Activities of Vicky FORD related to 2009/0132(COD)
Plenary speeches (1)
Securities to be offered to the public and harmonisation of transparency requirements (debate)
Amendments (11)
Amendment 73 #
Proposal for a directive – amending act
Recital 10
Recital 10
(10) The summary of the prospectus ishould be replaced by a key information document, which will be a key source of information for retail investors. It should be short, simple, clear and easy for targeted investors to understand. It should focus on the key informationessential elements that investors need in order to be able to make informed investment decisions. Its content should not be restricted to any predetermined number of words. The format and content of the summary should be determined in a way that ensures comparability with other investment products that are similar to decide which offers of securities to consider further. It should be concise and should present the information in a specified order to allow harmonisation to the highest extent possible and to facilitate comparability between prospectuses. ESMA should provide advice to the Commission (i) as to the scope of application of key information documents in the context of securities, (ii) the potential for the PRIPs initiative to be developed further investment proposal described in the prospectus. Therefore, the context of the forthcoming review of Directive 2004/39/EC and in light thereof (iii) as to any consequential implementing measures. Member States should attachensure that no civil liability on the basis of the summary not only if it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, but also if it does not provide key information enabling investors to take informed investment decisions and to compare the securities with other investment produattaches to any person solely on the basis of the key information document, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus. Key investor information should contain a clear warning in this respects.
Amendment 75 #
Proposal for a directive – amending act
Recital 10 a (new)
Recital 10 a (new)
(10a) The PRIP initiative will clarify how to ensure adequate investor protection and comparability between PRIPS and UCITS at a pre-contractual stage. The distribution aspect is of paramount importance when ensuring retail investor protection. Directives 2003/71/EC and 2004/109/EC should, if necessary, be amended by a horizontal measure in this respect in due course.
Amendment 85 #
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,, (i) 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 earlierlater, and (ii) the obligation to publish a prospectus should not apply to offers commencing from the time when trading of such securities on a regulated market begins - that is, in each case, once the transparency obligations laid down in Directives 2004/109/EC and 2003/6/EC apply.
Amendment 89 #
Proposal for a directive – amending act
Recital 19
Recital 19
(19) In particular, in order to take account of the technical developments in the financial markets and to ensure uniform application of Directive 2003/71/EC, the Commission should be empowered to adopt implementing measures to update the limits established in that Directive. Since those measures are of general scope and are designed to amend non-essential elements of Directive 2003/71/EC by supplementing it with new nonessential elements, they must be adopted in accordance with the regulatory procedure with scrutiny provided for in Article 5a of Decision 1999/468/ECdelegated acts in accordance with Article 290 of the Treaty on the Functioning of the European Union concerning the updating of the limits established in Directive 2003/71/EC, and, following the outcome of the PRIPs initiative, specifying, if necessary, further detail on the content and form of the key information document.
Amendment 91 #
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 2 510 000 000, which limit shall be calculated over a period of 12 months;
Amendment 99 #
Proposal for a directive – amending act
Article 1 – point 2 – point a a (new)
Article 1 – point 2 – point a a (new)
Directive 2003/71/EC
Article 2 – paragraph 1 – point f a (new)
Article 2 – paragraph 1 – point f a (new)
(aa) The following point is inserted after point f: "(fa) 'company with reduced market capitalisation' means a company listed on a regulated market or admitted to trading on a multilateral trading facility and having had an average market capitalisation of less than EUR 100000 000 on the basis of year-end quotes during the previous three calendar years."
Amendment 103 #
Proposal for a directive – amending act
Article 1 – point 3 – point -a (new)
Article 1 – point 3 – point -a (new)
Directive 2003/71/EC
Article 3 – paragraph 2 – point b
Article 3 – paragraph 2 – point b
(-a) In paragraph 2, point (b) is replaced by the following: "(b) an offer of securities addressed to fewer than 250 natural or legal persons per Member State, other than qualified investors; and/or"
Amendment 111 #
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 e a (new)
Article 3 – paragraph 2 – point e a (new)
(aa) In the paragraph 2, the following point is added after point (e): "(ea) rights issues of companies whose securities are already admitted for trading on a regulated market. Member states may also choose to extend this exemption to offers of equity securities by companies whose equity securities are admitted to trading on a Multilateral trading facility (MTF) as defined in Article 4(1)(15) of Directive 2004/39/EC."
Amendment 127 #
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 the language in which the prospectus was originally drawn up. The format and content of the summarykey information document of the prospectus shall provide key information in order to enable investors to ta, in conjunction with the prospectus, appropriate information about the essential characteristics of the securities concerned in order to enable investors to determine whether to consider investing in the securities. The key informed investment decisions and to compare the secuation document shall include information on the following essential elements in respect of the securities concerned: (a) essential information on the issuer, 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 descripties with other investment products. The summaryon of the risks associated with and essential characteristics of the investment in the relative security; (c) details of the offer and admission to trading; (d) the assets, liabilities and financial position of the securities, if applicable; (e) the reasons for the offer and prospective use of proceeds, where appropriate; (f) any rights attaching to the securities; and (g) the general terms and associated costs. The key information document shall also contain a warning that:
Amendment 133 #
Proposal for a directive – amending act
Article 1 – point 5 a (new)
Article 1 – point 5 a (new)
Directive 2003/71/EC
Article 5 – paragraph 3
Article 5 – paragraph 3
5a. Article 5(3) is replaced by the following: "[...]]The issuer, offeror or person asking for the admission to trading on a regulated market may draw up the prospectus as a single document or separate documents. A prospectus composed of separate documents shall divide the required information into a registration document, a securities note and a summary note. The registration document shall contain the information relating to the issuer. The securities note shall contain the information concerning the securities offered to the public or to be admitted to trading on a regulated market."
Amendment 156 #
Proposal for a directive – amending act
Article 1 – point 14
Article 1 – point 14
Directive 2003/71/EC
Article 16 – paragraph 1
Article 16 – paragraph 1
1. Every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the prospectus is approved and the final closing of the offer to the public or, as the case may be, the time when trading on a regulated market begins, whichever occurs earlilater, shall be mentioned in a supplement to the prospectus. Such a supplement shall be approved in the same way in a maximum of seven working days and published in accordance with at least the same arrangements as were applied when the original prospectus was published. The summary, and any translations thereof, shall also be supplemented, if necessary to take into account the new information included in the supplement.