive 2003/71/EC issued by credit institutions at or above the limit laid down in that Article.
Amendment 81 #
Proposal for a directive – amending act
Recital 11 b (new)
Recital 11 b (new)
(11b) Taking into consideration the different national markets, the threshold to be set up in accordance with Articles 24, 24a and 24b regarding reduced market capitalisation should not lead to the adoption of different thresholds across the Union.
Amendment 93 #
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 96 #
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; and, investment firms and credit institutions shall inform their clients about their status as qualified investor under this Directive.
Amendment 97 #
Proposal for a directive – amending act
Article 1 – point 2 – point a – point ii
Article 1 – point 2 – point a – point ii
Directive 2003/71/EC
Article 2 – paragraph 1 – point e
Article 2 – paragraph 1 – point e
(ii) points (ii), (iii), (iv) and (iiiv) are deleted.
Amendment 101 #
Proposal for a directive – amending act
Article 1 – point 2 a (new)
Article 1 – point 2 a (new)
Directive 2003/71/EC
Article 2 – paragraphs 2 and 3
Article 2 – paragraphs 2 and 3
2a. Paragraphs 2 and 3 of Article 2 are deleted.
Amendment 102 #
Proposal for a directive – amending act
Article 1 – point 2 b (new)
Article 1 – point 2 b (new)
Directive 2003/71/EC
Article 2 – paragraph 4
Article 2 – paragraph 4
2b. Article 2(4) is replaced by the following: "4. In order to take account of technical developments on financial markets and to ensure uniform application of this Directive, the Commission shall lay down, by means of delegated acts in accordance with Articles 24, 24a and 24b, the definitions referred to in paragraph 1, including adjustment of the figures used for the definition of SMEs, the elements to be included in the key information and the thresholds for reduced market capitalisation, taking into account the situation on different markets, Union legislation and recommendations as well as economic developments [...]."
Amendment 107 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a a (new)
Article 1 – point 3 – point -a a (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point c
Article 3 – paragraph 2 – point c
(-aa) In paragraph 2, point (c) is replaced by the following: "(c) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer; and/or"
Amendment 110 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a b (new)
Article 1 – point 3 – point -a b (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point d
Article 3 – paragraph 2 – point d
(-aa) In paragraph 2, point (d) is replaced by the following: "d) an offer of securities whose denomination per unit amounts to at least EUR 100 000; and/or"
Amendment 115 #
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 consents to its use. and another entity which, pursuant to national law, is liable for the accuracy of the content of such prospectus consents to its use. Where, notwithstanding such consent, the final terms of the resale prospectus have to be updated, the financial intermediary making use of the prospectus shall be liable for the additional information.
Amendment 119 #
Proposal for a directive – amending act
Article 1 – point 3 b (new)
Article 1 – point 3 b (new)
Directive 2003/71/EC
Article 4 – paragraph 1 – point b
Article 4 – paragraph 1 – point b
3b. In Article 4(1), point (b) is replaced by the following: "(c) securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is available containing information which is regarded by the competent authority as being equivalent to that of the prospectus, taking into account the requirements of Union legislation;"
Amendment 147 #
Proposal for a directive – amending act
Article 1 – point 9 – point b
Article 1 – point 9 – point b
Directive 2003/71/EC
Article 9 – paragraph 4
Article 9 – paragraph 4
4. A registration document, as referred to in Article 5(3), previously filed and approved, shall be valid for a period of up to 24 months provided that it has been supplemented in accordance with Article 16. The registration document, supplemented if necessary in accordance with Article 16, accompanied by the securities note and the summary note shall be considered to constitute a valid prospectus.