2015/0268(COD) | [ParlTrack]

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 removing 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.~~

Amendment 137 #

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

Amendment 138 #

Proposal for a regulation
Recital 4

(4) Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the passport in the Union it is therefore likely that differences in Member States legislation would create obstacles to the smooth functioning of the internal market for securities. Therefore to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is therefore appropriate to lay down a regulatory framework for prospectuses at Union level.deleted

Amendment 139 #

Proposal for a regulation
Recital 4

(4) Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the ~~passport~~certificate in the Union it is therefore likely that differences in Member States legislation would create obstacles to the smooth functioning of the internal market for securities. Therefore to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is therefore appropriate to lay down a regulatory framework for prospectuses at Union level.

Amendment 140 #

Proposal for a regulation
Recital 4

Amendment 141 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Recital 6

(6) The assessment of Directive 2010/73/EU has revealed that certain changes introduced by that Directive have not met their original objectives and that further amendments to the prospectus regime in the Union are necessary to simplify and improve its application, increase its efficiency and enhance the international competitiveness of the Union, thereby contributing to the reduction of administrative burdens without prejudice to the interests of investors and savers.

Amendment 142 #

Proposal for a regulation
Recital 7

(7) The aim of this Regulation is to ensure investor protection and market efficiency~~, while enhancing the single market for capital~~. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets. The appropriate way to make this information available is to publish a prospectus.

Amendment 143 #

Proposal for a regulation
Recital 9

(9) Non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States should not be covered by this Regulation and thus should remain unaffected by this Regulation.deleted

Amendment 144 #

Proposal for a regulation
Recital 9

(9) Non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States, by the European Investment bank, the European Stability Mechanism, the European Fund for Strategic Investments or any other European Union institution or agency should not be covered by this Regulation and thus should remain unaffected by this Regulation.

Amendment 145 #

Proposal for a regulation
Recital 9

(9) Non-equity securities issued and wholly, unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States should not be covered by this Regulation and thus should remain unaffected by this Regulation.

Amendment 146 #

Proposal for a regulation
Recital 11

(11) To ensure the approval and ~~passporting~~accreditation of the prospectus as well as the supervision of compliance with this Regulation in particular concerning advertising activity, a competent authority needs to be identified for each prospectus. Thus, this Regulation should clearly determine the home Member State best placed to approve the prospectus.

Amendment 147 #

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 500 000, 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 appropriaThis Regulation makes a general distinction between securities admitted to trading on a regulated market and securities admitted t~~hat the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale~~o trading on an SME growth market, in order to avoid disproportionate costs of producing a prospectus. Member States should refrain to impose 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. If the offer is made on an SME growth market, the simplified procedure laid down in Article 15 is applicable.

Amendment 148 #

Dariusz ROSATI

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 500 000, 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 refrain to impose 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.

Amendment 149 #

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 510 000 000, 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 refrain to impose 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.

Amendment 150 #

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 refrain to~~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 from 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.

Amendment 151 #

Proposal for a regulation
Recital 12

(12) For offers of securities to the public of a consideration below EUR 500 000, 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 refrain to impose 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. However, the voluntary drawing up of a prospectus may be coupled with a European or national quality label.

Amendment 152 #

Proposal for a regulation
Recital 12 a (new)

(12a) Where a company decides not to offer its securities to the public, it is important that the regulatory environment at Union level ensures that the company has enough options to raise capital. Therefore, in the spirit of the Capital Markets Union and to unlock investment, the Commission should propose a regulatory initiative to regulate and harmonise crowdfunding practices across the Union.

Amendment 153 #

Proposal for a regulation
Recital 13

(13) Where 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 EUR 10 000 000, the passport mechanism under this Regulation is not needed and drawing 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 apply.deleted

Amendment 154 #

Proposal for a regulation
Recital 13

Amendment 155 #

Proposal for a regulation
Recital 13

Amendment 156 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Recital 13

(13) Where offers of securities to the public are mad~~dressed 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~~e by SMEs with fewer than 250 employees, with a balance sheet of less than EUR 1043 000 000, the passport mechanism under this Regulation is not needed and drawing 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 investo and with a turnover of less than EUR 50 000 000, a lighter protspection 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 applyus regime should apply for offers between EUR 500 000 and EUR 10 000 000 calculated over a 12 month period.

Amendment 157 #

Proposal for a regulation
Recital 13

(13) Where 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 EUR 105 000 000, the passport mechanism under this Regulation is not needed and drawing 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 5100 000 and EUR 105 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.

Amendment 158 #

Proposal for a regulation
Recital 13

(13) Where 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 EUR 105 000 000, the passport mechanism under this Regulation is not needed and drawing 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 105 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.

Amendment 159 #

Proposal for a regulation
Recital 13

(13) Where 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 EUR 10 000 000, the passport mechanism under this Regulation is not needed and drawing 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 51 000 000 and EUR 10 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.

Amendment 160 #

Proposal for a regulation
Recital 14

(14) Where an offer of securities is addressed exclusively to a restricted circle of investors who are not qualified investors or are sophisticated investors falling within Article 6 of Regulation (EU) No 345/2013 of the European Parliament and of the Council on European venture capital funds, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer, thus no prospectus should be required. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company.

Amendment 161 #

Proposal for a regulation
Recital 14

(14) Where an offer of securities is addressed exclusively to a restricted circle of investors who are not qualified investors, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer (fewer than 200 persons), thus no prospectus should be required. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company.

Amendment 162 #

Proposal for a regulation
Recital 14

(14) Where an offer of securities is addressed exclusively to a restricted circle of investors who are not qualified investors, drawing up a prospectus represents a disproportionate burden in view of the small number of persons targeted by the offer, thus no prospectus should be required. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company. In this case, the voluntary drawing up of a prospectus shall not result in eligibility for a quality label.

Amendment 163 #

Proposal for a regulation
Recital 15

(15) Incentivising directors and employees to hold securities of their own company can have a positive impact on companies' governance and help create long-term value by fostering employees' dedication and sense of ownership, aligning the respective interests of shareholders and employees, and providing the latter with investment opportunities. Participation of employees in the ownership of their company is particularly important for small and medium-sized enterprises (SMEs), in which individual employees are likely to play a significant role in the success of the company. Therefore, there should be no requirement to produce a prospectus for offers made in the context of an employee-share scheme within the Union, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer, to safeguard investor protection. To ensure equal access to employee-share schemes for all directors and employees, independently of whether their employer is established in or outside the Union, no equivalence decision of third country markets should be required any longer, as long as the aforementioned document is made available. Thus, all participants in employee-share schemes will benefit from equal treatment and information.deleted

Amendment 164 #

Proposal for a regulation
Recital 15

(15) Incentivising directors and employees to hold securities of their own company can have a positive impact on companies' governance and help create long-term value by fostering employees' dedication and sense of ownership, aligning the respective interests of shareholders and employees, and providing the latter with investment opportunities. Participation of employees in the ownership of their company is particularly important for small and medium-sized enterprises (SMEs), in which individual employees are likely to play a significant role in the success of the company. Therefore, there should be no requirement to produce a prospectus for offers made in the context of an employee- share scheme within the Union, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer, to safeguard investor protection. To ensure equal access to employee-share schemes for all directors and employees, independently of whether their employer is established in or outside the Union, no equivalence decision of third country markets should be required any longer, as long as the aforementioned document is made available. Thus, all participants in employee-share schemes will benefit from equal treatment and information. However, the voluntary drawing up of a prospectus may be coupled with a European or national quality label.

Amendment 165 #

Proposal for a regulation
Recital 18

(18) Issuers, offerors or persons asking for the admission to trading on a regulated market of securities which are not subject to the obligation to publish a prospectus should benefit from the single ~~passport~~accreditation where they choose to comply with this Regulation on a voluntary basis being eligible for a European or national quality label.

Amendment 166 #

Proposal for a regulation
Recital 18 a (new)

(18a) In order to avoid the risks of regulatory arbitrage that could be detrimental to investors' protection, the home Member State for any issuer established in the Union should be the Member State where the issuer has its registered office, regardless of the type of securities issued.

Amendment 167 #

Proposal for a regulation
Recital 20

(20) A valid prospectus, drawn up by the issuer or the person responsible for drawing up the prospectus 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. That means information on at least the following: (a) the assets and liabilities, net turnover, profit or loss before tax, and tax liabilities of the issuer, and the accumulated earnings, financial position and prospects of the issuer and any guarantor; (b) the rights attaching to the securities for the purpose of making an investment in those securities; (c) the cost of the fundraising, broken down between the different elements such as underwriting or placing commissions, financial advisory fees, reporting accountant fees, and legal fees. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use. The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required. However, in the event that the issuer or the person 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 in the prospectus, including all information incorporated by reference and, in the case of a base prospectus, final terms.

Amendment 168 #

Proposal for a regulation
Recital 20

(20) A valid prospectus, drawn up by the issuer or the person responsible for drawing up the prospectus 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 assessments of the assets and liabilities, profits and losses, financial position and prospects of the issuer and any guarantor, and the rights attaching to the securities for the purpose of 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 person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use. The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required. However, in the event that the issuer or the person 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 in the prospectus, including all information incorporated by reference and, in the case of a base prospectus, final terms.

Amendment 169 #

Proposal for a regulation
Recital 20

(20) A valid prospectus, drawn up by the issuer or the person responsible for drawing up the prospectus 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 an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the issuer and any guarantor, and the rights attaching to the securities for the purpose of 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 person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use. The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required. However, in the event that the issuer or the person 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 in the prospectus, including all information incorporated by reference and, in the case of a base prospectus, final terms.

Amendment 170 #

Proposal for a regulation
Recital 21

(21) Harmonisation of the information contained in the prospectus should provide equivalent investor protection at Union level. In order to enable investors to make an informed investment decision, that information should be sufficient ~~and objective~~ including with regard to the financial circumstances of the issuer and the rights attaching to the securities, and should be provided in an easily analysable, ~~succinct~~ and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the minimum disclosure requirements for secondary issuances and for SMEs. A prospectus should not contain information which is not material or specific to the issuer and the securities concerned, as this could obscure the information relevant to ~~the investment decision and thus undermine investor protection~~investors and thus undermine investor protection. Therefore, the information which is included in a prospectus should be adapted to reflect the nature and circumstances of the issuer, the type of securities, the type of investor targeted by an offering, any market to which the securities are to be admitted to trading, and the likely knowledge of investors and the information that is available to them because it has been made public under other legal or regulatory requirements.

Amendment 171 #

Proposal for a regulation
Recital 21

(21) Harmonisation of the information contained in the prospectus should provide equivalent investor protection at Union level. In order to enable investors to make an informed investment decision, that information should be sufficient and objective including with regard to the financial circumstances of the issuer and the rights attaching to the securities, and should be provided in an easily analysable, succinct and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the minimum disclosure requirements for secondary issuances and for SMEs. A prospectus should not contain information which is not material or specific to the issuer and the securities concerned, as this could obscure the information relevant to the investment decision and thus undermine investor protection. Therefore, the information which is included in a prospectus should be adapted to reflect the nature and circumstances of the issuer, the type of securities, the type of investor targeted by an offering, any market to which the securities are to be admitted to trading, and the likely knowledge of investors and the information that is available to them because it has been made public under other legal or regulatory requirements.

Amendment 172 #

Proposal for a regulation
Recital 21

(21) Harmonisation of the information contained in the prospectus should provide equivalent investor protection at Union level. In order to enable investors to make an informed investment decision, that information should be sufficient and objective including with regard to the financial circumstances of the issuer and the rights attaching to the securities, and should be provided in an easily analysable, ~~succinct~~focused and comprehensible form. Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the ~~minimum~~proportionate disclosure requirements for secondary issuances and for SMEs and issuers seeking admission to trading on SME growth markets. A prospectus should not contain information which is not material or specific to the issuer and the securities concerned, as this could obscure the information relevant to the investment decision and thus undermine investor protection.

Amendment 173 #

Proposal for a regulation
Recital 22

(22) The ~~summary of~~introduction to 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~~highlighting relevant information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. ~~Such key~~The foregoing implies that information produced in the introduction is not replicated within the main body of the prospectus unless absolutely necessary. Such relevant 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. It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the ~~summary~~introduction should consist of a limited selection of specific risks which the issuer considers to be ~~the~~of most ~~material~~ relevance to the investor when making decisiones.

Amendment 174 #

Proposal for a regulation
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 175 #

Proposal for a regulation
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, based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs), 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. 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 176 #

Proposal for a regulation
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 t~~o consider further~~hey want to study further by looking into the whole of the prospectus with the purpose of making an informed investment decision. 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. 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 177 #

Proposal for a regulation
Recital 22 a (new)

(22a) Listing the risk factors presented in the introduction to the prospectus should be of relevance to the specific offering and solely for the benefit of investors and not to give general statements on investment risk or to limit the liability of the sponsors of the offering.

Amendment 178 #

Proposal for a regulation
Recital 22 a (new)

(22a) The summary should contain a clear warning, highlighting the inappropriate nature of the product for retail investors especially in the case of securities issued by banks that are subject to bail-in under Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (BRRD).

Amendment 179 #

Proposal for a regulation
Recital 23

Amendment 180 #

Proposal for a regulation
Recital 23

(23) The summary of the prospectus should be short, simple, clear and easy for investors to understand. It should be drafted in plain, non-technical language, presenting the information in an easily accessible way. It should not be a mere compilation of excerpts from the prospectus. It is appropriate to set a maximum length for the summary in order to ensure that investors are not deterred from reading it and to encourage issuers to select the information which is essential for investors. Competent authorities should, however, retain the flexibility to extend the maximum length of the summary where the complexity of the issuer's business, the nature of the issue, or the nature of the securities issued so requires.

Amendment 181 #

Proposal for a regulation
Recital 24

(24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided, ~~with indicative contents~~ which the issuer should fill in with brief, narrative descriptions including figures where appropriate. ~~As long as they present it in a fair and balanced way, issuers should be given discretion to select the information that they deem to be material and meaningful.~~

Amendment 182 #

Proposal for a regulation
Recital 26

(26) ~~No c~~Civil liability should be attached to any person solely on the basis of the summary, including any translation thereof, ~~unless~~if it is misleading, inaccurate or inconsistent with the relevant parts of the prospectus. ~~The summary should contain a clear warning to this effect.~~

Amendment 183 #

Proposal for a regulation
Recital 33

(33) An issuer which has filed and received approval for a universal registration document for three consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents or changes to registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.

Amendment 184 #

Proposal for a regulation
Recital 33

(33) An issuer which has filed and received approval for a universal registration document for three consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed. However, such prior approval of the universal registration document should still be necessary when there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.

Amendment 185 #

Proposal for a regulation
Recital 33

(33) An issuer which has filed and received approval for a universal registration document for t~~hree~~wo consecutive years can be considered well-known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.

Amendment 186 #

Proposal for a regulation
Recital 35

(35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval~~, including, where applicable, the universal registration document and amendments thereto, where they have been previously filed with the competent authority but not~~. However, in the case of a frequent issuer having filed a universal registration document without prior approval, the universal registration document and amendments made to that document since it was filed should not be subject to approval as part of ap pro~~ved~~spectus.

Amendment 187 #

Proposal for a regulation
Recital 35

(35) Where an issuer draws up a prospectus consisting of separate documents, all constituting parts of the prospectus should be subject to approval, including, where applicable, the universal registration document and amendments thereto, where they have been previously filed with the competent authority but not approved. In the case of a frequent issuer, any amendments or supplements to the universal registration document should not need to be approved prior to publication, but instead should be able to be reviewed by the competent authority on an ex-post basis. That should not affect the investor's right of withdrawal following publication of the supplement.

Amendment 188 #

Proposal for a regulation
Recital 39

(39) By nature, information on taxes on the income from the securities in a prospectus can only be generic, adding little informational value for the individual investor. ~~Since such information~~However, tax information on the issuer must cover not only the country of registered office of the issuer but also the countries where the offer is being made or admission to trading is being sought, ~~where a prospectus is passported, it is costly to produce and might hamper cross-border offers. Therefore a~~as well as the issuer's turnover, profit, and tax liabilities. A prospectus should ~~only~~furthermore contain a warning that the tax legislation of the investor's Member State and of the issuer's Member State of incorporation may have an impact on the income received from the securities. ~~However, t~~The prospectus should ~~still~~also contain appropriate information on taxation where the proposed investment entails a specific tax regime, for instance in the case of investments in securities granting investors a favourable tax treatment.

Amendment 189 #

Proposal for a regulation
Recital 40

(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on such elements as the terms of the offer and its context, including the working capital statement, the use of proceeds, and the specific risk factors ~~specific~~relating to the issuer and the securities, board practices, directors’ remuneration, shareholding structure or relating-party transactions. As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that arising in each case from the ~~pro~~spec~~tus drawn up in case of secondary issuance should at least include this information~~ific offer or admission to trading. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).

Amendment 190 #

Proposal for a regulation
Recital 40

(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on the actual impact of the issue on the financial structure of the issuer, including such elements as the terms of the offer and its context, including the working capital statement, (for equity securities), capitalisation and indebtedness (for equity securities), conflict of interests (for equity securities), the use of proceeds, risk factors specific to the issuer and the securities, ~~board practices, directors’ remuneration~~, shareholding structure or relating-party transactions (for equity securities). As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. Given that information disclosed on an ongoing and ad hoc rather than a specific periodic basis is more complex for investors to assemble, a summarised and structured presentation of the most recent and relevant information should be provided. To avoid such a requirement defeating the whole purpose of an alleviated regime for secondary issuances, ESMA should develop draft regulatory technical standards to clarify the content and format of the summarised presentation. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).

Amendment 191 #

Proposal for a regulation
Recital 40

(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on such elements as the terms of the offer and its context, including ~~the working capital statement~~a structured and synthetic presentation of recent ongoing information, the working capital statement, the statement of capitalisation and indebtedness, the use of proceeds, material risk factors specific to the issuer and the securities, board practices, directors’' remuneration, shareholding structure or relating-party transactions. As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).

Amendment 192 #

Proposal for a regulation
Recital 40

(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. ~~Still, i~~Investors ~~need to~~should still be provided with consolidated and well- structured information on such elements as the terms of the offer and its context, including a compilation of relevant information since the last offering of that class, the impact on the capital structure of the issuer, the working capital statement, the use of proceeds, risk factors specific to the issuer and the securities, board practices, directors’' remuneration, shareholding structure or relating-party transactions. As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).

Amendment 193 #

Proposal for a regulation
Recital 40

(40) Once a class of securities is admitted to trading on a regulated market, investors are provided with ongoing disclosures by the issuer under Regulation (EU) 596/2014 of the European Parliament and of the Council12 and Directive 2004/109/EC. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer. A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. Still, investors need to be provided with consolidated and well- structured information on such elements as the terms of the offer and its context, including the statement of capitalisation and indebtedness, the working capital statement, the use of proceeds, risk factors specific to the issuer and the securities, board practices, directors’ remuneration, shareholding structure or relating-party transactions. As such information is not required to be disclosed on an ongoing basis under Regulation (EU) 596/2014 and Directive 2004/109/EC, it is appropriate that the prospectus drawn up in case of secondary issuance should at least include this information. __________________ 12 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (OJ L 173, 12.6.2014, p. 1).

Amendment 194 #

Proposal for a regulation
Recital 41

(41) The ~~specific~~proportionate disclosure regime for secondary issuances should be extended to SME growth markets as their operators are required under Directive 2014/65/EU to establish and apply rules ensuring appropriate ongoing disclosure by issuers whose securities are traded on such venues.

Amendment 195 #

Proposal for a regulation
Recital 42

(42) The specific disclosure regime for secondary issuances should only be available for use after a minimum period of time has elapsed since the initial admission to trading of a class of securities of an issuer. A delay of 18 months should ensure that the issuer has complied at least once with its obligation to publish an annual financial report under Directive 2004/109/EC or under the rules of the market operator of an SME growth market.deleted

Amendment 196 #

Proposal for a regulation
Recital 42

(42) The ~~specific~~proportionate disclosure regime for secondary issuances should only be available for use after a minimum period of time has elapsed since the initial admission to trading of a class of securities of an issuer. A delay of 18 months should ensure that the issuer has complied at least once with its obligation to publish an annual financial report under Directive 2004/109/EC or under the rules of the market operator of an SME growth market.

Amendment 197 #

Proposal for a regulation
Recital 43

(43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs in the Union. As such companies usually need to raise relatively lower amounts than other issuers, the cost of drawing up a prospectus can be disproportionately high and may deter them from offering their securities to the public. At the same time, because of their size and shorter track record, SMEs might carry a higher investment risk than larger issuers and should disclose sufficient information for investors to take their investment decision. A proper balance should therefore be struck between the cost-efficient access to financial markets and investor protection when calibrating the content of a prospectus applying to SMEs and a specific disclosure regime should therefore be developed for SMEs and issuers seeking admission to SME growth markets to achieve that objective.

Amendment 198 #

Proposal for a regulation
Recital 43 a (new)

(43a) In order to encourage the use of capital market financing by SMEs, the pan-Union proportionate regime developed in this Regulation should ensure that special consideration is given to SME growth markets, operating as MTFs, and to those medium-sized, privately held companies that have chosen to access debt instruments.

Amendment 199 #

Proposal for a regulation
Recital 44

(44) The minimum information required to be disclosed by SMEs under the ~~specific disclosure regime~~SME prospectus set out in Article 15 should be calibrated in a way that focuses on information that is material and relevant for companies of such size and their investors, and should aim at ensuring proportionality between the size of the company and its fundraising needs, on the one hand, and the cost of producing a prospectus, on the other hand. In order to ensure SMEs can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the ~~specific disclosure regime for SME~~SME prospectus should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the key information necessary to the investors is disclosed.

Amendment 200 #

Proposal for a regulation
Recital 44

(44) The minimum information required to be disclosed by SMEs under the specific disclosure regime should be calibrated in a way that focuses on information that is material and relevant for companies of such size and their investors, and should aim at ensuring proportionality between the size of the company and its fundraising needs, on the one hand, and the cost of producing a prospectus, on the other hand. In order to ensure SMEs can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specific disclosure regime for SMEs should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the ~~key~~ information ~~necessary to the~~material to investors is disclosed.

Amendment 201 #

Proposal for a regulation
Recital 44

Amendment 202 #

Proposal for a regulation
Recital 44

(44) The minimum information required to be disclosed by SMEs and issuers seeking admission to SME growth markets under the specific disclosure regime should be calibrated in a way that focuses on information that is material and relevant for companies of such size and their investors, and should aim at ensuring proportionality between the size of the company and its fundraising needs, on the one hand, and the cost of producing a prospectus, on the other hand. In order to ensure SMEs and issuers seeking admission to SME growth markets can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the ~~specific~~proportionate SME and SME growth market disclosure regime ~~for SMEs~~ should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the key information necessary to the investors is disclosed.

Amendment 203 #

Proposal for a regulation
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 204 #

Proposal for a regulation
Recital 45

(45) The ~~specific~~proportionate disclosure regime should be made available to 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. SME growth markets in particular are a promising instrument to allow smaller, growing companies to raise capital. The successfulness of these future tailor-made trading venues is, however, also dependent on their attractiveness to companies of a certain size. Moreover, given that operators of SME growth markets are required under Directive 2014/65/EU to establish and apply rules ensuring appropriate ongoing disclosure by issuers, high quality disclosure standards will apply to all issuers on those SME growth markets. Therefore, it is appropriate to extend the proportionate disclosure regime to all issuers seeking admission to SME growth 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 issuer.

Amendment 205 #

Proposal for a regulation
Recital 45

(45) The ~~specific disclosure regime~~SME prospectus should be made available to 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 issuer.

Amendment 206 #

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

Amendment 207 #

Proposal for a regulation
Recital 47

Amendment 208 #

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. In addition, the high minimum settlement amount rules imposed on central securities depositories by some Union issuers create operational inefficiencies and risks for financial market infrastructures and their participants in relation to post-trade services. 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.

Amendment 209 #

Proposal for a regulation
Recital 48

(48) The primary purpose of including risk factors in a prospectus is to ensure that investors make an informed assessment of such risks and thus take investment decisions in full knowledge of the facts. Risk factors should therefore be limited to those risks which are material and specific to the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality. A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summaryNational competent authorities should encourage issuers to only include material and issuer- or security-specific risk factors.

Amendment 210 #

Proposal for a regulation
Recital 48

(48) The primary purpose of including risk factors in a prospectus is to ensure that investors make an informed assessment of such risks and thus take investment decisions in full knowledge of the facts. Risk factors should therefore be limited to those risks which are ~~material and specific to~~specific to the operational and investment risk faced by the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality. A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summary.

Amendment 211 #

Proposal for a regulation
Recital 48

Amendment 212 #

Proposal for a regulation
Recital 48

(48) The primary purpose of including risk factors in a prospectus is to ensure that investors make an informed assessment of such risks and thus take investment decisions in full knowledge of the facts. Risk factors should therefore be limited to those risks which are material and specific to the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality. A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summary. Notwithstanding the foregoing, all the risk factors of highest materiality should be included in the summary and therefore an arbitrary upper limit cannot be applied.

Amendment 213 #

Proposal for a regulation
Recital 51

(51) Allowing issuers to incorporate by reference documents containing the information to be disclosed in a prospectus or a base prospectus — provided that the documents incorporated by reference have been previously published electronically— should facilitate the procedure of drawing up a prospectus and lower the costs for the issuers without endangering investor protection. However, this aim of simplifying and reducing the costs of drafting a prospectus should not be achieved to the detriment of other interests the prospectus is meant to protect, including the accessibility of the information. The language used for information incorporated by reference should follow the language regime applying to prospectuses. Information incorporated by reference may refer to historical data, however where this information is no longer relevant due to material change, this should be clearly stated in the prospectus and the updated information should also be provided. Furthermore, frequent issuers should be free to choose to incorporate any changes to the universal registration document by way of a dynamic reference in the prospectus. Such dynamic reference would ensure that the reader is always referred to the latest version of the universal registration document, without the need for a supplement. The use of a dynamic reference in place of a supplement should not affect the investor's right of withdrawal.

Amendment 214 #

Proposal for a regulation
Recital 52

(52) Any regulated information~~, as defined in Article 2(1)(k) of Directive 2004/109/EC,~~ should be eligible for incorporation by reference in a prospectus. Issuers whose securities are traded on a multilateral trading facility, and issuers which are exempted from publishing annual and half-yearly financial reports pursuant to Article 8(1)(b) of Directive 2004/109/EC, should also be allowed to incorporate by reference in a prospectus all or part of their annual and interim financial information, audit reports, financial statements, management reports or corporate governance statements, subject to their electronic publication.

Amendment 215 #

Proposal for a regulation
Recital 53

(53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process and streamlining the approval process by the national competent authorities in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities. ESMA should play a key role in fostering supervisory convergence in this field by using its powers under Regulation (EU) No 1095/2010 of the European Parliament and of the Council13. In particular, ESMA should conduct peer reviews covering activities of the competent authorities under this Regulation within an appropriate time-frame before the review of this Regulation and in accordance with Regulation (EU) No 1095/2010. __________________ 13 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC, (OJ L 331, 15.12.2010, p. 84)

Amendment 216 #

Proposal for a regulation
Recital 53 a (new)

(53a) ESMA should make an assessment of the design, financing and operation of a central workflow system in the context of Capital Markets Union together with the national competent authorities.

Amendment 217 #

Proposal for a regulation
Recital 54

(54) To facilitate the access to the markets of Member States, it is important that fees charged by competent authorities for the approval and filing of prospectuses and their related documents are disclosed. Charges imposed on issuers established in a third country should reflect the additional burden such establishment creates for the national competent authority of the Member States where the securities are issued.

Amendment 218 #

Proposal for a regulation
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 electronic prospectuses allowing access free of charge and appropriate search facilities for the public. 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 219 #

Proposal for a regulation
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 220 #

Proposal for a regulation
Recital 56

(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors~~, and~~. Without prejudice to the passport mechanism under this Regulation, the supervision of such advertisements is an integral part of the role of the competent authorit~~ies~~y of the host Member States, considering their linguistic competences and better knowledge of local corporate and consumer laws, investors' culture and level of financial education.

Amendment 221 #

Proposal for a regulation
Recital 56

(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors~~, and the supervision of such advertisements is an integral part of the role of competent authoritie~~. In view of their proximity, better comprehension of the language and more profound knowledge of the relevant national legislation, the competent authorities of the Member States where the advertisements are disseminated should be competent for the supervision of such advertisements.

Amendment 222 #

Proposal for a regulation
Recital 56

(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and, without prejudice to the passport mechanism under this Regulation, the supervision of such advertisements is an integral part of the role of the competent authorities of the Member States where the prospectus is advertised, given their intrinsic skills, notably their linguistic competences as well as their knowledge of local corporate and consumer laws, investors' culture and level of financial education.

Amendment 223 #

Proposal for a regulation
Recital 56

(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and the supervision of such advertisements is an integral part of the role of competent authorities. The competent authorities of the Member States where the advertisements are disseminated should be responsible for the supervision of advertisements made in that Member State.

Amendment 224 #

Proposal for a regulation
Recital 56

(56) It is also necessary to harmonise advertisements in order to avoid undermining public confidence and prejudicing the proper functioning of financial markets. The fairness and accuracy of advertisements, as well as their consistency with the content of the prospectus are of utmost importance for the protection of investors, including retail investors, and the supervision of such advertisements is an integral part of the role of competent authorities, with the cooperation of both home and host Member States and subject to ESMA mediation in the event of disputes.

Amendment 225 #

Proposal for a regulation
Recital 59

(59) The obligation for an issuer to translate the full prospectus into all the relevant official languages discourages cross-border offers or multiple trading. To facilitate cross-border offers, where the prospectus is drawn up in a language that is customary in the sphere of international finance, only the summary should be translated in the official language(s) of the host or home Member State(s) or in one of the official languages used in the part of the Member State where the investment product is distributed.

Amendment 226 #

Proposal for a regulation
Recital 59

Amendment 227 #

Proposal for a regulation
Recital 60

(60) The competent authorityies of the ~~host~~other Member States should be entitled to receive a certificate from the competent authority of the ~~home~~ Member State where the issuer has his registered office which states that the prospectus has been drawn up in accordance with this Regulation. The competent authority of the ~~home~~ Member State where the issuer is domiciled should also notify the issuer or the person responsible for drawing up the prospectus of the certificate of approval of the prospectus that is ~~addressed to the authority of the host~~valid in any Member State in order to provide the issuer or the person responsible for drawing up the prospectus with certainty as to whether and when a notification has actually been made.

Amendment 228 #

Proposal for a regulation
Recital 60

(60) The competent authority of the host Member State should be entitled to receive a certificate from the competent authority of the home Member State which states that the prospectus or the universal registration document has been drawn up in accordance with this Regulation. The competent authority of the home Member State should also notify the issuer or the person responsible for drawing up the prospectus or the universal registration document of the certificate of approval of the prospectus that is addressed to the authority of the host Member State in order to provide the issuer or the person responsible for drawing up the prospectus or the universal registration document with certainty as to whether and when a notification has actually been made.

Amendment 229 #

Proposal for a regulation
Recital 60

(60) The competent authority of the hostme Member State should be entitled to receive a certificate from the competent authority of the home Member State which states that the prospectus has been drawn up in accordance with this Regulation. The competent authority of the home Member State should also notifynotify ESMA and the issuer or the person responsible for drawing up the prospectus of the certificate of approval of the prospectus ~~that is addressed to the authority of the host Member State~~ in order to provide the issuer or the person responsible for drawing up the prospectus with certainty as to whether and when a notification has actually been made.

Amendment 230 #

Proposal for a regulation
Recital 60

(60) ~~The competent authority of the~~ESMA should act as the single competent administrative authority responsible for carrying out the duties resulting from this Regulation. The national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 of the home and host Member State should be entitled to receive a certificate from the competent authority ~~of the home Member State~~ which states that the prospectus has been drawn up in accordance with this Regulation. The competent authority ~~of the home Member State~~ should also notify the issuer or the person responsible for drawing up the prospectus of the certificate of approval of the prospectus that is addressed to the authority of the host Member State in order to provide the issuer or the person responsible for drawing up the prospectus with certainty as to whether and when a notification has actually been made.

Amendment 231 #

Proposal for a regulation
Recital 61

(61) In order to ensure that the purposes of this Regulation will be fully achieved, it is also necessary to include within its scope securities issued by issuers governed by the laws of third countries. Third country issuers drawing up a prospectus under this Regulation should appoint a representative among the entities which carry out activities that are regulated and supervised under EU financial services regulation, to serve as a contact point for the purposes of this Regulation. The representative should ensure compliance, jointly with the issuer, with the provisions of this Regulation. In order to ensure exchanges of information and cooperation with third-country authorities in relation to the effective enforcement of this Regulation, ~~competent authorities~~the ESMA should conclude cooperation arrangements with their counterparts in third countries. Any transfer of personal data carried out on the basis of those agreements should comply with Directive 95/46/EC and with Regulation (EC) No 45/2001 of the European Parliament and of the Council.

Amendment 232 #

Proposal for a regulation
Recital 61

(61) In order to ensure that the purposes of this Regulation will be fully achieved, it is also necessary to include within its scope securities issued by issuers governed by the laws of third countries. Third country issuers drawing up a prospectus under this Regulation should appoint a representative among the entities which carry out activities that are regulated and supervised under EU financial services regulation, to serve as a contact point for the purposes of this Regulation. The representative should ensure compliance, jointly with the issuer, with the provisions of this Regulation. In order to ensure exchanges of information and cooperation with third-country authorities in relation to the effective enforcement of this Regulation, competent authorities should conclude cooperation arrangements with their counterparts in third countries. Any transfer of personal data carried out on the basis of those agreements should comply with Directive 95/46/EC and with Regulation (EC) No 45/2001 of the European Parliament and of the Council.

Amendment 233 #

Proposal for a regulation
Recital 61

(61) In order to ensure that the purposes of this Regulation will be fully achieved, it is also necessary to include within its scope securities issued by issuers governed by the laws of third countries. Third country issuers drawing up a prospectus under this Regulation should appoint a representative among the entities which carry out activities that are regulated and supervised under EU financial services regulation, to serve as a contact point for the purposes of this Regulation. The representative should ensure compliance, jointly with the issuer, with the provisions of this Regulation. In order to ensure exchanges of information and cooperation with third-country authorities in relation to the effective enforcement of this Regulation, competent authorities should conclude cooperation arrangements with their counterparts in third countries. Any transfer of personal data carried out on the basis of those agreements should comply with Directive 95/46/EC and with Regulation (EC) No 45/2001 of the European Parliament and of the Council.

Amendment 234 #

Proposal for a regulation
Recital 62

(62) A variety of competent authorities in Member States, with different responsibilities, ~~may~~would create unnecessary costs and overlapping of responsibilities without providing any additional benefit. ~~In each Member State,~~Therefore, ESMA as a single competent authority is~~hould be~~ designated to approve prospectuses and to assume responsibility for supervising compliance with this Regulation. ~~That competent authority should be established as an administrative authority and~~ESMA should act in such a form that their independence from economic actors is guaranteed and conflicts of interest are avoided. The designation of aESMA as a single competent authority for prospectus approval should not exclude cooperation between that competent authority and other entities, such as banking and insurance regulators or listing authorities, with a view to guaranteeing efficient scrutiny and approval of prospectuses in the interest of issuers, investors, markets participants and markets alike. Delegation of tasks by athe competent authority to another entity should only be permitted where it relates to the publication of approved prospectuses.

Amendment 235 #

Proposal for a regulation
Recital 63

(63) A set of effective tools and powers and resources for the competent authorit~~ies of Member States~~y guarantees supervisory effectiveness. This Regulation therefore should in particular provide for a minimum set of supervisory and investigative powers with which the competent authorit~~ies of Member States~~y should be entrusted in accordance with national law. Those powers should be exercised, where the national law so requires, by application to the competent judicial authorities. When exercising ~~their~~its powers under this Regulation the competent authorit~~ies and ESMA~~y should act objectively and impartially and remain autonomous in their decision making.

Amendment 236 #

Proposal for a regulation
Recital 63

(63) A set of effective tools and powers and resources for the competent authorities of Member States guarantees supervisory effectiveness. This Regulation therefore should in particular provide for a minimum set of responsibilities and supervisory and investigative powers with which competent authorities of Member States should be entrusted in accordance with national law. Those powers should be exercised, where the national law so requires, by application to the competent judicial authorities. When exercising their powers under this Regulation competent authorities and ESMA should act objectively and impartially and remain autonomous in their decision making.

Amendment 237 #

Proposal for a regulation
Recital 65

(65) In line with the Commission Communication of 8 December 2010 entitled 'Reinforcing sanctioning regimes in the financial services sector' and in order to ensure that the requirements of this Regulation are fulfilled, it is important that Member States take necessary steps to ensure that infringements of this Regulation are subject to appropriate administrative penalties and measures. Those penalties and administrative measures should be effective, proportionate and dissuasive and ensure a common approach in Member States and a deterrent effect. This Regulation establishes criteria for a minimum sanction but should not limit Member States in their ability to provide for higher levels of administrative sanctions.

Amendment 238 #

Proposal for a regulation
Recital 67

(67) Although Member States may lay down rules for administrative and criminal penalties for the same infringements, Member States should not be required to lay down rules for administrative penalties for the infringements of this Regulation which are subject to national criminal law by [enter date of application of this Regulation]. In accordance with national law, Member States are not obliged to impose bothThis Regulation specifies minimum requirements for Member States to lay down rules for administrative ~~and criminal~~ penalties for the same offence, but they should be able to do so if their national law so permits. However, the maintenance of criminal penalties instead of administrative penalties for infringements of this Regulation should not reduce or otherwise affect the ability of competent authorities to cooperate, access and exchange information in a timely way with competent authorities in other Member States for the purposes of this Regulation, including after any referral of the relevant infringements to the competent judicial authorities for criminal prosecutioninfringements. That provision should ensure that the same penalty applies across the Union for any infringements.

Amendment 239 #

Proposal for a regulation
Recital 68 a (new)

(68a) In order to examine the reasons behind the greatly varying estimates of costs, to inform legislators and to promote competition amongst the providers of services related to the drawing up of prospectuses, ESMA should provide detailed statistics on the costs of producing a prospectus, accompanied by an analysis of the effectiveness of competition between services providers involved in drawing up prospectuses and recommendations on how to reduce costs.

Amendment 240 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Recital 69

(69) In order to specify the requirements set out in this Regulation, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of ~~the thresholds mentioned in point (i) of Article 1(2), in points (c) and (d) of Article 1(3),~~ the minimum information content of the documents referred to in points (f) and (g) of Article 1(3) and points (d) and (e) of Article 1(4), the adjustment of the definitions of Article 2, the scrutiny, approval, filing and review of the universal registration document, as well as the conditions for its amendment or updating and the conditions where the status of frequent issuer may be lost, the format of the prospectus, the base prospectus and the final terms, and the specific information which must be included in a prospectus, the minimum information contained in the universal registration document, the reduced information contained in the simplified registration document and securities note in case of secondary issuances and by SMEs, the format allowed under Article 15(2), the authorisation of the omission from the prospectus of certain information, the procedures for the scrutiny and approval of the prospectus, the advertisements for securities falling under the scope of this Regulation, and the general equivalence criteria for prospectuses drawn up by third country issuers. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level. The Commission, when preparing and drawing up delegated acts, should ensure a simultaneous, timely and appropriate transmission of relevant documents to the European Parliament and to the Council.

Amendment 241 #

Proposal for a regulation
Recital 74 – indent 3

~~- the need to facilitate access to capital markets for SMEs while ensuring investor confidence in investing in such companies,~~deleted

Amendment 242 #

Dariusz ROSATI

Proposal for a regulation
Recital 76

(76) No later than ~~fiv~~three years after the entry into force of this Regulation, the Commission should review the application of this Regulation and assess in particular whether the disclosure regimes for secondary issuances and for SMEs, the universal registration document and the prospectus summary remain appropriate to meet the objectives pursued by this Regulation.

Amendment 243 #

Proposal for a regulation
Recital 78

(78) Since the objectives of this Regulation, namely to enhance investor protection and market efficiency while establishing the Capital Markets Union, cannot be sufficiently achieved by the Member States but can rather, by reason of its effects, be better achieved at Union level, the Union may adopt measures in accordance with principle of subsidiarity as set out in Article 5 of the Treaty of the European Union. In accordance with the principle of proportionality, as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.deleted

Amendment 244 #

Proposal for a regulation
Article 1 – paragraph 1

1. The purpose of this Regulation is to lay down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ~~situated o~~or a multilateral trading facility (MTF) or an organised trading facility (OTF) or a systematic internaliser operating within a Member State.

Amendment 245 #

Proposal for a regulation
Article 1 – paragraph 2 – point a

~~(a) units issued by collective investment undertakings other than the closed-end type;~~deleted

Amendment 246 #

Proposal for a regulation
Article 1 – paragraph 2 – point a

(a) units issued by collective investment undertakings ~~other than the closed-end type~~;

Amendment 247 #

Proposal for a regulation
Article 1 – paragraph 2 – point b

(b) non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States;deleted

Amendment 248 #

Jonás FERNÁNDEZ, Ramón JÁUREGUI ATONDO

Proposal for a regulation
Article 1 – paragraph 2 – point b

(b) non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies ~~of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States~~;

Amendment 249 #

Proposal for a regulation
Article 1 – paragraph 2 – point b

(b) nNon-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States, by the European Investment Bank, the European Fund for Strategic Investments, the European Stability Mechanism or any other European Union institution or agency;

Amendment 250 #

Jonás FERNÁNDEZ, Ramón JÁUREGUI ATONDO

Proposal for a regulation
Article 1 – paragraph 2 – point c

(c) shares in the capital of central banks of the Member States, the European Central Bank, the European Investment Bank, the European Fund for Strategic Investments or any other European Union institution or agency;

Amendment 251 #

Jonás FERNÁNDEZ, Ramón JÁUREGUI ATONDO

Proposal for a regulation
Article 1 – paragraph 2 – point d

~~(d) securities unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities;~~deleted

Amendment 252 #

Proposal for a regulation
Article 1 – paragraph 2 – point d

(d) securities unconditionally and irrevocably guaranteed by the European Union, a Member State or by one of a Member State's regional or local authorities;

Amendment 253 #

Proposal for a regulation
Article 1 – paragraph 2 – point d

(d) securities wholly, unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities;

Amendment 254 #

Proposal for a regulation
Article 1 – paragraph 2 – point e

(e) securities issued by associations with legal status or non-profit-making bodies, recognised by a Member State, for the purposes of obtaining the funding necessary to achieve their non-profit- making objectives;deleted

Amendment 255 #

Proposal for a regulation
Article 1 – paragraph 2 – point f

(f) non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities comply with all of the following conditions: (i) they are not subordinated, convertible or exchangeable; (ii) they do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument; (iii) they materialise reception of repayable deposits; (iv) they are covered by a deposit guarantee scheme under Directive 2014/49/EU of the European Parliament and of the Council17 ; __________________ 17Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes (OJ L 173, 12.6.2014, p. 149).deleted

Amendment 256 #

Proposal for a regulation
Article 1 – paragraph 2 – point f

Amendment 257 #

Proposal for a regulation
Article 1 – paragraph 2 – point h

(h) ‘bostadsobligationer’ issued repeatedly by credit institutions in Sweden whose main purpose is to grant mortgage loans, provided that (i) the ‘bostadsobligationer’ issued are of the same series; (ii) the ‘bostadsobligationer’ are issued on tap during a specified issuing period; (iii) the terms and conditions of the ‘bostadsobligationer’ are not changed during the issuing period; (iv) the sums deriving from the issue of the said ‘bostadsobligationer’, in accordance with the articles of association of the issuer, are placed in assets which provide sufficient coverage for the liability deriving from securities;deleted

Amendment 258 #

Proposal for a regulation
Article 1 – paragraph 2 – point h

Amendment 259 #

Proposal for a regulation
Article 1 – paragraph 2 – point i

(i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 75 000 000 per credit institution over a period of 12 months, provided that those 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.deleted

Amendment 260 #

Proposal for a regulation
Article 1 – paragraph 2 – point i – introductory part

Amendment 261 #

Proposal for a regulation
Article 1 – paragraph 2 – point i – introductory part

Amendment 262 #

Proposal for a regulation
Article 1 – paragraph 2 – point i – point i a (new)

(ia) are not issued in order to meet the minimum requirement for eligible liabilities under [BRRD/SRM];

Amendment 263 #

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

~~(b) an offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors;~~deleted

Amendment 264 #

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

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors; , sophisticated investors, existing employees or shareholders;

Amendment 265 #

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

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;.

Amendment 266 #

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

(b) an offer of securities addressed to fewer than 15300 natural or legal persons per Member State, other than qualified investors;

Amendment 267 #

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

(b) an offer of securities addressed to fewer than 15200 natural or legal persons per Member State, other than qualified investors;

Amendment 268 #

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

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;

Amendment 269 #

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

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

Amendment 270 #

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

(ba) Offers of securities whose denomination per unit amounts at least EUR 100 000;

Amendment 271 #

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

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

Amendment 272 #

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

~~(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;~~deleted

Amendment 273 #

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

(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;

Amendment 274 #

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;

Amendment 275 #

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;

Amendment 276 #

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 500 000, which shall be calculated over a period of 12 months;~~deleted

Amendment 277 #

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 500 000, which shall be calculated over a period of 12 months;~~deleted

Amendment 278 #

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 510 000 000, which shall be calculated over a period of 12 months;

Amendment 279 #

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 510 000 000, which shall be calculated over a period of 12 months;

Amendment 280 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

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;

Amendment 281 #

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 5100 000, which shall be calculated over a period of 12 months;

Amendment 282 #

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

(da) an offer of securities addressed solely to sophisticated investors;

Amendment 283 #

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

(f) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

Amendment 284 #

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

(g) securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

Amendment 285 #

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

(h) dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;deleted

Amendment 286 #

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

(i) securities offered, allotted or to be allotted to existing or former directors ~~or employees by their employer or by an affiliated undertaking~~ provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment.

Amendment 287 #

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

(i) securities offered, allotted or to be allotted to existing or former directors ~~or employees~~ by their employer or by an affiliated undertaking provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment.

Amendment 288 #

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

(ia) securities offered, allotted or to be allotted in lieu of cash as part of extraordinary compensation to existing or former employees by their employer or by an affiliated undertaking provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment.

Amendment 289 #

Proposal for a regulation
Article 1 – paragraph 4 – point a

(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20 per cent of the number of securities already admitted to trading on the same regulated market;deleted

Amendment 290 #

Proposal for a regulation
Article 1 – paragraph 4 – point b

(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 20 per cent of the number of shares of the same class already admitted to trading on the same regulated market. Where a prospectus was drawn up in accordance with either this Regulation or Directive 2003/71/EC upon the offer to the public or admission to trading of the securities giving access to the shares, or where the securities giving access to the shares were issued before the entry into force of this Regulation, this Regulation shall not apply to the admission to trading on a regulated market of the resulting shares irrespective of their proportion in relation to the number of shares of the same class already admitted to trading on the same regulated market.;

Amendment 291 #

Proposal for a regulation
Article 1 – paragraph 4 – point d

(d) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

Amendment 292 #

Proposal for a regulation
Article 1 – paragraph 4 – point e

(e) securities offered, allotted or to be allotted in connection with a merger or a division, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

Amendment 293 #

Proposal for a regulation
Article 1 – paragraph 4 – point f

(f) shares offered, allotted or to be allotted free of charge to existing shareholders, ~~and dividends paid out in the form of shares of the same class as the shares in respect of which such dividends are paid,~~ provided that the said shares are of the same class as the shares already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer or allotment;

Amendment 294 #

Proposal for a regulation
Article 1 – paragraph 4 – point g

(g) securities offered, allotted or to be allotted to existing or former directors ~~or employees by their employer or an affiliated undertaking~~, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer or allotment;

Amendment 295 #

Proposal for a regulation
Article 1 – paragraph 4 – point g

(g) securities offered, allotted or to be allotted to existing or former directors ~~or employees~~ by their employer or an affiliated undertaking, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer or allotment;

Amendment 296 #

Proposal for a regulation
Article 1 – paragraph 4 – point h – point i

~~(i) that these securities, or securities of the same class, have been admitted to trading on that other regulated market for more than 18 months;~~deleted

Amendment 297 #

Proposal for a regulation
Article 1 – paragraph 5

5. In order to take account of technical developments on financial markets, including inflation, the Commission may adopt, by means of delegated acts in accordance with Article 42, measures concerning: (a) the adjustment of the monetary limit laid down in point (i) of paragraph 2 of this Article; (b) the thresholds in points (c) and (d) of paragraph 3 of this Article;deleted

Amendment 298 #

Proposal for a regulation
Article 1 – paragraph 5 – point b

~~(b) the thresholds in points (c) and (d) of paragraph 3 of this Article;~~deleted

Amendment 299 #

Proposal for a regulation
Article 1 – paragraph 6

~~6. The Commission shall be empowered to adopt~~ delegated ~~acts in accordance with Article 42 setting out the minimum information content of the documents referred to in points (f) and (g) of paragraph 3 and points (d) and (e) of paragraph 4 of this Article.~~

Amendment 300 #

Proposal for a regulation
Article 2 – paragraph 1 – point a

(a) ‘securities’ means transferable securities as defined by Article 4(1)(44) of Directive 2014/65/EU ~~with the exception of~~including money market instruments as defined by Article 4(1)(17) of Directive 2014/65/EU, ~~having a maturity of less than 12 month~~structured finance products, derivatives;

Amendment 301 #

Proposal for a regulation
Article 2 – paragraph 1 – point d

(d) ‘offer of securities to the public’ means a communication to persons in any form and by any means, presenting ~~sufficient~~ information on the terms of the offer and the securities to be offered, ~~so as to enable~~presented as a basis for an investor to decide to purchase or subscribe to these securities. This definition also applies to the placing of securities through financial intermediaries;

Amendment 302 #

Proposal for a regulation
Article 2 – paragraph 1 – point e a (new)

(ea) 'retail investor' means an investor that is not a qualified investor.

Amendment 303 #

Proposal for a regulation
Article 2 – paragraph 1 – point e a (new)

(ea) 'sophisticated investor' means a person or entity within the meaning of Article 6(1) of Regulation (EU) No 345/2013;

Amendment 304 #

Proposal for a regulation
Article 2 – paragraph 1 – point f – indent 1

- companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding EUR 43100 000 000 and an annual net turnover not exceeding EUR 51 000 000 000; or

Amendment 305 #

Proposal for a regulation
Article 2 – paragraph 1 – point f – indent 2

~~- small and medium-sized enterprises as defined in Article 4(1)(13) of Directive 2014/65/EU.~~deleted

Amendment 306 #

Proposal for a regulation
Article 2 – paragraph 1 – point f a (new)

(fa) 'Mid-Caps' for the purposes of this Regulation means a company that had an average market capitalisation of less than EUR 500 000 000 on the basis of end-year quotes for the previous three calendar years;

Amendment 307 #

Proposal for a regulation
Article 2 – paragraph 1 – point k – indent - 1 (new)

- published by or on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor;

Amendment 308 #

Proposal for a regulation
Article 2 – paragraph 1 – point k – subparagraph 1 a (new)

Investment research, as defined in Article 2(1)(va), published or distributed by an investment firm and not on behalf of the issuer, the offeror, the person asking for admission to trading on a regulated market or the guarantor, is not an advertisement falling within this Article.

Amendment 309 #

Proposal for a regulation
Article 2 – paragraph 1 – point l

(l) ‘regulated information’ means all information ~~as defined in Article 2(1)(k) of Directive 2004/109/EC;~~ which the issuer, or any other person who has applied for admission to trading of securities to trading on a regulated market without the issuer's consent, is required to disclose under Directive 2004/109/EC or under the laws, regulations or administrative provisions of a Member State adopted under Article 3(1) of that Directive and under Articles 17 and 19 of Regulation (EU) No 596/2014;

Amendment 310 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – introductory part

(m) ‘~~home~~ Member State~~’ means:~~ where the issuer is domiciled, that is to say, where it has its registered office’ means: (This amendment applies throughout the text)

Amendment 311 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point i

(i) for all issuers of securities ~~establish~~incorporated in the Union ~~which are not mentioned in point (ii)~~, the Member State where the issuer has its registered office;

Amendment 312 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point i

(i) for all issuers of securities established in the Union ~~which are not mentioned in point (ii)~~, the Member State where the issuer has its registered office;

Amendment 313 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point i

(i) for all issuers of securities established in the Union ~~which are not mentioned in point (ii)~~, the Member State where the issuer has its registered office;

Amendment 314 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii

(ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission. The same shall apply to non-equity securities in a currency other than euro, provided that the value of such minimum denomination is nearly equivalent to EUR 1 000;deleted

Amendment 315 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii

Amendment 316 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii

Amendment 317 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point ii

(ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non- equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission. The same shall apply to non-equity securities in a currency other than euro, provided that the value of such minimum denomination is nearly equivalent to EUR 1 000;

Amendment 318 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point iii – introductory part

(iii) for all issuers of securities established in a third country ~~which are not mentioned in point (ii)~~, the Member State where the securities are intended to be offered to the public for the first time or where the first application for admission to trading on a regulated market is made, at the choice of the issuer, the offeror or the person asking for admission, subject to a subsequent choice by issuers established in a third country in either of the following circumstances:

Amendment 319 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point iii – introductory part

Amendment 320 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point iii – introductory part

Amendment 321 #

Proposal for a regulation
Article 2 – paragraph 1 – point m – point iii – introductory part

Amendment 322 #

Proposal for a regulation
Article 2 – paragraph 1 – point n

(n) ‘~~host~~ Member State of issue’ means the Member State where an offer to the public is made or admission to trading is sought, when different from the ~~home~~ Member State; where the issuer is domiciled; (This amendment applies throughout the text)

Amendment 323 #

Proposal for a regulation
Article 2 – paragraph 1 – point o – introductory part

(o) ‘collective investment undertaking ~~other than the closed-end type’ means unit trusts and investment companies with both of the following characteristics:~~’ means undertakings for collective investment in transferable securities (UCITS) authorised in accordance with Article 5 of Directive 2009/65/EC of the European Parliament and of the Council and alternative investment funds (AIFs) within the meaning of Article 4(1)(a) of Directive 2011/61/EU of the European Parliament and of the Council;

Amendment 324 #

Proposal for a regulation
Article 2 – paragraph 1 – point o – introductory part

(o) ‘collective investment undertaking ~~other than the closed-end type’~~' means unit trusts and investment companies with both of the following characteristics:

Amendment 325 #

Proposal for a regulation
Article 2 – paragraph 1 – point v a (new)

(va) ‘investment research’ in this context shall be understood as covering research material or services concerning one or several financial instruments or other assets, or the issuers or potential issuers of financial instruments, or be closely related to a specific industry or market such that it informs views on financial instruments, assets or issuers within that sector. That type of material or services explicitly or implicitly recommends or suggests an investment strategy and provides a substantiated opinion as to the present or future value or price of such instruments or assets, or otherwise contains analysis and original insights and reach conclusions based on new or existing information that could be used to inform an investment strategy and be relevant and capable of adding value to the investment firm's decisions on behalf of clients being charged for that research.

Amendment 326 #

Proposal for a regulation
Article 2 – paragraph 1 – point v a (new)

(va) 'seal of quality': that given by ESMA or the competent authority to a particular issue where the issuer publishes a prospectus without being obliged to do so;

Amendment 327 #

Proposal for a regulation
Article 2 – paragraph 1 – point v b (new)

(vb) 'European prospectus identification number': code drawn up by ESMA to identify prospectuses and assigned by the competent authorities;

Amendment 328 #

Proposal for a regulation
Article 2 – paragraph 2

2. In order to take account of technical developments on financial markets, the Commission shall be empowered to adopt delegated acts in accordance with Article 42 to specify some technical elements of the definitions laid down in paragraph 1 of this Article, ~~including~~with the exception of the adjustment of the figures established in the definition of 'small and medium-sized enterprises (SMEs)' in point (f) of paragraph 1, taking into account the situation on different national markets, including the classification of enterprises used by the operators of regulated markets and multilateral trading facilities, Union legislation and recommendations as well as economic developments.

Amendment 329 #

Proposal for a regulation
Article 3 – title

Obligation to publish a prospectus ~~and exemption~~

Amendment 330 #

Proposal for a regulation
Article 3 – paragraph 1

1. Securities shall not be offered to the public in the Union without prior publication of a prospectus or an SME prospectus.

Amendment 331 #

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) the offer is made only in that Member State, and (b) the total consideration of the offer 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

Amendment 332 #

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) the offer is made only in that Member State, and b) the total consideration of the offer 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

Amendment 333 #

Proposal for a regulation
Article 3 – paragraph 2

Amendment 334 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – introductory part

2. A Member State ~~may~~shall exempt offers of securities to the public from the prospectus requirement of paragraph 1 provided that:

Amendment 335 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point a

~~(a) the offer is made only in that Member State, an~~deleted

Amendment 336 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point a

~~(a) the offer is made only in that Member State, an~~deleted

Amendment 337 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point a

(a) the offer is ~~made only in that Member State~~not subject to notification in accordance with Article 24, and

Amendment 338 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b

~~(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 10 000 000.~~deleted

Amendment 339 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

Amendment 340 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

Amendment 341 #

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

Amendment 342 #

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

Amendment 343 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

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

Amendment 344 #

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

2a. The referred thresholds shall be assessed after one year of the implementation of this Regulation and they shall be modified if the assessment so indicates.

Amendment 345 #

Proposal for a regulation
Article 3 – paragraph 3

3. Securities shall not be admitted to trading on a regulated market situated or operating within the Union without prior publication of a prospectus. For securities admitted to trading by an SME on an MTF, including an SME growth market, the simplified procedure laid down in Article 15 is applicable. Member States shall refrain from imposing 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.

Amendment 346 #

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

3a. In order to take account of exchange rate movements, including inflation and exchange rates for currencies other than the euro, the Commission may adopt, by means of delegated acts in accordance with Article 42, measures concerning the threshold laid down in point (b) of paragraph 2 of this Article.

Amendment 347 #

Proposal for a regulation
Article 4 – paragraph 1

Where an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of this Regulation as defined in Article 1, an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation. The voluntary drawing up of a prospectus may result in eligibility for a national quality label issued by the competent authority, or a European quality label issued by the ESMA.

Amendment 348 #

Proposal for a regulation
Article 6 – paragraph 1

1. Without prejudice to Article 14(2) and Article 17(2), the prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, a multilateral trading facility, or any other trading venue, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. That information shall be presented in an easily analysable, succinct and comprehensible form.

Amendment 349 #

Proposal for a regulation
Article 6 – paragraph 1

1. ~~Without prejudice to Article 14(2) and Article 17(2), t~~The prospectus shall contain the necessary information ~~which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors~~. Necessary information means the information which a reasonable investor would require and expect to find in the prospectus in order to make an informed assessment of: (a) the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor,; and of(b) the rights attach~~ing to such~~ed to the securities being offered to the public; for the purpose of investing in those securities. Thate necessary information ~~shall be presented in an easily analysable, succinct and comprehensible form~~may differ depending on: (a) the particular nature of the issuer; (b) the type of securities; (c) the circumstances of the issuer; (d) where relevant, the type of investor targeted in the offer to the public or admission to trading, the likely knowledge of such type of investor, and the market on which the securities are to be admitted to trading; (e) any information made available to investors further to requirements imposed on the issuer of the securities under Union or national law or the rules of any competent authority; (f) the applicability of any proportionate disclosure regime as set out in Article 14 and Article 15; In the event that information is omitted from the prospectus pursuant to Article 17(2), the prospectus may still satisfy the requirement in paragraph 1.

Amendment 350 #

Proposal for a regulation
Article 6 – paragraph 1

1. ~~Without prejudice to Article 14(2) and Article 17(2), the~~The prospectus shall contain the necessary information, which includes information on at least: (a) the assets and liabilities, net turnover, profit or loss before tax, and tax liabilities of the issuer, and the accumulated earnings, financial position and prospectus ~~shall contain the information which, according to the particular nature of the issuer and of the securities offered~~of the issuer and any guarantor; (b) the rights attaching to the securities for the purpose of making an investment in those securities; (c) the cost of fundraising, broken down between the different elements such as underwriting and placing commissions, financial advisory fees, reporting accountant fees, and legal fees. 1a. Necessary information may differ depending on: (a) the nature of the issuer; (b) the type of securities; (c) the circumstances of the issuer; (d) where relevant, the type of investor targeted in the offer to the public or admi~~tted~~ssion to trading ~~on a regulated market, is necessary to en~~, the likely knowledge of such type of investor, and the market on which the securities are to be admitted to trading; (e) any information made available to investors ~~to make an informed assessment of the asset~~further to requirements imposed on the issuer of the securities aund ~~liabilities, financial position, profit and losses, and prospects of the issuer an~~er Union or national law or the rules of any listing authority, trading venue or regulated market by or on which the issuer's securities are listed ofr a~~ny guarantor, and of the rights attaching to such securities~~dmitted to trading, which can be accessed through an officially appointed mechanism as referred to in Article 21 of Directive 2004/109/EC. 1b. Thate information ~~shall be~~in a prospectus shall be drafted and presented in an easily analysable~~, succinct~~ and comprehensible form. , taking into account the factors set out in paragraph 1a.

Amendment 351 #

Proposal for a regulation
Article 6 – paragraph 1

1. Without prejudice to Article 14(2) and Article 17(2), the prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is ~~necessary to~~material in enableing investors to make an informed assessment of whether to invest in those securities based on: (a) the assets and liabilities, financial position, profit and losses, financial position and prospects of the issuer and of any guarantor, and of(b) the rights attaching to such securities. ~~That information shall be presented in an easily analysable, succinct and comprehensible form.~~

Amendment 352 #

Proposal for a regulation
Article 6 – paragraph 1 a (new)

1a. That information shall be presented in an easily analysable, succinct and comprehensible format and may differ depending upon: (a) the nature of the issuer; (b) the type of securities; (c) the circumstances of the issuer; (d) where relevant, the type of investor targeted in the offer to the public or admission to trading, the likely knowledge of the investor or the market on which the securities are to be admitted to trading; (e) any information made available to investors further to requirements imposed on the issuer of the securities under Union or national law, or the rules of any listing authority, trading venue or regulated market by or on which the issuer's securities are listed or admitted to trading, which can be accessed through an officially appointed mechanism as referred to in Article 21 of Directive 2004/109/EC.

Amendment 353 #

Proposal for a regulation
Article 6 – paragraph 1 a (new)

1a. That information shall be drafted and presented in an easily analysable and comprehensible form.

Amendment 354 #

Proposal for a regulation
Article 6 – paragraph 1 b (new)

1b. The information in a prospectus shall be drafted and presented in an easily analysable and comprehensible form, taking into account the factors set out in this Article.

Amendment 355 #

Proposal for a regulation
Article 7 – title

The prospectus ~~summary~~introduction (This amendment applies throughout the text)

Amendment 356 #

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include a summary providing the key information that investors need in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such securities. However, where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered solely to qualified investors and securities offered to trading by an SME on an MTF including an SME growth market there shall be no requirement to provide a summary.

Amendment 357 #

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include an adequate and comparable summary providing the key information that investors need in order to understand and assess the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading ~~on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such~~, and that, read on its own, enables retail investors to make an informed decision about investing in such securities and to compare them with other securities.

Amendment 358 #

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include a summary providing the key information that investors need based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs) in order to understand the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such securities.

Amendment 359 #

Proposal for a regulation
Article 7 – paragraph 1

Amendment 360 #

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

There shall be no requirement to provide a summary in any of the following cases:

Amendment 361 #

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

(a) where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered initially solely to qualified investors;

Amendment 362 #

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

(b) where there is an offer of securities whose denomination per unit amounts at least to EUR 100,000;

Amendment 363 #

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

(c) where there is 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.

Amendment 364 #

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

1a. By way of derogation from the first paragraph, where the prospectus relates to the admission to trading on a regulated market of non-equity securities offered to qualified investors, no summary shall be required.

Amendment 365 #

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

1a. Where the prospectus relates to the admission to trading on a regulated market of non-equity securities that are solely offered to qualified investors, there shall be no requirement to provide a summary.

Amendment 366 #

Proposal for a regulation
Article 7 – paragraph 2

2. The content of the summary shall ~~be accurate, fair, clear and not misleading. It~~, when read together with the other parts of the prospectus, be accurate, fair, clear and not misleading. The summary should be read as an introduction to the prospectus and the content of the summary shall be consistent with the other parts of the prospectus.

Amendment 367 #

Proposal for a regulation
Article 7 – paragraph 2 a (new)

2a. The summary shall be read as an introduction to the prospectus.

Amendment 368 #

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~~ten sides of A4-sized paper when printed. ItBy way of derogation from the first subparagraph, the competent authority may extend the maximum length of the summary where the complexity of the issuer's business, the nature of the issue, or the nature of the securities issued so requires. The summary shall:

Amendment 369 #

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:

Amendment 370 #

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:

Amendment 371 #

Sander LOONES

Proposal for a regulation
Article 7 – paragraph 3 – point b

(b) be written in a language and a style that facilitate the understanding of the information, in particular, in language that is clear, non-technical, succinct and comprehensible. regardless of the type of investors concerned.

Amendment 372 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

(ba) The competent authority may grant a derogation to allow the issuer to provide a summary longer than six sides of A4-sized paper required in this paragraph in cases where the complexity of the issuer's activities or the nature of the issue or the nature of the securities offered requires a longer summary.

Amendment 373 #

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

(ba) be written in the official languages used in the part of the Member State where the investment product is distributed or where it has been written in a different language, it shall be translated into one of those languages. The translation shall faithfully and accurately reflect the content of the original document.

Amendment 374 #

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

(ba) be written in the official languages, or in one of the official languages, used in the part of the Member State where the investment product is distributed, or in another language accepted by the competent authorities of that Member State, or where it has been written in a different language, it shall be translated into one of these languages. The translation shall faithfully and accurately reflect the content of the original document.

Amendment 375 #

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

Amendment 376 #

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) ~~an introduction containing warnings~~critical information about the risk and reward profile of the investment, containing appropriate guidance and warnings in relation to all risks associated with investments and the possible maximum loss of invested capital;

Amendment 377 #

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) an introduction containing general and specific warnings;

Amendment 378 #

Proposal for a regulation
Article 7 – paragraph 4 – point b

(b) key information on the issuer, the offeror or the person asking for admission, and the offer itself or the admission to trading;

Amendment 379 #

Proposal for a regulation
Article 7 – paragraph 4 – point c

(c) ~~key information on the securities~~all direct and indirect costs and charges borne by the retail investor that are associated with an investment product;

Amendment 380 #

Proposal for a regulation
Article 7 – paragraph 4 – point d

(d) ~~key informa~~a short description onf the ~~offer itself and/or the admission to trading.~~investment objectives and investment policy and principles, containing key information on past performance;

Amendment 381 #

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

5. The introduction of the summary shall contain: (a) the name of the securities,; (b) the identity and contact details of the issuer, ~~the offeror or~~including its legal entity identifier (LEI); (c) the identity and contact details of the offeror, including its LEI if the offeror has legal personality, or of the person seeking admission,; (d) the identity and contact details of the home competent authority and the date of the document. ~~It shall contain warnings that:~~

Amendment 382 #

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

5. The introduction of the summary shall contain: (a) the name of the securities, (b) the identity and contact details of the issuer, ~~the offeror or~~including its legal entity identifier (LEI); (c) the identity and contact details of the offeror, including its LEI if the offeror has legal personality, or of the person seeking admission, (d) the identity and contact details of the home competent authority and the date of the document. It shall contain warnings that:

Amendment 383 #

Proposal for a regulation
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 384 #

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

5. The introduction ~~of the summary~~ shall contain: the name of the securities,; the identity and contact details of the issuer, ~~the offeror~~including its LEI; the offeror including its LEI where appropriate; 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:

Amendment 385 #

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

5. The introduction of the summary shall contain the name of the securities, the identity and contact details of the issuer, ~~the offeror~~including its legal entity identifier (LEI), the offeror including its LEI if the offeror has a legal personality 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:

Amendment 386 #

Proposal for a regulation
Article 7 – paragraph 5 – point a

~~(a) the summary should be read as an introduction to the prospectus;~~deleted

Amendment 387 #

Proposal for a regulation
Article 7 – paragraph 5 – point a

(a) the summary should be ~~read as an introduction to the prospectus~~a stand-alone document, clearly separated from marketing material, and shall be prepared in a common format;

Amendment 388 #

Proposal for a regulation
Article 7 – paragraph 5 – point d

(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus~~, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities~~.

Amendment 389 #

Miguel VIEGAS, Paloma LÓPEZ BERMEJO, Fabio DE MASI, Miguel URBÁN CRESPO

Proposal for a regulation
Article 7 – paragraph 5 – point d

(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, ~~but only~~ where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus, or where it does not provide~~, when read together with the other parts of the prospectus,~~ all the key information in order to ~~aid~~enable investors ~~when considering whether to invest in~~to understand fully and assess the material risks associated with such securities.

Amendment 390 #

Proposal for a regulation
Article 7 – paragraph 5 – subparagraph 1 a (new)

The summary shall include the following statement: 'Risks appearing in this "Summary" section of the prospectus are, necessarily, selective, incomplete and condensed. Accordingly, prospective investors should consider not only the information in this "Summary" but also the additional risks and uncertainties described in the other sections of the prospectus.'

Amendment 391 #

Proposal for a regulation
Article 7 – paragraph 5 –subparagraph 1a (new)

An investor who demonstrates loss resulting from reliance on the summary under the circumstances referred to in point (d) of first subparagraph, when making an investment into a product for which that summary was produced, may claim damages for that loss in accordance with national law.

Amendment 392 #

Proposal for a regulation
Article 7 – paragraph 6 – point a – indent 1

- its domicile and legal form, the legislation under which it operates, its LEI and its country of incorporation;

Amendment 393 #

Proposal for a regulation
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 394 #

Proposal for a regulation
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 395 #

Proposal for a regulation
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 396 #

Proposal for a regulation
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 397 #

Proposal for a regulation
Article 7 – paragraph 6 – point a – indent 4

- the identity of its key ~~managing directors~~executive directors and board of directors where relevant;

Amendment 398 #

Proposal for a regulation
Article 7 – paragraph 6 – point b

(b) under a sub-section titled 'What are the key financial information regarding the issuer?' a selection of historical key financial information, such as historical rates of returns and payable interest, including, where applicable, pro forma information, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year. The requirement for comparative balance sheet information shall be satisfied by presenting the year- end balance sheet information.

Amendment 399 #

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~~.

Amendment 400 #

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.

Amendment 401 #

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.

Amendment 402 #

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~~all material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.

Amendment 403 #

Othmar KARAS

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~~at least 10 of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.

Amendment 404 #

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~~significant risk factors specific to the issuer that focus in particular on operational and investment risk.

Amendment 405 #

Proposal for a regulation
Article 7 – paragraph 6 – point c

Amendment 406 #

Proposal for a regulation
Article 7 – paragraph 6 – point c

Amendment 407 #

Miguel VIEGAS, Fabio DE MASI, Paloma LÓPEZ BERMEJO, Miguel URBÁN CRESPO

Proposal for a regulation
Article 7 – paragraph 6 – point c

Amendment 408 #

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~~short summary of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.

Amendment 409 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

- their type and class, ~~any security identification~~their ISIN number, their currency, denomination, par value, the number of securities issued, the term of the securities;

Amendment 410 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

- their type and class, ~~any security identification number~~their ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;

Amendment 411 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

- their type and class, ~~any security identification number~~their ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;

Amendment 412 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

– their type and class, any security, identification number, their ISIN, their currency, denomination, par value, the number of securities issued, the term of the securities;

Amendment 413 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 1

- their type and class including information on the level of subordination, any security identification number, their currency, denomination, par value, the number of securities issued, the term of the securities;

Amendment 414 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point a – indent 2

- the rights attached to the securities and how they may be affected by insolvency or, where applicable, resolution;

Amendment 415 #

Proposal for a regulation
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 416 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c

Amendment 417 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c

Amendment 418 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c

Amendment 419 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point c

Amendment 420 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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~~short summary of the risks specific to the securities which the issuer regards as the principal risks relating to the securities according to Article 16.

Amendment 421 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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~~.

Amendment 422 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point d

Amendment 423 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point d

Amendment 424 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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~~all material risk factors specific to the securities, contained in the category of highest materiality according to Article 16.

Amendment 425 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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~~significant risk factors specific to the securities~~, contained in the category of highest materiality according to Article 16~~ that focus in particular on operational and investment risk.

Amendment 426 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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.

Amendment 427 #

Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – 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.

Amendment 428 #

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

The summary shall contain under the sub-sections titled 'What are the key risks that are specific to the issuer?' and 'What are the key risks that are specific to the securities?' a brief description of no more than 10 of the most material risk factors that are specific to the issuer or the securities.

Amendment 429 #

Proposal for a regulation
Article 7 – paragraph 7 –subparagraph 2

Where a key information document is required to be prepared under Regulation (EU) No 1286/2014 of the European Parliament and of the Council21 , the issuer, the offeror or the person asking for admission ~~may~~shall substitute the content set out in this paragraph with the information set out in points (b) to (i) of Article 8(3) of Regulation (EU) No 1286/2014. In that case and where a single summary covers several securities which differ only in some very limited details, such as the issue price or maturity date, according to the last subparagraph of Article 8(8), the length limit set out in paragraph 3 shall be extended by 3 additional sides of A4-sized paper for each additional security. __________________ 21 Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (OJ L 352, 9.12.2014, p. 1).

Amendment 430 #

Proposal for a regulation
Article 7 – paragraph 8 a (new)

8a. In the event that a registration document or a universal registration document approved by the competent authority of a Member State different from the competent authority approving the securities note and the summary pursuant to Article 10(3), and notified to that competent authority pursuant to Article 24(5a), is used to draw up a prospectus consisting of separate documents, the abstract of the registration document or universal registration document shall be reproduced in the summary, subject to the language requirements set out in Article 25, thereby satisfying the information requirement of point (b) of paragraph 4. In that case, the introduction of the summary shall contain the identity and contact details of both home competent authorities and indicate which part of the prospectus was approved by which competent authority. The elements of the summary reproduced from the abstract shall not be subject to scrutiny by the competent authority approving the securities note and the summary.

Amendment 431 #

Proposal for a regulation
Article 7 – paragraph 10

10. The summary ~~shall not~~may contain cross- references to other parts of the prospectus orand incorporate information by reference.

Amendment 432 #

Proposal for a regulation
Article 7 – paragraph 10

10. The summary ~~shall not~~may contain cross- references to other parts of the prospectus or incorporate information by reference.

Amendment 433 #

Proposal for a regulation
Article 7 – paragraph 10

10. The prospectus summary shall not contain cross- references to other parts of the prospectus or incorporate information by reference.

Amendment 434 #

Proposal for a regulation
Article 7 – paragraph 10 a (new)

10a. 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.

Amendment 435 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 1

ESMA shall develop draft regulatory technical standards to specify the content and format of presentation of the historical key financial information referred to under point (b) of paragraph 6, taking into account the various types of securities and issuers.deleted

Amendment 436 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 1

ESMA shall develop draft regulatory technical standards to specify ~~the content and format of presentation of the historical key financial information referred to under point (b) of paragraph 6, taking into account the various types of securities and issuers~~a standard template for the summary.

Amendment 437 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 1

Amendment 438 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 2

~~ESMA shall submit those draft regulatory technical standards to the Commission by [enter date 9 months after entry into force].~~deleted

Amendment 439 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 2

ESMA shall submit those draft regulatory technical standards to the Commission by [enter date 912 months after entry into force].

Amendment 440 #

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 3

~~Power is~~ delegated ~~to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.~~

Amendment 441 #

Proposal for a regulation
Article 8 – paragraph 1

1. For non-equity securities, the prospectus may, at the choice of the issuer, offeror or person asking for the admission to trading ~~on a regulated market~~ consist of a base prospectus containing all relevant information concerning the issuer and the securities offered to the public or to be admitted to trading ~~on a regulated market~~.

Amendment 442 #

Proposal for a regulation
Article 8 – paragraph 7

7. A summary shall only be drawn up when the final terms are ~~approved or~~ filed and such a summary shall be specific to the individual issue.

Amendment 443 #

Proposal for a regulation
Article 8 – paragraph 7

7. A summary shall only be drawn up when the final terms are ~~approved or~~ filed and such a summary shall be specific to the individual issue.

Amendment 444 #

Proposal for a regulation
Article 8 – paragraph 8 – subparagraph 2 – point a

(a) the information of the base prospectus which is only relevant to the individual issue, including ~~the key~~essential information on the issuer;

Amendment 445 #

Proposal for a regulation
Article 8 – paragraph 10 – subparagraph 1

An offer to the public may continue after the expiration of the base prospectus under which it was commenced provided that a ~~succeeding base~~n application for prospectus is approval has been submitted no later than the last day of validity of the previous base prospectus. The final terms of such an offer shall contain a prominent warning on their first page indicating the last day of validity of the previous base prospectus and where the succeeding base prospectus will be published. The succeeding base prospectus shall include or incorporate by reference the form of the final terms from the initial base prospectus and refer to the final terms which are relevant for the continuing offer.

Amendment 446 #

Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2

After the issuer has had a universal registration document approved by the competent authority every financial year for t~~hree~~wo consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval.

Amendment 447 #

Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2

Amendment 448 #

Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2

After the issuer has had a universal registration document approved by the competent authority every financial year for three consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval, unless there has been a significant gross change within the meaning of Article 4a(6) of Regulation (EC) No 809/2004 or there has been a significant change in the assets, liabilities, financial position, profit and losses, or prospects of the issuer.

Amendment 449 #

Proposal for a regulation
Article 9 – paragraph 14

14. ~~The Commission~~ESMA shall adevelopt d~~elegated acts in accordance with Article 42~~raft regulatory technical standards to specify the procedure for the scrutiny, approval, filing and review of the universal registration document, as well as the conditions for its amendment and the conditions where the status of frequent issuer may be lost. ESMA shall submit those draft regulatory technical standards to the Commission by [enter date XX months after the date of entry into force]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Amendment 450 #

Proposal for a regulation
Article 10 – paragraph 2 – subparagraph 1

An issuer which already has a universal registration document approved by the competent authority or which opts for the procedure laid down in Article 9(2) shall be required to draw up only the securities note and the summary when securities are offered to the public or admitted to trading on a regulated market. In that case, the securities note, the summary and all amendments to the universal registration document filed since the approval of the universal registration document shall be subject to a separate approval.

Amendment 451 #

Proposal for a regulation
Article 10 – paragraph 2 – subparagraph 2

Where an issuer has filed a universal registration document without approval, the entire documentation, ~~including amendments to~~other than the universal registration document and the amendments made since its filing in the current financial year, shall be subject to approval, notwithstanding the fact that these documents remain separate.

Amendment 452 #

Proposal for a regulation
Article 10 – paragraph 2 a (new)

2a. The separate approval of the securities note and the summary referred to in paragraphs 1 and 2 may be granted by the competent authority of a home Member State different from that where the registration document or universal registration document has been approved. In such a case, the registration document or universal registration document shall be subject to the language requirements set out in Article 25(3) and shall contain an abstract which covers the elements according to Article 7(6). Each authority shall remain competent solely for the respective documents approved by it, including with regard to any possible supplements thereto. In the event that a supplement to the registration document or universal registration document concerns information contained in the abstract, the supplement to the summary, if applicable, shall be identical in that respect and be deemed approved insofar as the supplement to the registration document or universal registration document has been approved.

Amendment 453 #

Proposal for a regulation
Article 11 – paragraph 2 – subparagraph 2

However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of the summary, including any translation thereof, unless ~~it is misleading, inaccurate or inconsistent~~, when read together with the other parts of the prospectus, it is misleading, inaccurate or inconsistent or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.

Amendment 454 #

Proposal for a regulation
Article 11 – paragraph 2 – subparagraph 2

~~However,~~ Member States shall ensure that no civil liability shall attach to any person, solely on the basis of the summary, including any translation thereof, ~~unless~~if it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.

Amendment 455 #

Proposal for a regulation
Article 11 – paragraph 2 a (new)

2a. This Article does not exclude further civil liability in accordance with national law.

Amendment 456 #

Proposal for a regulation
Article 13 – paragraph 1 – subparagraph 1

1. ~~The Commission shall adopt, in accordance with Article 42, delegated acts regard~~ESMA shall draft regulatory technical standards specifying the format of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information which must be included in a prospectus, avoiding duplication of information when a prospectus is composed of separate documents.

Amendment 457 #

Proposal for a regulation
Article 13 – paragraph 1 – subparagraph 2 – point b

(b) the various types and characteristics of offers and admissions to trading on a regulated market of non-equity securities. In particular, the information required in a prospectus relating to non-equity securities on, or being admitted to, a regulated market shall be adapted appropriately when the offer of securities is addressed to qualified investors;

Amendment 458 #

Proposal for a regulation
Article 13 – paragraph 1 a (new)

1a. In particular, ESMA shall specify two sets of separate and materially different prospectus schedules setting out the information requirements applicable to non-equity securities adopted to the different investor classes - qualified or non-qualified - to whom the offer is addressed, taking into account the different needs of those investors.

Amendment 459 #

Proposal for a regulation
Article 13 – paragraph 2 – subparagraph 1

2. ~~The Commission shall adopt, in accordance with Article 42, delegated act~~ESMA shall draft regulatory technical standards setting out the schedule defining the minimum information contained in the universal registration document, as well as a dedicated schedule for the universal registration document of credit institutions.

Amendment 460 #

Proposal for a regulation
Article 14 – title

~~Minimum~~Proportionate disclosure regime for secondary issuances

Amendment 461 #

Proposal for a regulation
Article 14 – paragraph 1 – subparagraph 1 – introductory part

1. The following persons may choose to draw up a prospectus under the ~~minimum~~proportionate disclosure regime for secondary issuances, in the case of an offer of securities to the public or of an admission to trading of securities on a regulated market:

Amendment 462 #

Proposal for a regulation
Article 14 – paragraph 1 – subparagraph 2

The ~~minimum~~proportionate disclosure regime shall consist of a specific summary, a specific registration document which may be used by persons referred to under (a), (b) and (c) and a specific securities note which may be used by persons referred to under (a) and (c).

Amendment 463 #

Proposal for a regulation
Article 14 – paragraph 2

2. ~~By derogation to~~In accordance with the principles set out in article 6~~(1)~~, and without prejudice to Article 17(2), the prospectus drawn up under the ~~minimum~~proportionate disclosure regime for secondary issuances ~~shall~~is only required to contain the ~~relevant~~necessary information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuera reasonable investor would require in relation to a secondary issuance for the purpose of making an informed assessment of: (a) the prospects of the issuer and of any guarantor; (b) the rights attaching to the securities; (c) the reasons for the issuance; (d) the use of the proceeds; (e) the effects of any acquisition(s) on the issuer; (f) the actual impact on the financial structure of the issuer. The information in the prospectus shall include: (a) minimum financial information covering the last financial year only and which can be incorporated by reference; (b) the working capital statement (for equity securities only); (c) capitalisation and indebtedness (for equity securities only); (d) a disclosure of any conflict of interest (for equity securities only); (e) a summarised and structured presentation of recent and relevant information disclosed under Regulation (EU) No. 596/2014. The specific summary is only required to cover the relevant information stipulated under the proportionate disclosure regime for secondary issuances. The information contained in the prospectus shall be drafted and presented in an easily analysable~~, succinct~~ and comprehensible form ~~and shall enable investors to make an informed investment decision.~~ .

Amendment 464 #

Proposal for a regulation
Article 14 – paragraph 2

2. By derogation to article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuer, notably the disclosure of capitalisation, indebtedness and the working capital statement. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision.

Amendment 465 #

Proposal for a regulation
Article 14 – paragraph 2

2. By derogation to aArticle 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuer, in particular the working capital statement and the disclosure of indebtedness and capitalisation. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision. The ongoing information shall be presented in a structured and synthetic form.

Amendment 466 #

Proposal for a regulation
Article 14 – paragraph 2

2. By derogation to article 6(1), and without prejudice to Article 17(2), the prospectus drawn up under the minimum disclosure regime for secondary issuances shall contain the relevant information which is necessary to enable investors to understand the prospects of the issuer and of any guarantor, based on minimum financial information included or incorporated by reference into the prospectus covering the last financial year only, the rights attaching to the securities, the reasons for the issuance and its impact on the issuer, including at least the impact on the overall capital structure, a working capital statement and a clear and concise summary of relevant information disclosed under Regulation (EU) No 596/2014 and Directive 2004/109/EC since the date of the last issue. The information contained in the prospectus shall be presented in an easily analysable, succinct and comprehensible form and shall enable investors to make an informed investment decision.

Amendment 467 #

Proposal for a regulation
Article 14 – 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 disclosure regime, taking into account the information which is already disclosed to the public under Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014, provided that ongoing information remains consolidated and well-structured for comprehensibility purposes.

Amendment 468 #

Proposal for a regulation
Article 14 – 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, taking into account the information which is already disclosed to the public under Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014.

Amendment 469 #

Proposal for a regulation
Article 14 – paragraph 3 a (new)

3a. ESMA shall develop draft regulatory technical standards to specify the content and format of the summarised and structured presentation of recent and relevant information disclosed under Regulation (EU) No. 596/2014 referred to under point (e) of paragraph (2) second subparagraph and taking into account the intention to avoid unnecessary duplication of information. ESMA shall submit those draft regulatory technical standards to the Commission by [enter date 12 months after entry into force]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph of this paragraph, in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Amendment 470 #

Proposal for a regulation
Article 15 – title

~~Minimum disclosure regime for SME~~EU Growth Prospectus

Amendment 471 #

Proposal for a regulation
Article 15 – title

~~Minimum~~Proportionate disclosure regime for SMEs and SME growth markets

Amendment 472 #

Proposal for a regulation
Article 15 – title

Minimum disclosure regime for SMEs and mid-caps

Amendment 473 #

Proposal for a regulation
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 474 #

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

Amendment 475 #

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

SMEs ~~may choose to~~seeking admission to trading on a multilateral trading facility, including an SME growth market, shall draw up a prospectus under the minimum disclosure regime for SMEs (the SME prospectus) in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market. The SME prospectus shall replace the prospectus and it shall be structured in the form of a questionnaire with standardised text that can be completed by the issuer. The minimum disclosure regime shall explain: (a) the offer of securities, including information such as: (i) the number and nature of the securities forming part of the offer; (ii) the terms and conditions of the offer, including the issue price; (b) the reasons for the offer and the intended use of the net proceeds; (c) key information on the issuer, such as: (i) the name of the issuer and persons responsible; (ii) business overview management , current trading plans and prospects; (iii) risk factors; (iv) financial information.

Amendment 476 #

Cora van NIEUWENHUIZEN

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

Amendment 477 #

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

SMEs and mid cap enterprises as well as issuers referred to in Article 3(1a) may choose to draw up an EU growth 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~~except where the securities are to be admitted to trading on a regulated market or provided their securities were only admitted to trading on a regulated market in the last 18 months.

Amendment 478 #

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

SMEs and issuers seeking admission to trading on SME growth markets may choose to draw up a prospectus under the ~~minimum~~proportionate disclosure regime for SMEs and SME growth markets 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 479 #

Proposal for a regulation
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 and the total consideration in the Union of the offer is less than EUR 10 000 000, which shall be calculated over a period of 12 months.

Amendment 480 #

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

SMEs and mid-caps 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 481 #

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

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

Amendment 482 #

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

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

Amendment 483 #

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

The minimum disclosure regime shall consist of a specific registration document and a specific securities note. The summary shall include all the information set out in Article 7 that is applicable to the specific size of the company.

Amendment 484 #

Proposal for a regulation
Article 15 – paragraph 1 – subparagraph 2 a (new)

The information defined in Article 18 may be incorporated by reference in those documents.

Amendment 485 #

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

Amendment 486 #

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

WThe~~n establishing the corresponding prospectuses schedules, the information shall be adapted to the size and to the length of the track record of such companie~~ specific summary is only required to cover the relevant information stipulated under the proportionate disclosure regime for SMEs and SME growth markets.

Amendment 487 #

Proposal for a regulation
Article 15 – paragraph 2

2. Companies making use of the minimum 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 bArticles 7 and 13 shall not apply to issuers referred to in paragraph 1. The SME prospectus shall include an introduction. The eintitled 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 formroduction shall not exceed 2 500 words.

Amendment 488 #

Proposal for a regulation
Article 15 – paragraph 2

2. ~~Companies making use of the minimum~~In addition to the proportionate disclosure regime ~~referred to~~provided for in paragraph 1 ~~and~~, SMEs and mid cap enterprises, including their unlisted equivalent, 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 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.

Amendment 489 #

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.

Amendment 490 #

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~~to specify the format and content of the SME prospectus referred to in paragraph 1 included ing the ~~schedules applicable under the minimum disclosure regime and the op~~introduction referred in paragraph 2. The format and content of the minimum disclosure regime shall be adapted and require additional informat ~~allowed under paragraph 2~~ion for companies offering shares or non-equity securities which are subordinated, convertible or exchangeable, and which give a right to subscribe to or acquire other types of securities and are linked to a derivative instrument.

Amendment 491 #

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.

Amendment 492 #

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

When establishing the corresponding prospectuses schedules, the Commission shall adapt the information requirements to the size of such companies and the length of their track record, and shall 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 of the following principles: (a) the need to facilitate access to capital markets for SMEs; (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 to invest in SMEs; 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.

Amendment 493 #

Proposal for a regulation
Article 15 – paragraph 4

4. ESMA shall develop guidelines 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.deleted

Amendment 494 #

Proposal for a regulation
Article 15 – paragraph 4

4. ESMA shall develop guidelines addressed to SMEs and issuers seeking admission to trading on SME growth markets 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.

Amendment 495 #

Proposal for a regulation
Article 15 – paragraph 4

4. ESMA shall ~~develop guidelines addressed to SME~~publish guidance for SMEs and mid-cap enterprises 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~~, which SMEs and mid- cap enterprises may choose to apply.

Amendment 496 #

Proposal for a regulation
Article 16 – paragraph 1

1. TIn the context of securities transactions, the risk factors featured in a prospectus shall be limited to risks which are both material and 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. Th~~ey shall~~ose risks may 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 impactcording to the type of risk.

Amendment 497 #

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~~relevant 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.

Amendment 498 #

Proposal for a regulation
Article 16 – paragraph 1

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

Amendment 499 #

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.

Amendment 500 #

Proposal for a regulation
Article 16 – paragraph 1

Amendment 501 #

Proposal for a regulation
Article 16 – paragraph 1

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

Amendment 502 #

Proposal for a regulation
Article 16 – paragraph 1 – subparagraphs 1 a, 1 b and 1 c (new)

A description of more general risks which might have an impact on the issuer and on the securities shall also be reported, including the expected magnitude of their negative impact. Risks factors shall also include those due to the level of subordination of a security and the impact on the expected size or timing of payments to holders of the securities under bankruptcy, or any other similar procedure, including, where relevant, the insolvency of a credit institution or its resolution or restructuring in accordance with Directive 2014/59/EU (BRRD). Where the risk factors in the previous subparagraph represent material risks, they shall be prominently referred to in the introduction containing warnings of the summary described in Article 7 (4)(a).

Amendment 503 #

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 categories.~~deleted

Amendment 504 #

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 categories~~In order to ensure consistent harmonisation in relation to this Article, ESMA may develop draft regulatory technical standards on the minimum requirements for the assessment of the specificity and materiality of risk factors and on the allocation of risk factors across categories. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Amendment 505 #

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.

Amendment 506 #

Proposal for a regulation
Article 17 – paragraph 2

2. The competent authority of the home Member State may authorise the omission from the prospectus of certain information to be included in a prospectus, where it considers that any of the following conditions is satisfied: (a) disclosure of such information would be contrary to the public interest; (b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission of such information would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates; (c) such information is of minor importance in relation to a specific offer or admission to trading on a regulated market and would not influence the assessment of the financial position and prospects of the issuer, offeror or guarantor. The competent authority shall submit a report to ESMA on a yearly basis regarding the information the omission of which it has authorised.deleted

Amendment 507 #

Proposal for a regulation
Article 17 – paragraph 2 – subparagraph 2

The competent authority shall submit a report to ESMA on a yearly basis regarding the information the omission of which it has authorised. The competent authority shall make that report public within five years at the latest of the date of the omission.

Amendment 508 #

Proposal for a regulation
Article 17 – paragraph 4

4. Where securities are guaranteed by a Member State, an issuer, an offeror or a person asking for admission to trading on a regulated market, when drawing up a prospectus in accordance with Article 4, shall be entitled to omit information pertaining to that Member State.deleted

Amendment 509 #

Proposal for a regulation
Article 17 – paragraph 5

~~5. The Commission shall be empowered to adopt~~ delegated acts, in accordance with Article 42, to specify the cases where information may be omitted according to paragraph 2, taking into account the reports of competent authorities to ESMA mentioned in paragraph 2.

Amendment 510 #

Sylvie GOULARD, Philippe DE BACKER

Proposal for a regulation
Article 17 – paragraph 5

5. ~~The Commission shall be empowered to ad~~ESMA may developt d~~elegated acts, in accordance with Article 42,~~raft guidelines to specify the cases where information may be omitted according to paragraph 2, taking into account the reports of competent authorities to ESMA mentioned in paragraph 2.

Amendment 511 #

Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – introductory part

1. Information may be incorporated by reference in a prospectus or a base prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 25 and ~~where it is contained in one of the following documents~~filed in the context of disclosure requirements of Union law or filed under the rules of the trading venue or SME growth market, for example:

Amendment 512 #

Sylvie GOULARD, Philippe DE BACKER

Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – point a

(a) documents which have been approved by ~~the~~a competent authority ~~of the home Member State,~~ or filed with it, in accordance with this Regulation;

Amendment 513 #

Sylvie GOULARD, Philippe DE BACKER

Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 – point h a (new)

(ha) annual reports or any disclosure information required under Article 22 and 23 of Directive 2011/61/EU

Amendment 514 #

Proposal for a regulation
Article 18 – paragraph 1 – subparagraph 1 a (new)

The above mentioned list shall be non- exhaustive.

Amendment 515 #

Proposal for a regulation
Article 19 – paragraph 1

1. No prospectus shall be published until it ~~has~~, or all of its constituent parts, have been approved by the competent authority of the respective home Member State.

Amendment 516 #

Proposal for a regulation
Article 19 – paragraph 5 – subparagraph 1 a (new)

A frequent issuer shall submit an application to the competent authority containing the necessary amendments to the universal registration document, where applicable, the securities note and the summary submitted for approval. A frequent issuer shall not be required to obtain approval for non-material amendments to the universal registration document. Where a prospectus has already been approved by the competent authority and a supplement is subsequently required to the universal registration document, a frequent issuer shall not be required to obtain approval from the competent authority for that supplement prior to the publication.

Amendment 517 #

Proposal for a regulation
Article 19 – paragraph 5 – subparagraph 2 a (new)

A frequent issuer shall not be required to obtain approval for amendments to the universal registration document. Where a prospectus has already been approved by the competent authority and a supplement is subsequently required to the universal registration document, without prejudice to the right of withdrawal under Article 22(2), a frequent issuer shall not be required to obtain approval from the competent authority for that supplement prior to publication.

Amendment 518 #

Proposal for a regulation
Article 19 – paragraph 7

7. The competent authority of the home Member State may transfer the approval of a prospectus to the competent authority of another Member State, subject to ~~prior~~ notification to ESMA and the agreement of that competent authority. Such a transfer shall be notified to the issuer, the offeror or the person asking for admission to trading on a regulated market within three working days from the date of the decision taken by the competent authority of the home Member State. The time limit referred to in paragraph 2 shall apply from that date. Article 28(4) of Regulation (EU) No 1095/2010 shall not apply to the transfer of the approval of the prospectus in accordance with this paragraph.

Amendment 519 #

Proposal for a regulation
Article 19 – paragraph 8

8. This Regulation shall not affect the competent authority's liability, which shall continue to be governed solely by national law. Member States shall ensure that their national provisions on the liability of competent authorities apply only to approvals of prospectuses by their competent authority.deleted

Amendment 520 #

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 of a proportionate nature and shall be disclosed to the public at least on the website of the competent authority.

Amendment 521 #

Proposal for a regulation
Article 19 – paragraph 10

10. ~~The Commission shall be empowered to adopt delegated acts in accordance with Article 42,~~ESMA may draft regulatory technical standards specifying the procedures for the scrutiny of completeness, comprehensibility and consistency and the approval of the prospectus. ESMA shall submit those draft regulatory technical standards to the Commission by [enter date XX months after date of entry into force]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Amendment 522 #

Proposal for a regulation
Article 19 – paragraph 11

11. ESMA shall use its powers under Regulation (EU) No 1095/2010 to promote supervisory convergence with regard to the scrutiny and approval processes of competent authorities when assessing the completeness, consistency and comprehensibility of the information contained in a prospectus. In particular, ESMA shall foster convergence regarding the efficiency, methods and timing of the scrutiny by the competent authorities of the information given in a prospectus, using peer reviews where appropriate.

Amendment 523 #

Proposal for a regulation
Article 19 – paragraph 11

11. ESMA shall use its powers under Regulation (EU) No 1095/2010 to promote supervisory convergence with regard to the scrutiny and approval processes of competent authorities when assessing the completeness, consistency and comprehensibility of the information contained in a prospectus. To that effect, ESMA shall deliver guidance on vetting principles for competent authorities across the Union. In particular, ESMA shall foster convergence regarding the efficiency, methods and timing of the scrutiny by the competent authorities of the information given in a prospectus.

Amendment 524 #

Proposal for a regulation
Article 19 – paragraph 12

12. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall organise and conduct at least one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers' ability to raise capital in the European Union. The report on this peer review shall be published no later thatn three years after the date of application of this Regulation. In the context of this peer review, ESMA shall~~, where appropriate,~~ request opinions or advice from the Securities and Markets Stakeholder Group referred to in Article 37 of Regulation (EU) No 1095/2010.

Amendment 525 #

Proposal for a regulation
Article 20 – paragraph 3 – subparagraph 2 a (new)

Without prejudice to the right of withdrawal in Article 22(2), frequent issuers, as referred to in Article 9(11), may choose to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement.

Amendment 526 #

Proposal for a regulation
Article 20 – paragraph 5 – subparagraph 3

The competent authority of the ~~host~~ Member State in which the issuer is registered shall publish information on all notifications received in accordance with Article 24 on its website.

Amendment 527 #

Proposal for a regulation
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.

Amendment 528 #

Proposal for a regulation
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 search functions. Key information contained in the prospectuses, such as the ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine-readable, including metadata.

Amendment 529 #

Proposal for a regulation
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 search functions. Key information contained in the prospectuses such as ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine readable also when using meta- data.

Amendment 530 #

Proposal for a regulation
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 search functions. Key information contained in the prospectuses, such as the ISIN identifying the securities and the LEI identifying the issuers, offerors and guarantors, should be machine-readable, including metadata.

Amendment 531 #

Proposal for a regulation
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 search functions. Key information contained in the prospectuses, such as the LEI identifying the issuers, offerors and guarantors, should be machine-readable, including metadata.

Amendment 532 #

Proposal for a regulation
Article 20 – paragraph 7

7. All prospectuses approved shall remain publicly available in a digital format for at least 10 years after their publication on the websites specified in paragraphs 2 and 6.

Amendment 533 #

Proposal for a regulation
Article 20 – paragraph 10

10. A ~~paper~~n electronic copy of the prospectus shall be ~~deliver~~provided to any natural or legal person, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading or the financial intermediaries placing or selling the securities. ~~Delivery~~Provision shall be limited to jurisdictions in which the offer to the public is made or where the admission to trading is taking place under this Regulation.

Amendment 534 #

Proposal for a regulation
Article 20 – paragraph 10

10. A ~~paper~~digital copy of the prospectus shall be delivered to any natural or legal person, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading or the financial intermediaries placing or selling the securities. Delivery shall be limited to jurisdictions in which the offer to the public is made or where the admission to trading is taking place under this Regulation.

Amendment 535 #

Proposal for a regulation
Article 20 – paragraph 12 – subparagraph 1 a (new)

ESMA shall generate European identification numbers for the prospectuses, which shall be assigned by the competent authorities.

Amendment 536 #

Proposal for a regulation
Article 21 – paragraph 4 a (new)

4a. When according to this Regulation, no prospectus is required to be published, material information provided by an issuer or an offeror and addressed to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. Where a prospectus is required to be published, such information shall be included in the prospectus or in a supplement to the prospectus in accordance with Article 22(1).

Amendment 537 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1

5. The competent authority of the homest Member State shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.

Amendment 538 #

Proposal for a regulation
Article 21 – paragraph 5

5. The competent authority of the ~~home~~ Member State where the advertisements are disseminated shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.

Amendment 539 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1

Amendment 540 #

Proposal for a regulation
Article 21 – paragraph 5

5. The competent authority of the ~~home~~ Member State where the prospectus is advertised shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.

Amendment 541 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1

5. The competent authority of the home Member State, in consultation with the competent authority of the host Member State, shall have the power to exercise control over the compliance of advertising activity, relating to an offer to the public of securities or an admission to trading on a regulated market, with the principles referred to in paragraphs 2 to 4.

Amendment 542 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1 a (new)

Notwithstanding the first subparagraph, where the competent authority of the host Member State determines that investor protection or financial stability would be undermined by the standards required by the competent authority of the home Member State, the competent authority of the host Member State may refer the matter to ESMA under Article 19 of [the ESMA Regulation].

Amendment 543 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1 a (new)

Where necessary, the home Member State shall assist the competent authority where the advertisements are disseminated with assessing the consistency of the advertisements with the information in the prospectus. Where necessary, the home Member State shall provide assistance to the competent authority of the host Member State in order to assess the consistency of the advertisements with the information provided in the prospectus.

Amendment 544 #

Proposal for a regulation
Article 21 – paragraph 5 – subparagraph 1 a (new)

Without prejudice to the powers laid down in Article 30(1), scrutiny by a competent authority of the advertisements shall not constitute a precondition for the offer to the public or the admission to trading to take place in any host Member State.

Amendment 545 #

Proposal for a regulation
Article 21 – paragraph 6

6. T~~he Commission shall be empowered to adopt delegated acts in accordance with Article 42 to further specify the provisions concerning adv~~o ensure consistent harmonisation in relation to this Article, ESMA shall develop draft regulatory technical standards to specify the provisions laid down in paragraphs 2 to 4, including with regard to the dissemination of advertisements. ESMA shall submit those draft regulatory technical standards to the Commission by [insert date 12 months after date of entry into force]. Powert is~~ements laid down in paragraphs 2~~ delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of ~~this~~ Regulation. (EU) No 1095/2010.

Amendment 546 #

Proposal for a regulation
Article 21 – paragraph 6 a (new)

6a. In accordance with the procedure laid down in Article 16 of Regulation (EU) No 1095/2010 and with a view to establishing consistent, efficient and effective supervisory practices and to ensuring the common, uniform and consistent application of Union law, ESMA shall issue guidelines and recommendations in respect of the control exercised by competent authorities under paragraph 5, including the time limits to be applied.

Amendment 547 #

Proposal for a regulation
Article 21 – paragraph 6 b (new)

6b. Any fee charged by a competent authority for the scrutiny of advertisements pursuant to this Article shall be at a proportionate level.

Amendment 548 #

Proposal for a regulation
Article 22 – paragraph 1 – subparagraph 2

Such a supplement shall be approved in the same way as a prospectus in a maximum of five working days notified directly to the investors concerned by electronic and physical means and published in accordance with at least the same arrangements as were applied when the original prospectus was published in accordance with Article 20. The summary, and any translations thereof, shall also be supplemented, where necessary, to take into account the new information included in the supplement.

Amendment 549 #

Proposal for a regulation
Article 22 – paragraph 2

2. Where the prospectus relates to an offer of securities to the public, 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 day~~calendar months after the publication of the supplement, to withdraw their acceptances~~, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 arose before the final closing of the offer to the public or the delivery of the securities, whichever occurs fir~~ at no cost. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.

Amendment 550 #

Proposal for a regulation
Article 22 – paragraph 2 – subparagraph 1 a (new)

Where an issuer chooses to incorporate any changes to the universal registration document by way of a dynamic reference to the most recent version of the universal registration document, in place of a supplement pursuant to Article 20(3), that shall not affect the investor's right of withdrawal as set out in the first subparagraph.

Amendment 551 #

Proposal for a regulation
Article 22 – paragraph 4

4. Only one supplement shall be drawn up and approved where the significant new factor, material mistake or inaccuracy referred to in paragraph 1 concerns only the information contained in a registration document or a universal registration document and where this registration document or universal registration document is simultaneously used as a constituent part of several prospectuses. In that case, the supplement shall mention all the prospectuses to which it relates.

Amendment 552 #

Proposal for a regulation
Article 23 – title

Union scope of approvals of prospectuses and of approved universal registration documents

Amendment 553 #

Proposal for a regulation
Article 23 – paragraph 1 a (new)

1a. The provisions of paragraph 1 shall apply mutatis mutandis to universal registration documents already approved.

Amendment 554 #

Proposal for a regulation
Article 23 – paragraph 1 a (new)

1a. Where a prospectus is submitted for approval in one or more Member States and it contains a universal registration document which has already been approved in another Member State, the competent authority considering the application for approval of the prospectus shall not re-review the universal registration document and shall accept its prior approval.

Amendment 555 #

Proposal for a regulation
Article 23 – paragraph 1 a (new)

1a. Provided that ESMA and the competent authority of the home Member State with respect to a constituent part of a prospectus are notified in accordance with Article 24(5a), the competent authority of the home Member State with respect to that constituent part of a prospectus shall not undertake any approval or administrative procedures relating to the other constituent part which has already been approved by a another competent authority.

Amendment 556 #

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 1

The competent authority ~~of the home Member State~~ shall, at the request of the issuer or the person responsible for drawing up the prospectus and within three working days following receipt of that request or, where the request is submitted together with the draft prospectus, within one working day after the approval of the prospectus, notify the national competent authorit~~y of~~ies referred to in Art 22 of Regulation (EU) No 596/2014 of the home and the host Member State with a certificate of approval attesting that the prospectus has been drawn up in accordance with this Regulation and with an electronic copy of that prospectus.

Amendment 557 #

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 1

The competent authority of the home Member State shall, at the request of the issuer or the person responsible for drawing up the prospectus and within three working days following receipt of that request or, where the request is submitted together with the draft prospectus, within one working day after the approval of the prospectus, notify the competent authority of the host Member State withnotify ESMA and the issuer within one working day after the approval of the prospectus, a certificate of approval attesting that the prospectus has been drawn up in accordance with this Regulation and with an electronic copy of that prospectus. ESMA shall set up a portal into which each national competent authority could feed in such information.

Amendment 558 #

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 3

The issuer or the person responsible for drawing up the prospectus shall be notified of the certificate of approval ~~at the same time as the competent authority of the host Member State~~.

Amendment 559 #

Proposal for a regulation
Article 24 – paragraph 1 – subparagraph 3

The issuer or the person responsible for drawing up the prospectus shall be notified of the certificate of approval at the same time as the national competent authorityies referred to in Article 22 of Regulation 596/2014 of the host Member State.

Amendment 560 #

Proposal for a regulation
Article 24 – paragraph 3

3. The competent authority of the home Member State shall notify ESMA of the certificate of approval of the prospectus at the same time as it is notified to the competent authority of the host Member State.deleted

Amendment 561 #

Proposal for a regulation
Article 24 – paragraph 3

Amendment 562 #

Proposal for a regulation
Article 24 – paragraph 4

4. Where the final terms of a base prospectus which has been previously notified are neither included in the base prospectus, nor in a supplement, the competent authority ~~of the home Member State~~ shall communicate them electronically to the national competent authorityies referred to in Article 22 of Regulation (EU) No 596/2014 of the home and of the host Member State(s) a~~nd to ESMA as~~ s soon as practicable after they are filed.

Amendment 563 #

Proposal for a regulation
Article 24 – paragraph 5

5. No fee shall be charged by competent authorities for the notification, or receipt of notification, of prospectuses and supplements thereto, or the universal registration document or any related supervisory activity, whether in the home Member State or in the host Member State(s).

Amendment 564 #

Proposal for a regulation
Article 24 – paragraph 5 a (new)

5a. Paragraphs 1 to 3 and 5 of this Article shall also apply to the constituent parts of a prospectus, in particular a registration document or universal registration document.

Amendment 565 #

Proposal for a regulation
Article 24 – paragraph 6 – subparagraph 1

In order to ensure uniform conditions of application of this Regulation and to take account of technical developments on financial markets, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the notification of the certificate of approval, the prospectus, its constituent parts, the supplement of the prospectus, or its constituent parts, and the translation of the prospectus and/or summary.

Amendment 566 #

Proposal for a regulation
Article 25 – paragraph 1

1. Where an offer to the public is made or admission to trading on a regulated market is sought only in the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State or in one of the official languages, used in the part of the Member State where the investment product is distributed.

Amendment 567 #

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

The competent authority of each host Member State ~~may~~shall require that the summary referred to in Article 7 be translated into its official language or languages, ~~but~~and it ~~shall not~~may require the translation of any other part of the prospectus.

Amendment 568 #

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 or in one of the official languages, used in the part of the Member State where the investment product is distributed, but it shall not require the translation of any other part of the prospectus.

Amendment 569 #

Proposal for a regulation
Article 25 – paragraph 3 – subparagraph 1

Where an offer to the public is made or admission to trading on a regulated market is sought in more than one Member State including the home Member State in which the issuer has its registered office, the prospectus shall be drawn up in a language accepted by the competent authority of the ~~home~~that Member State, and shall also be made available either in a language accepted by the competent authorities of ~~each host~~the other Member States where the offer to the public is being made or admission to trading sought, or in a language customary in the sphere of international finance, at the choice of the issuer, offeror, or person asking for admission to trading.

Amendment 570 #

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

The competent authority of each ~~host~~ Member State in which the issuer has its registered office 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.

Amendment 571 #

Proposal for a regulation
Article 25 – paragraph 4 – subparagraph 2

When the final terms are communicated to the competent authority of the ~~host~~ Member State in which the issuer has its registered office or, where there is more than one ~~host~~ Member State in which the issue is being made, to the competent authorities of the ~~host~~ Member States concerned, the final terms and the summary of the individual issue annexed thereto, shall be subject to the language requirements set out in this Article.

Amendment 572 #

Proposal for a regulation
Article 26 – paragraph 1

1. AWhere a third country issuer intend~~ing~~s to offer securities to the public in the Union or to seek admission to trading of securities on a regulated market ofestablished in the Union under a prospectus drawn up according to this Regulation, it shall obtain approval of its prospectus, in accordance with Article 19, from the competent authority of its home Member State~~, as determined under point (iii) of Article 2(1)(m). This~~. Once a prospectus is approved in accordance with the first subparagraph, it shall entail all the rights and obligations provided for a prospectus under this Regulation and the prospectus and the third country issuer shall be subject to all the provisions of this Regulation under the supervision of the competent authority of the home Member State.

Amendment 573 #

Proposal for a regulation
Article 26 – paragraph 1

1. A third country issuer intending to offer securities to the public in the Union or to seek admission to trading of securities on a regulated market of the Union under a prospectus drawn up according to this Regulation shall obtain approval of its prospectus, in accordance with Article 19, from the competent authority of ~~its hom~~the Member State in which the issue is to be made, as determined under point (iii) of Article 2(1)(m). This prospectus and the third country issuer shall be subject to all the provisions of this Regulation under the supervision of the competent authority of th~~e home~~at Member State.

Amendment 574 #

Proposal for a regulation
Article 26 – paragraph 2

2. The third country issuer shall designate a representative established in its home Member State, among the entities which are subject to and supervised under EU financial services regulation, on the basis of an authorisation. The third country issuer shall notify the competent authority of the identity and contact details of its representative.deleted

Amendment 575 #

Proposal for a regulation
Article 26 – paragraph 2

Amendment 576 #

Proposal for a regulation
Article 26 – paragraph 2

Amendment 577 #

Proposal for a regulation
Article 26 – paragraph 2

Amendment 578 #

Proposal for a regulation
Article 26 – paragraph 2

Amendment 579 #

Proposal for a regulation
Article 26 – paragraph 2

2. The third country issuer shall designate a representative established in its home Member State~~, among the entities which are subject to and supervised under EU financial services regulation, on the basis of an authorisation~~. The third country issuer shall notify the competent authority of the identity and contact details of its representative.

Amendment 580 #

Proposal for a regulation
Article 26 – paragraph 2

2. The third country issuer shall designate a representative established in ~~its hom~~the Member State in which the issue is being made, among the entities which are subject to and supervised under EU financial services regulation, on the basis of an authorisation. The third country issuer shall notify the competent authority of the identity and contact details of its representative.

Amendment 581 #

Proposal for a regulation
Article 26 – paragraph 3

3. The representative shall be the contact point of the third country issuer in the Union for the purposes of this Regulation, through which any official correspondence with the competent authority shall take place. The representative shall, together with the third country issuer, be responsible for ensuring compliance of the prospectus with the requirements of this Regulation, in accordance with Chapters VII and VIII of this Regulation, towards the competent authority of the home Member State.deleted

Amendment 582 #

Proposal for a regulation
Article 26 – paragraph 3

Amendment 583 #

Proposal for a regulation
Article 26 – paragraph 3

Amendment 584 #

Proposal for a regulation
Article 26 – paragraph 3

Amendment 585 #

Proposal for a regulation
Article 26 – paragraph 3

Amendment 586 #

Proposal for a regulation
Article 26 – paragraph 3

3. The representative shall be the contact point of the third country issuer in the Union for the purposes of this Regulation, through which any official correspondence with the competent authority shall take place. The representative shall, together with the third country issuer,third country issuer shall be responsible for ensuring compliance of the prospectus with the requirements of this Regulation, in accordance with Chapters VII and VIII of this Regulation, towards the competent authority of the home Member State.

Amendment 587 #

Proposal for a regulation
Article 27 – paragraph 1

1. The competent authority of the home Member State of a third country issuer may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national legislation of the third country issuer, where the information requirements imposed by that third country legislation are equivalent to the requirements under this Regulation.deleted

Amendment 588 #

Proposal for a regulation
Article 27 – paragraph 1

Amendment 589 #

Proposal for a regulation
Article 27 – paragraph 1

1. The competent authority of the ~~home~~ Member State ofin which the issue is being made on behalf of an issuer registered in a third country ~~issuer~~ may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national legislation of the third country issuer, where the information requirements imposed by that third country legislation are equivalent to the requirements under this Regulation.

Amendment 590 #

Proposal for a regulation
Article 27 – paragraph 2

2. In the case of an offer to the public or admission to trading on a regulated market of securities issued by a third country issuer, ~~in a Member State other than the home Member State, the requirements set out in Articles 23, 24 and 25 shall apply.~~ where a prospectus drawn up in accordance with, and subject to, the information requirements imposed by the national legislation of the third country issuer, where those are equivalent to the requirements under this Regulation, in a Member State other than the home Member State, the requirements set out in Articles 23, 24 and 25 shall apply. For those issuers, the national competent authority of the Member State where the securities are issued is entitled to charge an extra fee reflecting the burden such an issuance represents.

Amendment 591 #

Proposal for a regulation
Article 27 – paragraph 2

2. In the case of an offer to the public or admission to trading on a regulated market of securities issued by a third country issuer, where a prospectus drawn up in accordance with, and subject to, the information requirements imposed by the national legislation of the third country issuer, where those are equivalent to the requirements under this Regulation, in a Member State other than the home Member State, the requirements set out in Articles 23, 24 and 25 shall apply.

Amendment 592 #

Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member States shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in third countries and the enforcement of obligations arising under this Regulation in third countries unless that third country is on the Commission's list of non- cooperative countries. Those cooperation arrangements shall ensure at least an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

Amendment 593 #

Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, ~~the competent authorities of Member States~~ESMA shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in third countries and the enforcement of obligations arising under this Regulation in third countries. Those cooperation arrangements shall ensure at least an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

Amendment 594 #

Proposal for a regulation
Article 28 – paragraph 2

2. For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries. In order to ensure consistent harmonisation of this Article, ESMA may develop draft regulatory technical standards containing a template document for cooperation arrangements that are to be used by competent authorities of Member States where possible. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the second subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010. ESMA shall also, where necessary, facilitate and coordinate the exchange between competent authorities of information obtained from supervisory authorities of third countries that may be relevant to the taking of measures under Articles 36 and 37.deleted

Amendment 595 #

Proposal for a regulation
Article 28 – paragraph 2 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, ESMA shall facilitate and coordinate the development of cooperation arrangements between the competent authorities and the relevant supervisory authorities of third countries.deleted

Amendment 596 #

Jakob von WEIZSÄCKER, Jonás FERNÁNDEZ, Paul TANG

Proposal for a regulation
Article 28 – paragraph 3

3. ~~The competent authorities~~ESMA shall conclude cooperation arrangements on exchange of information with the supervisory authorities of third countries only where the information disclosed is subject to guarantees of professional secrecy which are at least equivalent to those set out in Article 33. Such exchange of information must be intended for the performance of the tasks of those competent authorities.

Amendment 597 #

Proposal for a regulation
Article 29 – paragraph 1 – subparagraph 1

E~~ach Member State shall designate a~~SMA is the single competent administrative authority responsible for carrying out the duties resulting from this Regulation and for ensuring that the provisions adopted pursuant to this Regulation are applied. ~~Member States shall inform the Commission, ESMA and the other competent authorities of other Member States accordingly.~~(References to the CA and the national authorities in question in the rest of the text are to be adapted.)

Amendment 598 #

Proposal for a regulation
Article 29 – paragraph 1 – subparagraph 2

The competent authority shall be ~~completely~~ independent from all market participants.

Amendment 599 #

Proposal for a regulation
Article 29 – paragraph 2 – subparagraph 1

~~Member States~~The Commission may allow their competent authority to delegate the tasks of publication on the Internet of approved prospectuses.

Amendment 600 #

Proposal for a regulation
Article 29 – paragraph 2 – subparagraph 3

The final responsibility for supervising compliance with this Regulation and for approving the prospectus shall lie with the competent authority ~~designated~~ in accordance with paragraph 1.

Amendment 601 #

Proposal for a regulation
Article 29 – paragraph 2 – subparagraph 4

The Member States shall inform the Commission, ESMA and the competent authorities of other Member States of the decision referred to in subparagraph 2, including the precise conditions regulating such delegation.deleted

Amendment 602 #

Proposal for a regulation
Article 30 – paragraph 1 – subparagraph 1 – introductory part

1. In order to fulfil their duties under this Regulation, the competent authorit~~ies~~y shall have~~, in accordance with national law,~~ at least the following supervisory and investigatory powers:

Amendment 603 #

Proposal for a regulation
Article 30 – paragraph 1 – subparagraph 1 – point d

(d) to suspend an offer to the public or admission to trading ~~for a maximum of 10 consecutive working days on any single occasion~~ where there are reasonable grounds for suspecting that the provisions of this Regulation have been infringed;

Amendment 604 #

Proposal for a regulation
Article 30 – paragraph 1 – subparagraph 1 – point g

(g) to suspend or require the relevant regulated markets to suspend trading on a regulated market for a maximum of 1025 consecutive working days on any single occasion where there are reasonable grounds for believing that the provisions of this Regulation have been infringed;

Amendment 605 #

Proposal for a regulation
Article 30 – paragraph 1 – subparagraph 2

Where necessary under national law, the competent authority may ask the relevant judicial authority to decide on the use of the powers referred to in the first subparagraph. ~~In accordance with Article 21 of Regulation (EU) No 1095/2010, ESMA~~The competent authority shall be entitled to ~~participate in~~conduct on-site inspections referred to in point (n) ~~where they are carried out jointly by two or more competent authorities~~.

Amendment 606 #

Proposal for a regulation
Article 30 – paragraph 2 – introductory part

2. Competent authorities shall exercise their functions and powers, referred to in paragraph 1, to the fullest extent necessary to exercise their responsibility for supervising compliance with this Regulation and for approving the prospectus in any of the following ways:

Amendment 607 #

Proposal for a regulation
Article 30 – paragraph 2 – introductory part

2. CThe competent authorit~~ies~~y shall exercise ~~their~~its functions and powers, referred to in paragraph 1, in any of the following ways:

Amendment 608 #

Proposal for a regulation
Article 30 – paragraph 3

3. Member States shall ensure that appropriate measures are in place so that the competent authorit~~ies~~y haves all the supervisory and investigatory powers that are necessary to fulfil ~~their~~its duties.

Amendment 609 #

Proposal for a regulation
Article 30 – paragraph 5

5. Paragraphs 1 to 3 shall be without prejudice to the possibility for a Member State to make separate legal and administrative arrangements for overseas European territories for whose external relations that Member State is responsible.deleted

Amendment 610 #

Proposal for a regulation
Article 31

~~[...]~~deleted

Amendment 611 #

Proposal for a regulation
Article 31 – paragraph 1 – subparagraph 2

Where Member States have ~~chosen, in accordance with Article 36, to lay~~laid down criminal sanctions for infringements of the provisions of this Regulation, they shall ensure that appropriate measures are in place so that competent authorities have all the necessary powers to liaise with judicial authorities within their jurisdiction to receive specific information related to criminal investigations or proceedings commenced for possible infringements of this Regulation and provide the same to other competent authorities and ESMA to fulfil their obligation to cooperate with each other and ESMA for the purposes of this Regulation.

Amendment 612 #

Proposal for a regulation
Article 31 – paragraph 5

5. The competent authorities may refer to ESMA situations where a request for cooperation, in particular to exchange information, has been rejected or has not been acted upon within a reasonable time. Without prejudice to Article 258 of the Treaty on the Functioning of the European Union (TFEU), ESMA may, in the situations referred to in the first sentence, act in accordance with the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.deleted

Amendment 613 #

Proposal for a regulation
Article 32 – title

Cooperation with ~~ESMA~~national market abuse authorities

Amendment 614 #

Proposal for a regulation
Article 32 – paragraph 1

1. The national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall cooperate with ESMA for the purposes of this Regulation~~, in accordance with Regulation (EU) No 1095/2010~~.

Amendment 615 #

Proposal for a regulation
Article 32 – paragraph 2

2. The national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall without delay provide ESMA with all information necessary to carry out its duties~~, in accordance with Article 35 of Regulation (EU) No 1095/2010~~.

Amendment 616 #

Proposal for a regulation
Article 33 – paragraph 1

1. All the information exchanged between the competent authorit~~ies~~y and the national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 under this Regulation that concerns business or operational conditions and other economic or personal affairs shall be considered to be confidential and shall be subject to the requirements of professional secrecy, except where the competent authority states at the time of communication that such information may be disclosed or such disclosure is necessary for legal proceedings.

Amendment 617 #

Proposal for a regulation
Article 33 – paragraph 2

2. The obligation of professional secrecy shall apply to all persons who work or who have worked for the competent authority or for any entity to whom the competent authority has delegated its powers or for the national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014. Information covered by professional secrecy may not be disclosed to any other person or authority except by virtue of provisions laid down by Union or national law.

Amendment 618 #

Proposal for a regulation
Article 34 – paragraph 1

With regard to the processing of personal data within the framework of this Regulation, the national competent authorities referred to in Article 22 of Regulation (EU) No 596/2014 shall carry out their tasks for the purposes of this Regulation in accordance with the national laws, regulations or administrative provisions transposing Directive 95/46/EC.

Amendment 619 #

Proposal for a regulation
Article 34 – paragraph 2

With regard to the processing of personal data by ~~ESMA~~the competent authority within the framework of this Regulation, ~~ESMA~~the competent authority shall comply with the provisions of Regulation (EC) No 45/2001.

Amendment 620 #

Proposal for a regulation
Article 35 – paragraph 1

1. Where ~~the~~a national competent authority ~~of the host Member State~~referred to in Article 22 of Regulation (EU) No 596/2014 finds that irregularities have been committed by the issuer, the offeror or the person asking for admission to trading or by the financial institutions in charge of the offer to the public or that those persons have infringed their obligations under this Regulation, it shall refer those findings to the competent authority ~~of the home Member State and to ESMA~~.

Amendment 621 #

Proposal for a regulation
Article 35 – paragraph 2

2. Where, despite the measures taken by the competent authority of the home Member State, the issuer, the offeror or the person asking for admission to trading or the financial institutions in charge of the offer to the public persists in infringing the relevant provisions of this Regulation, the competent authority of the host Member State, after informing the competent authority of the home Member State and ESMA, shall take all appropriate measures in order to protect investors and shall inform the Commission and ESMA thereof without undue delay.deleted

Amendment 622 #

Proposal for a regulation
Article 35 – paragraph 3

~~3. ESMA may, in the situations referred to in the second paragraph, act in accordance with the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.~~deleted

Amendment 623 #

Proposal for a regulation
Article 35 – paragraph 3

~~3. ESMA may, in the situations referred to in the second paragraph, act in accordance with the power conferred on it under Article 19 of Regulation (EU) No 1095/2010.~~deleted

Amendment 624 #

Sylvie GOULARD

Proposal for a regulation
Article 36 – paragraph 1 – introductory part

1. Without prejudice to the supervisory and investigatory powers of competent authorities under Article 30, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in conformity with national law, provide for competent authorities to have the power to take appropriate administrative measures and impose administrative sanctions, which shall be effective, proportionate and dissuasive. Those administrative measures and sanctions shall apply at least ~~for~~to:

Amendment 625 #

Proposal for a regulation
Article 36 – paragraph 1 – introductory part

1. Without prejudice to the supervisory and investigatory powers of competent authorities under Article 30, and the right of Member States to provide for and impose criminal sanctions, Member States shall, in conformity with national law, provide for competent authorities to have the power to take appropriate administrative measures and impose effective, proportionate and dissuasive administrative sanctions, which shall apply at least for:

Amendment 626 #

Proposal for a regulation
Article 36 – paragraph 1 – point a

(a) intentional infringements of Article 3, Article 5, Article 6, Article 7(1) to (10), Article 8, Article 9(1) to (13), Article 10, Article 11(1) and (3), Article 12, Article 14(2), Article 15(1) and (2), Article 16(1), Article 17(1) and (3), Article 18(1) to (3), Article 19(1), Article 20(1) to (4) and (7) to (10), Article 21(2) to (4), Article 22 (1), (2) and (4), and Article 25 of this Regulation;

Amendment 627 #

Proposal for a regulation
Article 36 – paragraph 1 – point a

(a) breaches of obligations and infringements ofunder Article 3, Article 5, Article 6, Article 7(1) to (10), Article 8, Article 9(1) to (13), Article 10, Article 11(1) and (3), Article 12, Article 14(2), Article 15(1) and (2), Article 16(1), Article 17(1) and (3), Article 18(1) to (3), Article 19(1), Article 20(1) to (4) and (7) to (10), Article 21(2) to (4), Article 22 (1), (2) and (4), and Article 25 of this Regulation;

Amendment 628 #

Proposal for a regulation
Article 36 – paragraph 1 – subparagraph 1 a (new)

Those administrative measures and sanctions shall be effective, proportionate and dissuasive.

Amendment 629 #

Proposal for a regulation
Article 36 – paragraph 1 – subparagraph 2

Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by [enter date 12 months after entry into force]. Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law.deleted

Amendment 630 #

Proposal for a regulation
Article 36 – paragraph 2 – point a

(a) a public statement indicating the natural person or the legal entity responsible and the nature of the infringement in accordance with Article 40;

Amendment 631 #

Proposal for a regulation
Article 36 – paragraph 2 – point c

(c) maximum administrative pecuniary sanctions of at least t~~wice~~hree times the amount of the profits gained or losses avoided or the losses inflicted on third parties because of the infringement where those can be determined;

Amendment 632 #

Proposal for a regulation
Article 36 – paragraph 2 – point c a (new)

(ca) minimum administrative pecuniary sanctions of at least the amount of the profits gained or losses avoided or the losses inflicted on third parties because of the infringement, where those can be determined;

Amendment 633 #

Proposal for a regulation
Article 36 – paragraph 2 – point d – subparagraph 1

(d) where the profits or losses referred to in points (a) to (c) cannot be determined, in the case of a legal person, maximum administrative pecuniary sanctions of at least EUR 5 000 000, or, in the Member States whose currency is not the euro, the corresponding value in the national currency on [insert date of entry into force], or 3% of the total annual turnover of that legal person according to the last available financial statements approved by the management body, whichever sum is greater.

Amendment 634 #

Proposal for a regulation
Article 40 – paragraph 2

2. Where the publication of the identity of the legal entities, or identity or personal data of natural persons, is considered by the competent authority to be disproportionate following a case-by-case assessment conducted on the proportionality of the publication of such data, or where such publication would jeopardise the stability of financial markets or an ongoing investigation, Member States shall ensure that the competent authorities shall either: (a) delay the publication of the decision to impose a sanction or a measure until the moment where the reasons for non- publication cease to exist; (b) publish the decision to impose a sanction or a measure on an anonymous basis in a manner which is in conformity with national law, where such anonymous publication ensures an effective protection of the personal data concerned; In the case of a decision to publish a sanction or measure on an anonymous basis the publication of the relevant data may be postponed for a reasonable period of time where it is foreseen that within that period the reasons for anonymous publication shall cease to exist; (c) not publish the decision to impose a sanction or measure in the event that the options laid down in points (a) and (b) are considered to be insufficient to ensure: (i) that the stability of financial markets would not be put in jeopardy; (ii) the proportionality of the publication of such decisions with regard to measures which are deemed to be of a minor nature.deleted

Amendment 635 #

Proposal for a regulation
Article 40 – paragraph 4 a (new)

4a. All decisions shall, in all events, be made public within five years at the latest of their being taken.

Amendment 636 #

Proposal for a regulation
Article 42 – paragraph 2

2. The delegation of power referred to in Article 1(5) and (6), Article 2(2), Article 9(14), Article 13(1) and (2), Article 14(3), Article 15(3), Article 17(5), Article 19(10), Article 21(6) and Article 27(3) shall be conferred on the Commission for an indeterminate period of time from [enter date of entry into force]. The first adoption of the delegated acts shall be completed within 18 months after the date of entry into force of this Regulation.

Amendment 637 #

Proposal for a regulation
Article 44 (new)

Article -44 Amendment to Directive 2014/65/EU Directive 2014/65/EU is amended as follows: In point (a) of Article 25(4) , the second subparagraph is replaced by the following: "For the purpose of this point a third- country market shall be considered to be equivalent to a regulated market if the requirements and the procedure laid down under the third and the fourth subparagraphs are fulfilled. On the request of the competent authority of a Member State, the Commission shall adopt equivalence decisions in accordance with the procedure referred to in Article43, stating whether the legal and supervisory framework of a third country ensures that a regulated market authorised in that third country complies with legally binding requirements which are, for the purpose of the application of point (a), equivalent to the requirements resulting from Regulation (EU) No 596/2014of the European Parliament and of the Council of 16 April 2013 on market abuse (market abuse regulation) , from Title III of this Directive, from Title II of Regulation(EU) No 600/2014and from Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, and which are subject to effective supervision and enforcement in that third country. That competent authority shall indicate why it considers that the legal and supervisory framework of the third country concerned is to be considered equivalent and shall provide relevant information to that end. Such a third-country legal and supervisory framework may be considered equivalent where that framework fulfils at least the following conditions: (i) the markets are subject to authorisation and to effective supervision and enforcement on an ongoing basis; (ii) the markets have clear and transparent rules regarding admission of securities to trading so that such securities are capable of being traded in a fair, orderly and efficient manner, and are freely negotiable; (iii) security issuers are subject to periodic and ongoing information requirements ensuring a high level of investor protection; and (iv) market transparency and integrity are ensured by the prevention of market abuse in the form of insider dealing and market manipulation."

Amendment 638 #

Proposal for a regulation
Article 44 – paragraph 3

3. Reference to the third and the fourth subparagraphs of Article 4(1) of Directive 2003/71/EC in the second subparagraph of point (a) of Article 25(4) of Directive 2014/65/EU shall continue to apply for the purpose of defining the notion of equivalent third-country market under Directive 2014/65/EU.deleted

Amendment 639 #

Proposal for a regulation
Article 45 – paragraph 2 – point c a (new)

(ca) statistics on the costs of producing a prospectuses broken down at least by different classes of issuers, sizes of issue and locations as well as the classes of fees and charges incurred by issuers and the classes of service providers that charge them; the statistics shall be accompanied by an analysis of the effectiveness of competition between services providers involved in drawing up prospectuses and recommendations on how to reduce costs;

Amendment 640 #

Proposal for a regulation
Article 45 – paragraph 2 – subparagraph 1 a (new)

Those statistics should also cover the cost of fundraising, broken down between the different elements such as underwriting and placing commissions, financial advisory fees, reporting accountant fees, and legal fees.

Amendment 641 #

Dariusz ROSATI

Proposal for a regulation
Article 46 – paragraph 1

Before [enter date 53 years after entry into force] the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal.

Amendment 642 #

Proposal for a regulation
Article 47 – paragraph 1

1. This Regulation shall enter into force ontwo months after the date of entry into force of relevant and necessary Level 2 legislation, but not before the twentieth day following that of its publication in the Official Journal of the European Union.

Amendment 643 #

Proposal for a regulation
Article 47 – paragraph 2

~~2. It shall apply from [enter date 12 months after entry into force].~~deleted

Amendment 644 #

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 1236 months after entry into force].

Amendment 645 #

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from ~~[enter date 12 months after entry into force]~~six months from the first date of entry into force of the delegated acts and regulatory technical standards adopted under Articles 9, 13, 14, 15 and 16.

Amendment 646 #

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 124 months after entry into force].

Amendment 647 #

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 124 months after entry into force].

Amendment 648 #

Proposal for a regulation
Article 47 – paragraph 3 – subparagraph 1

Member States shall take the necessary measures to comply with Article 11, Article 19(8), Article 29, Article 30, Article 36, Article 37, Article 38, Article 39, Article 40, and Article 41 by [enter date 124 months after entry into force].

Amendment 649 #

Proposal for a regulation
Article 47 – paragraph 3 – subparagraph 1

source: 582.054

2016/04/27 IMCO 83 amendments...

Amendment 100 #

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

The competent authority of each host Member State ~~may~~shall 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.

Amendment 101 #

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.

Amendment 102 #

Proposal for a regulation
Article 28 – paragraph 1 – subparagraph 1

For the purpose of Article 27, and, where deemed necessary, for the purpose of Article 26, the competent authorities of Member States shall conclude supervisory cooperation arrangements with ~~supervisory~~the competent authorities of third countries concerning the exchange of information ~~with supervisory authorities in third countries~~ and the enforcement of obligations arising under this Regulation in third countries. Those supervisory cooperation arrangements shall ensure ~~at least~~ an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

Amendment 103 #

Proposal for a regulation
Article 39 – paragraph 4 a (new)

4 a. Member States shall take all necessary measures to ensure optimal reporting procedures regarding breaches of the this Regulation.

Amendment 104 #

Proposal for a regulation
Article 47 – paragraph 2

2. It shall apply from [enter date 124 months after entry into force of this Regulation].

Amendment 22 #

Proposal for a regulation
Recital 1

(1) This Regulation constitutes an essential step towards the completion of the Capital Markets Union as set out in the Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions, entitled 'Action Plan on Building a Capital Markets Union' of 30 September 2015. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union (hereinafter 'the Union'), make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs., in particular for SMEs;

Amendment 23 #

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.

Amendment 24 #

Proposal for a regulation
Recital 7

(7) The aim of this Regulation is to ensure investor protection and market efficiency, while enhancing the single market for capital and facilitating the access of SMEs to it. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets. The appropriate way to make this information available is to publish a prospectus.

Amendment 25 #

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.

Amendment 26 #

Sergio Gaetano COFFERATI, Virginie ROZIÈRE

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.

Amendment 27 #

Proposal for a regulation
Recital 13

(13) Where 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 EUR 105 000 000, the passport mechanism under this Regulation is not needed and drawing 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 105 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.

Amendment 28 #

Sergio Gaetano COFFERATI, Nicola DANTI, Virginie ROZIÈRE

Proposal for a regulation
Recital 21

Amendment 29 #

Proposal for a regulation
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, based on the targets established by Regulation (EU) No 1286/2014 of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (PRIIPs), 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. 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 30 #

Proposal for a regulation
Recital 22

(22) The summary of the prospectus should be a useful source of information for investors, in particular retail investors and SMEs. 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. 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 31 #

Proposal for a regulation
Recital 24

(24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided, with indicative contents, which the issuer should fill in with brief, narrative descriptions including figures where appropriate. ~~As long as they present it in a fair and balanced way, issuers should be given discretion to select the information that they deem to be material and meaningful.~~

Amendment 32 #

Proposal for a regulation
Recital 33

(33) An issuer which has filed and received approval for a universal registration document for ~~three~~four consecutive years can be considered well- known to the competent authority. All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.

Amendment 33 #

Proposal for a regulation
Recital 43

(43) One of the core objectives of the Capital Markets Union is to facilitate access to financing on capital markets for SMEs which are the main driver of the EU economy in the Union. As such companies usually need to raise relatively lower amounts than other issuers, the cost of drawing up a prospectus can be disproportionately high and complicated administrative procedures may deter them from offering their securities to the public. At the same time, because of their size and shorter track record, SMEs might carry a higher investment risk than larger issuers and should disclose sufficient information for investors to take their investment decision. A proper balance should therefore be struck between the cost- efficient access to financial markets and investor protection when calibrating the content of a prospectus applying to SMEs and a specific disclosure regime should therefore be developed for SMEs to achieve that objective.

Amendment 34 #

Proposal for a regulation
Recital 44

(44) The ~~minimum~~reduced information required to be disclosed by SMEs under the specific disclosure regime should ~~be calibrated in a way that~~ focuses on information that is material and relevant for companies of such size and their investors~~, and~~. It should aim at ensuring proportionality between the size of the company and its fundraising needs, on the one hand, and the cost of producing a prospectus, on the other hand. In order to ensure SMEs can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specific disclosure regime for SMEs should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the key information necessary to the investors is disclosed.

Amendment 35 #

Proposal for a regulation
Recital 47

Amendment 36 #

Proposal for a regulation
Recital 47

Amendment 37 #

Proposal for a regulation
Recital 49

(49) Omission of sensitive information in a prospectus should be allowed in certain circumstances by means of a derogation granted by the competent authority in order to avoid detrimental situations for an issuer, provided that the omission of such information is not likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor.

Amendment 38 #

Proposal for a regulation
Recital 53

(53) Not all issuers have access to adequate information and guidance about the scrutiny and approval process and the necessary steps to follow to get a prospectus approved, as different approaches by competent authorities exist in Member States. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus. Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities. ESMA should play a key role in fostering supervisory convergence in this field by using its powers under Regulation (EU) No 1095/2010 of the European Parliament and of the Council13 . In particular, ESMA should conduct peer reviews covering activities of the competent authorities under this Regulation within an appropriate time-frame before the review of this Regulation and in accordance with Regulation (EU) No 1095/2010. ESMA should create an online platform in order to simplify the prospectus process, its procedures, and make the information easily accessible through the monitoring and approval stages. __________________ 13 Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC, (OJ L 331, 15.12.2010, p. 84)

Amendment 39 #

Proposal for a regulation
Recital 58 a (new)

(58a) The time-limits within which an issuer must publish a supplement to the prospectus and within which investors have a right to withdraw their acceptance of the offer following the publication of a supplement should be the same in order to assure impartiality.

Amendment 40 #

Proposal for a regulation
Recital 64

(64) For the purpose of detecting infringements of this Regulation, it is necessary for competent authorities to be able to access sites other than the private residences of natural persons in order to seize documents. The access to such premises is necessary when there is reasonable suspicion that documents and other data related to the subject matter of an inspection or investigation exist and may be relevant to prove an infringement of this Regulation, without violating property rights and field specific legislation. Additionally the access to such premises is necessary where: the person to whom a demand for information has already been made fails to comply with it; or where there are reasonable grounds for believing that if a demand were to be made, it would not be complied with, or that the documents or information to which the information requirement relates, would be removed, tampered with or destroyed.

Amendment 41 #

Evelyne GEBHARDT

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

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;

Amendment 42 #

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

(b) an offer of securities addressed to fewer than 1500 natural or legal persons per Member State, other than qualified investors;

Amendment 43 #

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

(b) an offer of securities addressed to fewer than 1520 natural or legal persons per Member State, other than qualified investors;

Amendment 44 #

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;

Amendment 45 #

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;

Amendment 46 #

Evelyne GEBHARDT

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 5100 000, which shall be calculated over a period of 12 months;

Amendment 47 #

Sergio Gaetano COFFERATI, Virginie ROZIÈRE

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 5400 000, which shall be calculated over a period of 12 months;

Amendment 48 #

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 5100 000, which shall be calculated over a period of 12 months;

Amendment 49 #

Maria GRAPINI, Evelyne GEBHARDT

Proposal for a regulation
Article 1 – paragraph 4 – point c

(c) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, where the issuing of such shares does not involve any increase in the issued capital;, and providing that those shares have the same characteristics as the ones they replace.

Amendment 50 #

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.

Amendment 51 #

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

Amendment 52 #

Sergio Gaetano COFFERATI, Virginie ROZIÈRE

Proposal for a regulation
Article 3 – paragraph 2 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 120 000 000. in the Union, and

Amendment 53 #

Proposal for a regulation
Article 3 – paragraph 2 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

Amendment 54 #

Proposal for a regulation
Article 3 – paragraph 2 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 108 000 000.

Amendment 55 #

Evelyne GEBHARDT

Proposal for a regulation
Article 3 – paragraph 2 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

Amendment 56 #

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

Amendment 57 #

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

The Commission shall harmonise the rules based on which this consideration shall be drafted.

Amendment 58 #

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

The Commission shall supervise and prevent that by such actions Member States do not hamper the fragmentation of the single market.

Amendment 59 #

Maria GRAPINI, Evelyne GEBHARDT

Proposal for a regulation
Article 5 – paragraph 2

No additional prospectus shall be required 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 12 and Article 22 and the issuer or the person responsible for drawing up such prospectus consents to its use by means of a written agreement.

Amendment 60 #

Proposal for a regulation
Article 6 – paragraph 1

1. Without prejudice to Article 14(2) and Article 17(2), the prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, ~~and~~three years financial prospjections of the issuer and of any guarantor, and of the rights attaching to such securities. That information shall be presented in an easily analysable, succinct and comprehensible form.

Amendment 61 #

Proposal for a regulation
Article 7 – paragraph 1

Amendment 62 #

Maria GRAPINI, Nicola DANTI, Marlene MIZZI

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.

Amendment 63 #

Proposal for a regulation
Article 7 – paragraph 2

2. The content of the summary shall be accurate, fair, clear and not misleading and containing all relevant information. It shall be consistent with the other parts of the prospectus.

Amendment 64 #

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~~eight sides of A4-sized paper when printed. It shall:

Amendment 65 #

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:

Amendment 66 #

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) an introduction containing warnings that include a possible loss of their investment if this would occur;

Amendment 67 #

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:

Amendment 68 #

Proposal for a regulation
Article 7 – paragraph 5 – point d

(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus, or where it does not provide~~, when read together with the other parts of the prospectus,~~ key information in order to aid investors when considering whether to invest in such securities.

Amendment 69 #

Proposal for a regulation
Article 7 – paragraph 6 – point c

Amendment 70 #

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 and clear description of no more than ~~five~~ten of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.

Amendment 71 #

Proposal for a regulation
Article 7 – paragraph 7 – point d

Amendment 72 #

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 and clear description of no more than ~~five~~ten of the most material risk factors specific to the securities, contained in the category of highest materiality according to Article 16.

Amendment 73 #

Proposal for a regulation
Article 9 – paragraph 2 – subparagraph 2

After the issuer has had a universal registration document approved by the competent authority every financial year for ~~three~~four consecutive years, subsequent universal registration documents may be filed with the competent authority without prior approval.

Amendment 74 #

Proposal for a regulation
Article 11 – paragraph 2 – subparagraph 2

However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of the summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or it does not provide~~, when read together with the other parts of the prospectus,~~ key information in order to aid investors when considering whether to invest in such securities. The summary shall contain a clear warning to that effect.

Amendment 75 #

Proposal for a regulation
Article 15 – title

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

Amendment 76 #

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.

Amendment 77 #

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.

Amendment 78 #

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

Amendment 79 #

Proposal for a regulation
Article 15 – paragraph 2

2. Companies making use of the minimum 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 to draw up a prospectus under a format structured in the form of a questionnaire with standardised text, that is additional to the summary, 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.

Amendment 80 #

Proposal for a regulation
Article 15 – paragraph 2

Amendment 81 #

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.

Amendment 82 #

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;

Amendment 83 #

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.

Amendment 84 #

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.

Amendment 85 #

Proposal for a regulation
Article 16 – paragraph 1

Amendment 86 #

Proposal for a regulation
Article 16 – paragraph 1

Amendment 87 #

Proposal for a regulation
Article 16 – paragraph 1 a (new)

1a. In order to ensure transparency and compatibility of the prospectus, risk factors shall be presented through a clear graphic which would enable investors to take more informed decisions. The design of this graphic shall be adopted by the Commission through a delegated act in accordance with Articles 13 and 42.

Amendment 88 #

Proposal for a regulation
Article 16 – paragraph 2

Amendment 89 #

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~~its allocation ~~of risk factors~~ across categories.

Amendment 90 #

Proposal for a regulation
Article 18 – paragraph 4 – subparagraph 1

In order to ensure consistent harmonisation in relation to this Article, ESMA ~~may~~shall develop draft regulatory technical standards to update the list mentioned in paragraph 1 by including additional types of documents required under Union law to be filed with or approved by a public authority.

Amendment 91 #

Proposal for a regulation
Article 19 – paragraph 3 – subparagraph 1

The time limit referred to in paragraph 2 shall be extended to 2015 working days where the offer to the public involves securities issued by an issuer which does not have any securities admitted to trading on a regulated market and who has not previously offered securities to the public.

Amendment 92 #

Proposal for a regulation
Article 19 – paragraph 3 – subparagraph 2

The time limit of 2015 working days shall only be applicable for the initial submission of the draft prospectus. Where subsequent submissions are necessary according to paragraph 4, the time limit of paragraph 2 shall apply.

Amendment 93 #

Proposal for a regulation
Article 19 – paragraph 4 – point a

(a) it shall inform the issuer, the offeror or the person asking for admission to trading on a regulated market within 10 working days of the submission of the draft prospectus and/or supplementary information, and state the reasons for the decision therefor, and

Amendment 94 #

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.

Amendment 95 #

Proposal for a regulation
Article 19 – paragraph 11

Amendment 96 #

Proposal for a regulation
Article 19 – paragraph 12

12. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall also organise and conduct at least one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers' ability to raise capital in the European Union. The report on this peer review shall be published no later thatn three years after the date of application of this Regulation and be accessible online format too. In the context of this peer review, ESMA shall, where appropriate, request opinions or advice from the Securities and Markets Stakeholder Group referred to in Article 37 of Regulation (EU) No 1095/2010.

Amendment 97 #

Maria GRAPINI, Nicola DANTI, Evelyne GEBHARDT

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.

Amendment 98 #

Proposal for a regulation
Article 22 – paragraph 2

2. Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within ~~two~~four working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in paragraph 1 arose before the final closing of the offer to the public or the delivery of the securities, whichever occurs first. That period may be extended by the issuer or the offeror. The final date of the right of withdrawal shall be stated in the supplement.

Amendment 99 #