9 Amendments of Danuta Maria HÜBNER related to 2015/0268(COD)
Amendment 174 #
Proposal for a regulation
Recital 22
Recital 22
(22) The summary of the prospectus should be a useful source of information for investors, in particular retail investors. It should be a self-contained part of the prospectus and should focus on key information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. Such key information should convey the essential characteristics of, and risks associated with, the issuer, any guarantor, and the securities offered or admitted to trading on a regulated market, including unique identifiers such as the legal entities identifiers (LEI) of the actors involved in the offer and the international securities identification numbers (ISIN) of the securities. It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be the most material ones.
Amendment 203 #
Proposal for a regulation
Recital 45
Recital 45
(45) The specific disclosure regime should be made available tofor offers of securities to the public by SMEs whose securities are traded on multilateral trading facilities, including SME growth markets, as such trading venues can serve as the gateway to capital markets for SMEs and are subject to less stringent rules with regard to disclosure than regulated markets. It is also appropriate to extend the definition of SMEs to SMEs as defined in Directive 2014/65/EU to ensure consistency between this Regulation and Directive 2014/65/EU. SMEs whose securities are not traded on any trading venue should also be eligible to this disclosure regime as they may also be required to draw up a prospectus when offering their securities to the public, including through crowdfunding platforms. However, SMEs listed on regulated markets should not be eligible to use this regime because investors on regulated markets should feel confident that the issuers whose securities they invest in are subject to one single set of disclosure rules. Therefore there should not be a two-tier disclosure standard on regulated markets depending on the size of the issuerIn order to ensure a level playing field between the different types of trading venues as well as to make this regime available to the largest possible number of SMEs, the possibility to opt for the new regime should be left to all SMEs offering securities, irrespective of the trading venues on which such offers take place. SMEs the securities of which are not traded on any trading venue should also be eligible to this disclosure regime as they may also be required to draw up a prospectus when offering their securities to the public, including through crowdfunding platforms.
Amendment 219 #
Proposal for a regulation
Recital 55
Recital 55
(55) Since the internet ensures easy access to information, and in order to ensure better accessibility for investors, the approved prospectus should always be published in an electronic form. The prospectus should be published on a dedicated section of the website of the issuer, the offeror or the person asking for admission, or, where applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents, or on the website of the regulated market where the admission to trading is sought, or of the operator of the multilateral trading facility, and be transmitted by the competent authority to ESMA along with the relevant data enabling its classification. ESMA should provide a centralised storage mechanism of prospectuses allowing access free of charge and appropriate search facilities for the public. To ensure that investors have access to reliable data that can be used and analysed in a timely and efficient manner, key information for which international standards have been defined, such as ISIN and LEI, should be machine-readable, including metadata. Prospectuses should remain publicly available for at least 10 years after their publication, to ensure that their period of public availability is aligned with that of annual and half-yearly financial reports under Directive 2004/109/EC. The prospectus should however always be available to investors in paper form, free of charge and on request.
Amendment 383 #
Proposal for a regulation
Article 7 – paragraph 5 – introductory part
Article 7 – paragraph 5 – introductory part
5. The introduction of the summary shall contain the name and international securities identification numbers (ISIN) of the securities, the identity and contact details of the issuer, the offeror or including its legal entity identifier (LEI), the identity and contact details of the offeror including its LEI in the event that the offeror has legal personality, or of 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:
Amendment 396 #
Proposal for a regulation
Article 7 – paragraph 6 – point a – indent 1
Article 7 – paragraph 6 – point a – indent 1
- its domicile and legal form, the legislation under which it operates and, its country of incorporation and its LEI ;
Amendment 411 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1
- their type and class, any security identification numbertheir ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;
Amendment 418 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c
Article 7 – paragraph 7 – subparagraph 1 – point c
(c) under a sub-section titled 'Is there a guarantee attached to the securities?' a brief description of the nature and scope of the guarantee, if any, as well as a brief description of the guarantor, including its LEI.
Amendment 474 #
Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 1
Article 15 – paragraph 1 – subparagraph 1
SMEs may choose to draw up a prospectus under the minimum disclosure regime for SMEs in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market.
Amendment 527 #
Proposal for a regulation
Article 20 – paragraph 6
Article 20 – paragraph 6
6. At the latest from the beginning of the offer to the public or the admission to trading of the securities involved, ESMA shall publish all prospectuses received from the competent authorities on its website, including any supplements thereto, final terms and related translations where applicable, as well as information on the host Member State(s) where prospectuses are notified in accordance with Article 24. Publication shall be ensured through a storage mechanism providing the public with free of charge access and with a search functions. Key information included in the prospectuses, such as the ISIN of the securities and the LEI of the issuers, offerors and guarantors, shall be machine-readable, using metadata.