2020/0155(COD) | [ParlTrack]

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime that respect the principles of the Single European Market and pay specific attention to the specific needs of small and medium enterprises (SMEs) and start-ups are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

Amendment 11 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL, Andreas SCHWAB

Proposal for a regulation
Recital 2 a (new)

(2a) The current situation makes European companies and especially SMEs and start-ups more fragile and vulnerable. The removal of unjustified barriers and red tape where appropriate, in order to facilitate and diversify funding sources for European companies, with a particular focus on SMEs, including start-ups and mid-caps, can help promoting their ability to access equity markets, and to access more diverse, longer-term and more competitive investment opportunities for retail and large investors.

Amendment 12 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Recital 3

(3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them a breathing space to support their clients in the real economy. As that measure is limited to the recovery phase, it should therefore be available for a limited time period ~~of 18 months~~ending on 31 December 2022.

Amendment 13 #

Proposal for a regulation
Recital 3

(3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them a breathing space to support their clients in the real economy. As thatis measure is limited to the recovery phase, it should therefore be available for a limited time period ~~of 18 months~~, ending on 31 December 2022.

Amendment 14 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL, Kateřina KONEČNÁ

Proposal for a regulation
Recital 4

(4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities. For the development of this new short-form prospectus the special needs of SMEs and start ups need to be taken into account and burdensome administrative procedures need to be avoided.

Amendment 15 #

Proposal for a regulation
Recital 5

(5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the Council16 or Commission Delegated Regulation (EU) 2017/56517 . Hence, many of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances and should only focus on essential, accurate, and up-to-date information that any investors need to make informed investment decisions. Information should be provided in a clear and intelligible manner so as to enable individual investors to assess and understand the risks in their own capacity. The information should be made easily accessible to any citizens by the competent authority of the Member State where the offer is issued, and by the issuer, where possible. __________________ 15Regulation (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). 16 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 amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38). 17Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Amendment 16 #

Proposal for a regulation
Recital 6

(6) In order to be an efficient tool for issuers, the EU Recovery prospectus should be a single document of a limited size, allow for incorporation by reference, and benefit from the passport for pan- European offers of securities to the public or admissions to trading on a regulated market. A Single Market approach that avoids fragmentation between the Member States in the set-up of the EU Recovery prospectus is essential.

Amendment 17 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL, Kateřina KONEČNÁ

Proposal for a regulation
Recital 7

(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. A Single Market approach shall be ensured with access to the EU Recovery prospectus across all Member States, as well as coordination with regards to language, format and means of accessing the EU Recovery prospectus.

Amendment 18 #

Proposal for a regulation
Recital 7

(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors, savers, SMEs and start-ups. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision.

Amendment 19 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Recital 7

(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be ~~a self-contained part~~set out at the beginning of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by, thereafter reviewing the EU Recovery prospectus as a whole in order to take their decision.

Amendment 20 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL, Kateřina KONEČNÁ, Andreas SCHWAB

Proposal for a regulation
Recital 7 a (new)

(7a) Unharmonised practices regarding the structure of the information presented in the EU Recovery Prospectus could be to the detriment of investors’ clear understanding and increase market fragmentation. In order to provide an appropriate level of clarity throughout the Union, issuers should present information from Annex Va in the same order as presented in that Annex.

Amendment 21 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Recital 10

(10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The ~~scope of~~ deadline within which investors toare to be contacted, as well as the ~~deadline~~scope of investors to contact ~~them~~, can raise difficulties for financial intermediaries. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such a regime should specify which investors should be contacted by financial intermediaries when a supplement is published and should extend the deadline to contact those investors.

Amendment 22 #

Proposal for a regulation
Recital 10

Amendment 23 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL, Andreas SCHWAB

Proposal for a regulation
Recital 10 a (new)

(10a) In order to avoid the bankruptcy of many European companies, one of the main objectives of this amending Regulation should be to make it easier for investors to assess companies, since it is usually difficult for them to evaluate young and small firms with a short business record, thus hindering innovative openings, especially by young entrepreneurs.

Amendment 24 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Recital 11

(11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire ~~18 months after the date of application of this Regulation~~by 31 December 2022. In order to ensure the continuity of EU Recovery prospectuses, the ones approved before the expiration of the regime should benefit from a grandfathering provision.

Amendment 25 #

Proposal for a regulation
Recital 11

(11) As the EU Recovery prospectus is limited to the recovery phase, the regime of this prospectus should expire ~~18 months after the date of application of this Regulation~~by 31 December 2022. In order to ensure the continuity of EU Recovery prospectuses, th~~e on~~ose Recovery prospectuses approved before the expiration of the regime should benefit from a grandfathering provision.

Amendment 26 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Recital 12

(12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation and if seen as appropriate, incorporate into its legislative proposal a permanent form of a prospectus which would reduce burdens on secondary issuances covered by the EU Recovery Prospectus.

Amendment 27 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Recital 12

(12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation. This assessment should cover the issue whether the EU Recovery prospectus stroke a proper balance between reduction of administrative burden for the issuer and investor protection.

Amendment 28 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point k

(k) from [date of application of this Regulation] to ~~[18 months from the date of application of this Regulation]~~31 December 2022 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 150 000 000 per credit institution calculated over a period of 12 months, provided that those securities:

Amendment 29 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point k

Amendment 30 #

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

Regulation (EU) 2017/1129
Article 6 – paragraph 1 – subparagraph 1 – point c a (new)

(2a) in the first subparagraph of Article 6(1), the following point is added: "(ca) climate-related and environmental, social and governance risks, to the extent they are material."

Amendment 31 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12 a – point b a (new)

(ba) available in the official language or at least one of the official languages of the host Member State, or in another language accepted by the competent authority of the host Member State;

Amendment 32 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12 a – point b a (new)

(ba) written in a language that is accepted by the competent authority of the Member States where the offer is issued;

Amendment 33 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12 a – point c – point i

(i) an introduction, containing warnings and the approval date of the prospectus as laid down in paragraph 5 of this Article;

Amendment 34 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 1 – point b a (new)

(ba) offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.

Amendment 35 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 1 – point b

(b) the essential information on the shares, the rights attached to the securities, including any limitations and procedure for the exercise of those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, the disclosure of capitalisation and indebtedness, a working capital statement and the use of proceeds.

Amendment 36 #

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 1 – point b

(b) the ~~essential information on the shar~~rights attaching to the securities, the reasons for the issuance and its impact on the overall capital structure of the issuer, and the use of proceeds.

Amendment 37 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL, Kateřina KONEČNÁ, Andreas SCHWAB

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 2

The information contained in the EU Recovery prospectus shall be written and presented in an intelligible, easily analysable, concise and comprehensible form an~~d shall enable investors~~y investors, in particular SMEs and savers, in order to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565. The competent authority shall ensure that the Recovery prospectus is easily accessible to any investors.

Amendment 38 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 2

The information contained in the EU Recovery prospectus shall be written in an easily understandable, concise and comprehensible language and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565.

Amendment 39 #

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

The EU Recovery prospectus shall be a single document containing the minimum information laid down in Annex Va. It shall have a maximum length, including the summary, of 320 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

Amendment 40 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL, Andreas SCHWAB

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

Regulation (EU) 2017/1129
Article 14 a – paragraph 2 – subparagraph 5

~~Issuers may decide~~When presenting the necessary information in the EU Recovery prospectus, issuers should follow the order in which the information referred to in Annex Va is ~~set out in the EU Recovery prospectus~~presented.

Amendment 41 #

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

Regulation (EU) 2017/1129
Article 20 – paragraph 6 a

6a. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and in paragraph 4 shall be reduced to fiseven working days for an EU Recovery prospectus drawn up in accordance with Article 14a. The issuer shall inform the competent authority at least five working days before the date envisaged for the submission of an application for approval.

Amendment 42 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 t~~hree~~wo working days after the publication of the supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period 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 43 #

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

Regulation (EU) 2017/1129
Article 23 – paragraph 7 a (new)

(ba) the following paragraph is added: "7a. The time limits provided for in Article 23(2) and (3) should expire on [18 months from the date of application of this Regulation]."

Amendment 44 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47 a – paragraph 1

The regime set out in Article 14a expires on ~~[18 months from the date of application of this Regulation]~~31 December 2022.

Amendment 45 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47 a – paragraph 1

The regime set out in Article 14a expires on ~~[18 months from the date of application of this Regulation]~~31 December 2022.

Amendment 46 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47 a – paragraph 2

EU Recovery Prospectuses drawn up in accordance with Article 14a and approved between [date of application of this Regulation] and ~~[18 months after the date of application of this Regulation]~~31 December 2022 shall continue to be governed in accordance with that Article until the end of their validity or until twelve months have elapsed after ~~[18 months after date of application of this Regulation]~~31 December 2022, whichever occurs first.

Amendment 47 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47 a – paragraph 2

Amendment 48 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point b

(b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burdens for the persons entitled to use it;

Amendment 49 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point c

(c) the number of standard prospectuses, EU Growth prospectuses and EU Recovery prospectuses approved and an analysis of the evolution of such number; and, where appropriate, offer prices of securities offered to the public in relation to all types of prospectuses;

Amendment 50 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point d

(d) the cost of preparing and having an EU Recovery prospectus approved compared to the current costs for a standard prospectus and an EU Growth prospectus, together with an indication of the overall financial savings achieved and total costs of complying with this Regulation for issuers, offerors and financial intermediaries together with the information of these costs as a percentage of operational costs;

Amendment 51 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point d a (new)

(da) the separate cost of preparing and having each of I-XI category of information of an EU Recovery prospectus approved as listed in Annex Va and the summary of an EU Recovery prospectus;

Amendment 52 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point d b (new)

(db) an analysis of the impact of this Regulation on the proper functioning of the Union’s internal market for financial services, including the impact on access to finance by SMEs and on investors and other categories of natural or legal persons affected by those services;

Amendment 53 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e

(e) an analysis of whether the EU Recovery prospectuses strikes a proper balance between investor protection, in particular retail investors, SMEs and start-ups, and the reduction of administrative burden for the persons entitled to use it.;

Amendment 54 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e

(e) an analysis of ~~whether~~the impact of the EU Recovery prospectuses ~~strikes a proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it.~~on investor protection and accessibility of the information;

Amendment 55 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e a (new)

(ea) an analysis of the impact of the EU Recovery prospectuses on investor protection and accessibility of the information;

Amendment 56 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e a (new)

(ea) an analysis of whether any changes are needed to the requirements set out in Annexes;

Amendment 57 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e b (new)

(eb) whether the scope of services covered by this Regulation remains appropriate, in relation to the threshold amounts set out in Article 1 and 3;

Amendment 58 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e c (new)

(ec) an analysis of whether and what prolongation of validity of a prospectus could improve a proper balance between investor protection and the reduction of administrative burden for issuers and the persons entitled to use it;

Amendment 59 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e d (new)

(ed) the share of securities offered to the public in relation to authorised prospectuses under this Regulation in the global financial market and the European financial market;

Amendment 60 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e e (new)

(ee) the volume of investments withdrawn by investors using their withdrawal right and its share on the total volume of investments divided by the standard prospectuses, the EU Growth prospectuses and EU Recovery prospectuses; and, based on those data, assess whether the duration and the nature of the withdrawal right is appropriate and does not harm the efficiency of the capital raising process or investor protection;

Amendment 61 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e f (new)

(ef) the number and volume of sanctions imposed according to or in relation with this Regulation classified by Member States and by the type of a prospectus;

Amendment 62 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e g (new)

(eg) types and trends of detriments and fraudulent behaviour, of investors, issuers, offerors or financial intermediaries and third persons occurring in relations with this Regulation;

Amendment 63 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e h (new)

(eh) direct and indirect measurement of improvements in market outcomes for investors and issuers;

Amendment 64 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e i (new)

(ei) a risk, cost and benefit analysis of whether EU Recovery prospectuses can become a permanent form of prospectus.

Amendment 65 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section -I (new)

-I Summary The EU Recovery prospectus shall include a summary drawn up in accordance with Article 7(12a). That summary shall be included as part of the calculation of the maximum length of the EU Recovery prospectus provided for in the third subparagraph of Article 14a(2).

Amendment 66 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section I – paragraph 1

The purpose is to identify the company issuing shares, including its legal entity identifier (‘LEI’), its Member State of incorporation and the website, if any, where investors can find information on the company’s business operations and the disclaimer set out in the fourth subparagraph of Section IV of this Annex, the products it makes or the services it provides, the principal markets where it competes, its organisational structure and, where applicable, information incorporated by reference.

Amendment 67 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Dita CHARANZOVÁ, Marc ANGEL, Kateřina KONEČNÁ, Andreas SCHWAB

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section I – paragraph 1

The purpose is to promote greater transparency and identify the company issuing shares, including its legal entity identifier (‘LEI’), its Member State of incorporation and the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it competes, its organisational structure and, where applicable, information incorporated by reference.

Amendment 68 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN, Svenja HAHN

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section III – paragraph 1

~~The purpose is to describe the most material risks that are specific to the issuer and the shares~~A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.

Amendment 69 #

Proposal for a regulation
Annex I

The purpose is to describe the most material risks that are specific to the issuer and the shares, including climate-related and environmental, social and governance risks.

Amendment 70 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section V – point b a (new)

(ba) financial and non-financial objectives and strategy of the issuer in the context of the Covid-19-crisis and ecological transition;

Amendment 71 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VIII a (new)

VIIIa. State aid support The purpose is to include information on whether the issuer has benefited of any form of state aid support in the COVID-19 context.

Amendment 72 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IX – title

IX. Working capital statement and statement on capitalisation and indebtedness

Amendment 73 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IX

The purpose is to provide information on the issuer’s capitalisation and indebtedness and information as to whether or not the working capital is sufficient for the issuer’s present requirements ~~or, if not,~~. If there is insufficient capital, a clear description of how the issuer proposes to provide the additional working capital needed is required.

Amendment 74 #

Adriana MALDONADO LÓPEZ, Clara AGUILERA, Maria GRAPINI, Andreas SCHIEDER, Marc ANGEL

Proposal for a regulation
Annex I a (new)

Regulation (EU) 2017/1129
Annex Va – section IXa (new)

IXa. Dividend policy and remuneration A description of the issuer’s policy on dividend distributions, including any restrictions thereon, and a description of the issuer’s remuneration policy, including all benefits awarded to individual directors, fixed and variable remuneration components, the number of shares and share options granted or offered, as well as an explanation on how the remuneration contributes to the business strategy, long-term performance and sustainability of the company.

Amendment 8 #

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while protecting the interests of retail investors, pensioners and consumers, in order to incentivise financial participation and turn savers into investors. Access to equity financing for small and medium enterprises (SMEs), entrepreneurs and the social economy has become even more crucial with a view to the COVID-19 recovery. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

Amendment 9 #

Dita CHARANZOVÁ, Vlad-Marius BOTOŞ, Sandro GOZI, Stéphanie YON-COURTIN

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while protecting the interests of retail investors, pensioners and consumers, in order to incentivise financial participation and turn savers into investors. Access to equity financing for small and medium enterprises (SMEs) and entrepreneurs has become even more crucial with a view to the COVID-19 recovery. __________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

source: 659.048

2020/11/03 ECON 115 amendments...

Amendment 100 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point d

(d) the break down of costs of preparing and having an EU Recovery prospectus approved compared to the ~~current~~ costs for a regular prospectus, together with an indication of ~~the overall financial savings achiev~~which costs may be reduced;

Amendment 101 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point d a (new)

(d a) the separate cost of preparing and having each of I-XI category of information of an EU Recovery prospectus approved as listed in Annex Va and the summary of an EU Recovery prospectus;

Amendment 102 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point d b (new)

(d b) an analysis of the impact of this Regulation on the proper functioning of the Union’s internal market for financial services, including the impact on access to finance by SMEs and on investors and other categories of natural or legal persons affected by those services;

Amendment 103 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point e

(e) an analysis of ~~whether the~~the impact of EU Recovery prospectuses ~~strikes a proper balance betwee~~on investor protection and on the ~~reduction of administrative burden for the persons entitled to use it.~~accessibility of essential information for investments;

Amendment 104 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e a (new)

(e a) an analysis of whether any changes are needed to the requirements set out in Annexes;

Amendment 105 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e b new

(e b) whether the scope of services covered by this Regulation remains appropriate, in relation to the threshold amounts set out in Article 1 and 3;

Amendment 106 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e c (new)

(e c) an analysis of whether and what prolongation of validity of a prospectus could improve a proper balance between investor protection and the reduction of administrative burden for issuers and the persons entitled to use it;

Amendment 107 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e d (new)

(e d) the share of securities offered to the public in relation to authorised prospectuses under this Regulation in the global financial market and the European financial market;

Amendment 108 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation 1129/2017
Article 48 – paragraph 2 – point e e (new)

(e e) the volume of investments withdrawn by investors using their withdrawal right and its share on the total volume of investments divided by the standard prospectuses, the EU Growth prospectuses and EU Recovery prospectuses; and, based on those data, assess whether the duration and the nature of the withdrawal right is appropriate and does not harm the efficiency of the capital raising process or investor protection;

Amendment 109 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e f (new)

(e f) the number and volume of sanctions imposed according to or in relation with this Regulation classified by Member States and by the type of a prospectus;

Amendment 110 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e g (new)

(e g) types and trends of detriments and fraudulent behaviour, of investors, issuers, offerors or financial intermediaries and third persons occurring in relations with this Regulation;

Amendment 111 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e h (new)

(e h) direct and indirect measurement of improvements in market outcomes for investors and issuers;

Amendment 112 #

Antonio TAJANI, Herbert DORFMANN, Fulvio MARTUSCIELLO

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point e i (new)

(e i) a risk, cost and benefit analysis of whether EU Recovery prospectuses can become a permanent form of prospectus.

Amendment 113 #

Proposal for a regulation
Article 1 – paragraph 1 – point 10 a (new)

Regulation (EU) 2017/1129
Recital 66

(10 a) Recital 66 is amended as follows: "(66) In order to improve legal certainty, the respective time limits within which an issuer is to 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 clarified. On the one hand, the obligation to supplement a prospectus should apply when the significant new factor, material mistake or material inaccuracy occurs before the closing of the offer period or the time when trading of such securities on a regulated market begins, whichever occurs later. On the other hand, the right to withdraw an acceptance should apply only where the prospectus relates to an offer of securities to the public and the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period and the delivery of the securities. Hence, the right of withdrawal should be linked to the timing of the significant new factor, material mistake or material inaccuracy that gives rise to a supplement, and should apply provided that such triggering event has occurred while the offer is open and before the securities are delivered. The right of withdrawal granted to investors owing to a significant new factor, material mistake or material inaccuracy that arose or was noted during the validity period of a prospectus is not affected by the fact that the corresponding supplement is published after the validity period of that prospectus. In the particular case of an offer that continues under two successive base prospectuses, the fact that the issuer is in the process of having a succeeding base prospectus approved does not remove the obligation to supplement the previous base prospectus until the end of its validity and grant the associated rights of withdrawal. To improve legal certainty, the supplement to the prospectus should specify when the right of withdrawal ends. Financial intermediaries should inform investors of their rights and facilitate proceedings when investors exert their right to withdraw acceptances. Financial intermediaries should inform their clients at least once of the possibility of a supplement being published, and when and where it would be published. Upon subscriptions of the securities within the initial subscription period financial intermediaries should inform their clients about their right to withdraw acceptances and facilitate proceeding when investors exert their right to withdraw acceptances. In the event of a supplement is published, financial intermediaries should contact their clients through electronic means. If an investor does not provide a mean of electronic communication to the intermediaries, the investor waives the right to be contacted through intermediaries. In this case, the information regarding the supplement should be found on the issue's website." Or. en (32017R1129)

Amendment 114 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9 a (new)

Regulation (EU) 2017/1129
Article 48 – paragraph 4 a (new)

(9 a) in Article 48, the following paragraph is added: 4 a. By 31 December 2021, the Commission shall review the disclosure regimes set out by this Regulation in light of potential regulatory developments in the Union legislation related to non financial reporting and sustainability related criteria and make the necessary proposals, as appropriate, in order to bring those in line with the relevant legislation and the criteria set out in Regulation 2020/852 [Taxonomy Regulation], taking into account in particular the need to ensure standardised and comparable sustainability-related information disclosed by listed companies in the EU and to move towards an integrated approach for reporting of financial and non-financial information.

Amendment 115 #

Frances FITZGERALD

Proposal for a regulation
Article 1 b (new)

Regulation (EU) 600/2014
Article 23 – paragraph 1

Article 1 b (new) Amendment to Regulation (EU) 600/2014 Article 23(1) is replaced by the following: ""1. An investment firm shall ensure the trades it undertakes in shares with an ISIN that contains the country code of an EEA country admitted to trading on a regulated market or traded on a trading venue shall take place on a regulated market, MTF or systematic internaliser, or a third-country trading venue assessed as equivalent in accordance with Article 25(4)(a) of Directive 2014/65/EU, as appropriate, unless their characteristics include that they: (a) are non-systematic, ad-hoc, irregular and infrequent; or ~~(b) are carried out between eligible and/or professional counterparties and do not contribute to the price discovery process.~~ are carried out on a third country trading venue in the home currency of the third country in which the trading venue is located; or (b) are carried out between eligible and/or professional counterparties and do not contribute to the price discovery process. The obligation laid down in the first subparagraph is satisfied in relation to trades in shares de-nominated in the national currency of a third country or when the share was admitted to trading before 31 December 2020 where such trades take place on a trading venue located in that third country."" Or. en (32014R0600)

Amendment 116 #

Fabio Massimo CASTALDO

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

Regulation (EU) 2017/1129
Recital 66

(1) Recital 66 is amended as follows: "In order to improve legal certainty, the respective time limits within which an issuer is to 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 clarified. On the one hand, the obligation to supplement a prospectus should apply when the significant new factor, material mistake or material inaccuracy occurs before the closing of the offer period or the time when trading of such securities on a regulated market begins, whichever occurs later. On the other hand, the right to withdraw an acceptance should apply only where the prospectus relates to an offer of securities to the public and the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period and the delivery of the securities. Hence, the right of withdrawal should be linked to the timing of the significant new factor, material mistake or material inaccuracy that gives rise to a supplement, and should apply provided that such triggering event has occurred while the offer is open and before the securities are delivered. The right of withdrawal granted to investors owing to a significant new factor, material mistake or material inaccuracy that arose or was noted during the validity period of a prospectus is not affected by the fact that the corresponding supplement is published after the validity period of that prospectus. In the particular case of an offer that continues under two successive base prospectuses, the fact that the issuer is in the process of having a succeeding base prospectus approved does not remove the obligation to supplement the previous base prospectus until the end of its validity and grant the associated rights of withdrawal. To improve legal certainty, the supplement to the prospectus should specify when the right of withdrawal ends. Financial intermediaries should inform ~~investors of their right~~their clients at least once of the possibility of a supplement being published, and where and when it would be published. Upon subscription of the securities within the initial subscription period, financial intermediaries should inform their clients about their right to withdraw acceptances and facilitate proceedings when investors exert their right tof withdraw ~~acceptances.~~al. In case of a supplement is published financial intermediaries should contact their clients by electronic means. If an investor does not provide a channel of electronic communication to the intermediary, this investor waives the right to be contacted by the intermediary. In this case, the information about the supplement can be found on the issuer’s website."

Amendment 117 #

Billy KELLEHER

Proposal for a regulation
Article 1 a (new)

Regulation (EU) No 600/2014
Article 23 – paragraph 1

Article 1 a (new) Amendment to Regulation (EU) 600/2014 Article 23(1) is replaced by the following: ""1. An investment firm shall ensure the trades it undertakes in shares with an ISIN that contains the country code of an EEA country admitted to trading on a regulated market or traded on a trading venue shall take place on a regulated market, MTF or systematic internaliser, or a third-country trading venue assessed as equivalent in accordance with Article 25(4)(a) of Directive 2014/65/EU, as appropriate, unless their characteristics include that they: (a) are non-systematic, ad-hoc, irregular and infrequent; or are carried out on a third-country trading venue in the home currency of the third country in which the trading venue is located; or if the shares were dual-listed on a third country exchange before 31 December 2020; (b) are carried out between eligible and/or professional counterparties and do not contribute to the price discovery process. ;"" Or. en (32014R0600)

Amendment 118 #

Proposal for a regulation
Annex I

Regulation 2017/1129
Annex Va

I. Name of the issuer, ~~Member State~~country of incorporation, link to the issuer’s website

Amendment 119 #

Proposal for a regulation
Annex I

Regulation 2017/1129
Annex Va

The purpose is to identify the company issuing shares by its legal and commercial name, including its legal entity identifier (‘LEI’), its ~~Member State~~country of incorporation and the website where investors can find information on the company’s business operations, the products it makes or the services it provides, the principal markets where it competes, its organisational structure and, where applicable, information incorporated by reference.

Amendment 120 #

Proposal for a regulation
Annex I

Regulation 2014/1129
Annex Va

The statement shall indicate the competent authority that has approved the EU Recovery prospectus in relation to completeness, comprehensibility and consistency as provided by this Regulation, specify that such approval is not an endorsement of the issuer and specify that the EU Recovery prospectus has been drawn up in accordance with Article 14a.

Amendment 121 #

Proposal for a regulation
Annex I

Annex Va – section III

Amendment 122 #

Ondřej KOVAŘÍK

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section III

~~The purpose is to describe the most material risks that are specific to the issuer and the share~~A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the EU Recovery Prospectus.

Amendment 123 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section III

The purpose is to describe the most material risks that are specific to the issuer and the shares. The description shall include risks that may have an adverse impact on factors, including environmental, social and governance factors, if any.

Amendment 124 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IV

FThe EU Recovery prospectus shall include the financial statements (annual and half- yearly) ~~are required to be published~~ covering the period of 12 months prior to the approval of the EU Recovery prospectus. Where both annual and half- yearly financial statements have been published, only the annual statements shall be required where they postdate the half- yearly financial statements.

Amendment 125 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IV a (new)

IVa. A description of the issuer’s policy on dividend distributions and any current restrictions thereon.

Amendment 126 #

Proposal for a regulation
Annex I Regulation (EU) 2017/1129

IV a. Business strategy and objectives The purpose is to include a description of: (a) the long-term business strategy and financial and non-financial objectives of the issuer in the context of the recovery and the ecological transition, including a reference to decarbonisation plans if any; (b) the issuer’s material investments made since the date of the last published financial statements and which are in progress; (c) the development and performance of the issuer’s business and of its position including both financial and non- financial Key Performance Indicators relevant to the particular business.

Amendment 127 #

Proposal for a regulation
Annex I

Annex Va – section IV a (new)

IV a. Information about any state aid and public subsidies received must be disclosed.

Amendment 128 #

Proposal for a regulation
Annex I

(b a) information on the issuer's strategy in the context of the Covid-19 crisis;

Amendment 129 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII

VII. ~~Where and when to subscribe~~Essential information on the shares

Amendment 130 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII

The purpose is to provide ~~the international security identification number (‘ISIN’) and other essential information about the shares offered to the public and to provide information about~~essential information about the shares offered to the public: (a) the international security identification number (‘ISIN’); (b) the rights attached to the shares, the procedure for the exercise of those rights and any limitations of those rights; (c) the past performance of the market price of the shares and dividend yields, if any; (d) where the shares can be subscribed as well as on the time period, including any possible amendments, during which the offer will be open and a description of the application process together with the issue date of new shares.

Amendment 131 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII a

VII a. Dividend policy A description of the issuer’s policy on dividend distributions, including any restrictions thereon, if any, and on share repurchases.

Amendment 132 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII b

VII b. Remuneration policy A short description of the issuer’s remuneration policy, including all benefits awarded to individual directors and executives, the total remuneration split out by the fixed and variable component, the number of shares and share options granted or offered.

Amendment 133 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section VII a

VIII a. Receipt of state aid support The purpose is to provide information as to whether the issuer has benefited from state aid in whatever form in the context of the recovery and the purpose, type of instrument and amount of the aid received and conditions attached to it, if any.

Amendment 134 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section IX

The purpose is to provide information on the issuer’s capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) and information as to whether or not the working capital is sufficient for the issuer’s present requirements ~~or, if not,~~If there is insufficient capital, a clear description of how the issuer proposes to provide the additional working capital needed is required.

Amendment 135 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section X

The purpose is to provide information about interest, including any conflicts of interest related to the issuance, detailing the natural and legal persons involved and the nature of the interest.

Amendment 136 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section XI

XI. SDilution and shareholding after the issuance

Amendment 137 #

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex Va – section XI

The purpose is to provide information about the ~~participa~~dilution in share capital and voting rights that existing shareholders of the issuer will experience after the capital increase as a result~~ing from the offer to~~ of the public. offer.”.

Amendment 23 #

Proposal for a regulation
–

The European Parliament rejects the Commission proposal.

Amendment 24 #

Frances FITZGERALD

Proposal for a regulation
Recital 1

(1) The COVID-19 pandemic is severely affecting people, companies, health systems and the economies of Member States. The Commission, in its Communication to the European Parliament, the European Council, the Council, the European economic and social committee and the Committee of the regions of 27 May 2020 entitled ‘Europe's moment: Repair and Prepare for the Next Generation’13 stressed that liquidity and access to finance will be a continued challenge in the months to come. It is therefore crucial to support the recovery from the severe economic shock caused by the COVID-19 pandemic by introducing targeted amendments to existing pieces of financial legislation to ensure that European companies have access to a diverse range of funding mechanisms at this vital time. In order to avoid any extraterritorial conflicts, Article 23 of Regulation (EU) No 600/2014 should be amended to clarify the scope of the share trading obligation. In particular it should be clarified that the scope of Article 23 of Regulation (EU) No 600/2014 only applies to trades in shares with an ISIN code from an EEA country or to trades in shares denominated in a non-EU currency or if the share was admitted to trading on a third country trading venue before 31 December 2020 and traded in an EU currency. This package of measures is adopted under the label “Capital Markets Recovery Package”. _________________ 13 COM/2020/456 final of 27.5.2020.

Amendment 25 #

Stéphanie YON-COURTIN

Proposal for a regulation
Recital 1 a (new)

(1 a) Certainty on the application of the rules related to trading on derivatives markets are essential to improve financial intermediaries' confidence, and in turn increase the contribution of European companies to the recovery phase. To ensure legal certainty and the effective application of the principles enshrined in the conclusions of the G20 summit of Pittsburgh of the 24-25 September 2009, it may be necessary to bring more clarity to the current framework.

Amendment 26 #

Alfred SANT, Paul TANG, Eero HEINÄLUOMA

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis. The amendments should remain in line with the overarching objectives of Regulation (EU) 2017/1129 to ensure consumer and investor protection and the proper functioning of the internal market. _________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

Amendment 27 #

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while taking full account of how the crisis has affected the present situation and the future prospects of economic and financial entities specifically as a result of the health emergency. _________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

Amendment 28 #

Ondřej KOVAŘÍK

Proposal for a regulation
Recital 2

(2) Regulation (EU) 2017/1129 of the European Parliament and of the Council14 lays 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 in the Union. As part of the measures to help issuers to recover from the economic shock resulting from the COVID-19 pandemic, targeted amendments to the prospectus regime are necessary. Such amendments should enable issuers and financial intermediaries to reduce costs and free up resources for the recovery phase in the immediate aftermath of the crisis, while ensuring a high level of investor protection. _________________ 14Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

Amendment 29 #

Billy KELLEHER

Proposal for a regulation
Recital 2 a (new)

(2 a) It is crucial to support the recovery from the severe economic shock caused by the COVID-19 pandemic by ensuring European companies have access to a diverse range of funding mechanisms at this vital time. To avoid any extraterritorial conflicts that may cause barriers to accessing liquidity, it is necessary to clarify the scope of the share trading obligation under Article 23 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, especially in respect of dual- listed shares listed before 31 December 2020;

Amendment 30 #

Proposal for a regulation
Recital 3

(3) Credit institutions have been active in the recovery to support companies that needed financing and are expected to be a fundamental pillar of the recovery. Regulation (EU) 2017/1129 entitles credit institutions to an exemption from the obligation to publish a prospectus in case of an offer of certain non-equity securities issued in a continuous or repeated manner up to an aggregated amount of EUR 75 million in a 12 month-period. That exemption threshold should be increased for a limited period of time in order to foster fundraising for credit institutions and bring them a breathing space to support their clients in the real economy. As that measure is limited to the recovery phase, it should therefore be available for ~~a limit~~fixed time period ~~of 18 months~~, ending by latest on 31 December 2022.

Amendment 31 #

Proposal for a regulation
Recital 3

Amendment 32 #

Proposal for a regulation
Recital 4

(4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities. However, the EU Recovery prospectus should not be seen as the stimulant of re-equitizing, rather it is a facilitator albeit one that needs careful monitoring to ensure the investor's information needs are met. Moreover, the Regulation on the EU Recovery prospectus should not be a shortcut of changes of Prospectus Regulation as the revision will need to be done with proper, careful impact assessment.

Amendment 33 #

Alfred SANT, Paul TANG, Eero HEINÄLUOMA, Marc ANGEL

Proposal for a regulation
Recital 4

(4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that while also addressing the economic and financial issues specifically raised by the COVID-19 pandemic is easy to produce for issuers, easy to understand for investors, especially for retail investors, who want to finance them and easy to scrutinise and approve for competent authorities.

Amendment 34 #

Proposal for a regulation
Recital 4

(4) In order to swiftly address the severe economic impact of the COVID-19 pandemic, it is important to introduce measures to facilitate sustainable investments in the real economy, allow for a rapid recapitalisation of companies in the Union and enable issuers to tap into public markets at an early stage in the recovery process. In order to achieve those objectives, it is appropriate to create a new short-form prospectus (‘EU Recovery prospectus’) that is easy to produce for issuers, easy to understand for investors who want to finance them and easy to scrutinise and approve for competent authorities.

Amendment 35 #

Proposal for a regulation
Recital 4 a (new)

(4 a) As the Union is also increasingly faced with the catastrophic and unpredictable consequences of climate change, resource depletion and other sustainability-related challenges, urgent action is needed to mobilise capital to finance companies that follow good practices and respect the precautionary principle of ‘do no significant harm’ as well as minimum social safeguards, so that sustainability objectives are not significantly undermined due to their economic activities. In order to ensure that the new measures to help the recovery process also contribute towards achieving the goals of the European Green Deal and the Sustainable Finance Strategy and are in line with the Union climate and environmental objectives, it is important that the EU Recovery prospectus contains the essential information for investors on any risks of the issuer or the shares, that may negatively affect sustainability factors, as well as information on how the issuer integrates environmental, social and governance (ESG) factors in its business strategy.

Amendment 36 #

Proposal for a regulation
Recital 4 b (new)

(4 b) Information by companies on environmental, social and governance (ESG) matters have become increasingly relevant for investors in order to measure the sustainability impacts of their investments and integrate sustainability considerations in their investment decisions. Companies face increasing pressure in the market to respond to demands from both investors and credit institutions for more sustainability related information. Therefore, issuers should be required to disclose key information regarding how sustainability matters are integrated in their business strategy and their objectives in the context of the recovery and ecological transition, including whether they have adopted green transition plans.

Amendment 37 #

(5) Companies that have had shares admitted to trading on a regulated market or traded on an SME Growth market continuously for at least the last 18 months before the offer of shares or admission to trading, should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and the Council15 , Directive 2004/109/EC of the European Parliament and of the Council16 or Commission Delegated Regulation (EU) 2017/56517 . Hence, many of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances and should only focus on essential information that investors need to make informed investment decisions, while also addressing the question regarding how the COVID-19 pandemic has affected the business since the primary issuance was launched and the pandemic’s future anticipated impact on the business activities. _________________ 15Regulation (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). 16 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 amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38). 17Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Amendment 38 #

Proposal for a regulation
Recital 7

(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. The EU Recovery prospectus should safeguard the functionality of current Prospectus Regulation vis-à-vis retail investor protection needs while avoiding excessive administrative burden. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. It should be supervised that the planned summary will not worsen the investor protection nor give misleading impression of the role of the investor. This means higher diligence requirements for prospectus providers.

Amendment 39 #

Enikő GYŐRI, Isabel BENJUMEA BENJUMEA

Proposal for a regulation
Recital 7

(7) The EU Recovery prospectus should include a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be a self-contained part of the EU Recovery prospectus and should focus on key information that would enable investors to decide which offers and admissions to trading of securities to study further by reviewing the EU Recovery prospectus as a whole to take their decision. That key information in the summary should include information covering specifically the economic and financial impact of COVID-19 as well as the anticipated future impact.

Amendment 40 #

Proposal for a regulation
Recital 7 a (new)

(7 a) Since the EU Recovery prospectus would provide significantly less information than a simplified prospectus under the simplified disclosure regime for secondary issuances, it should not be possible for issuers to use it for highly dilutive issuances of shares with a significant impact on the issuer’s capital structure, prospects and financial situation. The use of the EU Recovery prospectus should therefore be limited to offers comprising no more than 50% of outstanding capital, expressed as the ratio between the number of shares offered and the total number of shares before the issuance.

Amendment 41 #

Othmar KARAS

Proposal for a regulation
Recital 10

(10) Regulation (EU) 2017/1129 requires financial intermediaries to inform investors of the possibility of a supplement and, under certain circumstances, to contact investors on the same day that a supplement is published. The scope of investors to contact as well as the deadline to contact them can raise difficulties. In order to provide relief and free up resources for financial intermediaries while maintaining a high level of investor protection, a more proportionate regime should be laid down. Such regime should specify which investors should be contacted by financial intermediaries when a supplement is published and extend the deadline to contact those investors. Financial intermediaries should inform their clients at least once of the possibility of a supplement being published, and where and when it would be published. Upon subscription of the securities within the initial subscription period financial intermediaries should inform their clients about their right to withdraw acceptances and facilitate proceeding when investors exert their right of withdrawal. In case a supplement is published financial intermediaries should contact their clients by electronic means. If an investor does not provide a channel of electronic communication to the intermediary, this investor waives the right to be contacted by the intermediary. In this case, the information about the supplement should be made available on the issuer’s website.

Amendment 42 #

Proposal for a regulation
Recital 10

Amendment 43 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

Proposal for a regulation
Recital 10

Amendment 44 #

Proposal for a regulation
Recital 10 a (new)

(10 a) Article 23 of Regulation (EU) 2017/1129 regulates the supplements to the prospectus and specifies when the right of withdrawal ends. Financial intermediaries should clearly inform their clients at least once of the possibility of a supplement being published, and where and when it would be published. When subscribing to securities within the initial subscription period, financial intermediaries should inform their clients of their right to withdraw acceptances and facilitate the procedure when investors exercise their right of withdrawal. If a supplement is published, financial intermediaries must contact their clients. The communication is made by electronic means only if requested by the client.

Amendment 45 #

Proposal for a regulation
Recital 11

Amendment 46 #

Proposal for a regulation
Recital 11

Amendment 47 #

Proposal for a regulation
Recital 12

(12) The Commission should, before 21 July 2022, present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. This review should incorporate in its assessment whether the disclosure regime for EU Recovery prospectuses is appropriate to meet the objectives pursued by this Regulation, in particular if it achieves the right balance between a reduction of administrative burdens and the protection of investors.

Amendment 48 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point k

Amendment 49 #

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

Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point k

Amendment 50 #

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

Regulation (EU) 2017/1129
Article 6 – paragraph 1

1. Without prejudice to Articles 14(2), 14a(2) and 18(1), a prospectus shall contain the necessary financial and non- financial information which is material to an investor for making an informed assessment of:;

Amendment 51 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

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

Regulation (EU) 2017/1129
Article 6 – paragraph 1 – point c a (new)

1 a. in the first subparagraph of Article 6, the following point is added: "(ca) any adverse impact by the issuer or the shares on climate and other environmental, social and governance risks, to the extent they are material."

Amendment 52 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point b

(2 a) in Article 7(3), the point b is replaced by the following: "(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, concise and comprehensible for investors. If written in a different language, the summary note shall be translated in the official language used in the State where the product is distributed and the translation shall faithfully and accurately reflect the content of the original document."

Amendment 53 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

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

Regulation (EU) 2017/1129
Article 7 – paragraph 4 – point c

(2 b) in Article 7(4), the point c is replaced by the following: "c) all direct and indirect costs and charges borne by the retail investor that are associated with an investment product;"

Amendment 54 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

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

Regulation (EU) 2017/1129
Article 7 – paragraph 5 – subparagraph 2– point a

(2 c) in Article 7(5), point a of the second subparagraph is replaced by the following: "(a) the summary should be a stand-alone document, clearly separated from marketing material, and shall be prepared in a common format;"

Amendment 55 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

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

Regulation (EU) 2017/1129
Article 7 – paragraph 5 –subparagraph 2 a (new)

(2 d) in Article 7(5), the following subparagraph is added: "An investor who demonstrates loss resulting from reliance on the summary under the circumstances referred to in point (e) of the second 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 56 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point b

(b) written in a language and a style that facilitate the understanding of the information, in particular, in a language that is clear, non-technical, concise and comprehensible for investors, especially non-professional investors.

Amendment 57 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point b a (new)

(b a) available in the official language or at least one of the official languages of the host Member State, or in another language accepted by the competent authority of the host Member State;

Amendment 58 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (i)

(i) an introduction, containing warnings and the date of approval of the prospectus as laid down in paragraph 5 of this Article;

Amendment 59 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (ii)

(ii) key information on the issuer, including a specific reference of no less than 400 words to the economic and financial impact of the COVID-19 pandemic;

Amendment 60 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (ii)

(ii) key information on the issuer as laid down in paragraph 6 of this Article;

Amendment 61 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (iii)

(iii) key information on the s~~ecurities;~~ hares, including their type, class, the rights attached to them and any limitations thereon, as well as the long-term past performance of the market price of the shares and dividend yields, if any;

Amendment 62 #

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

Regulation (EU) 2017/1129
Article 7 – paragraph 12a – point c – subparagraph (iv)

(iv) key information on the offer of securities to the public or the admission to trading on a regulated market or both, including key information on the past dividend policy.;

Amendment 63 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 1

1. The following issuers may choose to draw up an EU Recovery prospectus under the simplified regime set out in this Article in case of an offer of ~~shar~~equity securities to the public or an admission to trading of shares on a regulated market:

Amendment 64 #

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

Regulation (UE) 2017/1129
Article 14a – paragraph 1– point a

(a) issuers whose shares have been admitted to trading on a regulated market continuously for at least the last 18 months and who issue ~~shar~~equity securities fungible with existing shares which have been previously issued;

Amendment 65 #

Jonás FERNÁNDEZ

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

Regulation (EU) 2017/1129
Article 14a – paragraph 1 – point b

(b) issuers whose shares have been already traded on an SME Growth market continuously for at least the last 18 months, provided that a prospectus has been published for the offer of those shares, and who issue shares fungible with existing shares which have been previously issued. Issuers may only draw up an EU Recovery prospectus provided that the number of shares intended to be offered represents, together with the number of shares already offered via an EU Recovery prospectus over a period of 12 months, less than 100% of the number of shares already admitted to trading on a regulated market or an SME Growth market, as the case may be, on the date of approval of the EU Recovery prospectus; the period of 12 months shall begin on the date of approval of the EU Recovery prospectus.

Amendment 66 #

Enikő GYŐRI, Isabel BENJUMEA BENJUMEA

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

Regulation (UE) 2017/1129
Article 14a – paragraph 1 – point b

(b) issuers whose shares have been already traded on an SME Growth market continuously for at least the last 18 months, provided that a prospectus has been published for the offer of those ~~shar~~equity securities, and who issue ~~shar~~equity securities fungible with existing ~~shar~~equity securities which have been previously issued.

Amendment 67 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 1 – point b a (new)

(b a) Issuers may only draw up an EU Recovery prospectus provided that the number of shares intended to be offered represents, together with the number of shares already offered via an EU Recovery prospectus over a period of 12 months, less than 50% of the number of shares already admitted to trading on a regulated market or an SME Growth market, as the case may be, on the date of approval of the EU Recovery prospectus; the period of 12 months shall begin on the date of approval of the EU Recovery prospectus.

Amendment 68 #

Ondřej KOVAŘÍK

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

Regulation (EU) 2017/1129
Article 14a – paragraph 1 – point b a (new)

(b a) offerors of shares admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.

Amendment 69 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (a)

(a) the prospects of the issuer and the significant changes in the financial position of the issuer that have occurred since the end of the last financial year, if any; there shall be included a specific reference of not less than 400 words to the economic and financial impact of COVID-19 on the issuer and a statement regarding the anticipated future impact of same;

Amendment 70 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparagraph 1 – point (a)

(a) the prospects and performance of the issuer and the significant changes in the financial position of the issuer that have occurred since the end of the last financial year, if any, as well as its long term business strategy and objectives, both financial and non-financial, in the context of the recovery and ecological transition;

Amendment 71 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (b)

(b) the essential information on the shares, the rights attached to them, including any limitations of those rights, and procedure for the exercise of those rights, the reasons for the issuance and its impact on the overall capital structure of the issuer, the disclosure of capitalisation and indebtedness, a working capital statement and the use of proceeds.;

Amendment 72 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point (b)

(b) the essential information on the ~~shar~~equity securities, the reasons for the issuance and its impact on the overall capital structure of the issuer, and the use of proceeds.

Amendment 73 #

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

Regulation (EU) 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point b a (new)

(b a) a concise summary of the key information disclosed under the Transparency Directive, Non-Financial Reporting Directive and the Market Abuse Regulation and the references to those.

Amendment 74 #

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

Regulation 2017/1129
Article 14a – paragraph 2 – subparapgraph 1 – point b a (new)

(b a) the strategy of the issuer in relation to the Covid-19 crisis;

Amendment 75 #

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

Regulation 2017/1129
Article 14a – paragraph 2 – subparagraph 2

The information contained in the EU Recovery prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially non-professional investors, to make an informed investment decision. The competent authority shall also take into account whether the issuer has disclosed the regulated information to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565.

Amendment 76 #

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

Regulation (EU) 2017/1129
Article 20 – paragraph 6a

6a. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and in paragraph 4 shall be reduced to five working days for an EU Recovery prospectus drawn up in accordance with Article 14a. The issuer shall inform the competent authority at least five working days before the date envisaged for the submission of an application for approval. The time limit set out in the first subparagraph can be extended by five additional working days where the competent authority notifies to the issuer and ESMA that more time is required;

Amendment 77 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

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

Regulation (EU) 2017/1129
Article 21 – paragraph 5a

5a. An EU Recovery prospectus drawn up in accordance with Article 14a shall be published in searchable electronic format in accordance with this Article, where applicable, and classified in the storage mechanism referred to in paragraph 6 of this Article. The data used for the classification of prospectuses drawn up in accordance with Article 14 may be used for the classification of EU Recovery prospectuses drawn up in accordance with Article 14a, provided that the two types of prospectuses are differentiated in that storage mechanism.;

Amendment 78 #

Fabio Massimo CASTALDO

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 three working days after the publication of the supplement,~~ to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. The right to withdraw is exercisable within three working days after the publication of the supplement. 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 79 #

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 three working days after the publication of the supplement,~~ to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. The right to withdraw is exercisable within three working days after the publication of the supplement. 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 80 #

Othmar KARAS

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 three working days after the publication of the supplement,~~ to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. The right to withdraw is exercisable within three working days after the publication of the supplement. 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 81 #

Antonio TAJANI, Herbert DORFMANN, Fulvio MARTUSCIELLO

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

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 three working days after the publication of the supplement,~~ to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in paragraph 1 arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. The right to withdraw is exercisable within three working days after the publication of the supplement. 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 82 #

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

Regulation (EU) 2017/1129
Article 23 – paragraph 2 – subparagraph 1

Amendment 83 #

Marco ZANNI, Francesca DONATO, Valentino GRANT, Antonio Maria RINALDI

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3

3. Where investors purchase or subscribe securities through a financial intermediary, between the time when the prospectus for those securities is approved and the closing of the initial offer period ~~or the time when trading on a regulated market begins,~~ whichever occurs later, that financial intermediary shall inform those investors of the possibility of a supplement being published, where and when it would be published and that the financial intermediary would assist them in exercising their right to withdraw acceptances in such case.

Amendment 84 #

Alfred SANT, Jonás FERNÁNDEZ, Paul TANG, Eero HEINÄLUOMA, Marc ANGEL

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2

Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within one working day after the publication of the supplement. To avoid situations where an investor would not qualify to receive information from the financial intermediary, the information on the supplement shall be made available on the issuer’s website.;

Amendment 85 #

Othmar KARAS

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2

Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within ~~one working day after the publicati~~the business day following the one ofn which the supplement has been published.;

Amendment 86 #

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2

Where the investors referred to in the first subparagraph of this paragraph have the right of withdrawal referred to in paragraph 2, the financial intermediary shall contact those investors within ~~one working day after the publicati~~the business day following the one ofn which the supplement has been published.;

Amendment 87 #

Antonio TAJANI, Herbert DORFMANN, Fulvio MARTUSCIELLO

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2

Amendment 88 #

Fabio Massimo CASTALDO

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point b

Regulation (EU) 2017/1129
Article 23 – paragraph 3 – subparagraph 2

Amendment 89 #

Danuta Maria HÜBNER

Proposal for a regulation
Recital 7 a (new)

Recital 7 a (new)

(7 a) Since the EU Recovery prospectus would provide significantly less information than a simplified prospectus under the simplified disclosure regime for secondary issuances, it should not be possible for issuers to use it for highly dilutive issuances of shares with a significant impact on the issuer’s capital structure, prospects and financial situation. The use of the EU Recovery prospectus should therefore be limited to offers comprising no more than 90% of outstanding capital, expressed as the ratio between the number of shares offered and the total number of shares before the issuance.

Amendment 90 #

Alfred SANT, Jonás FERNÁNDEZ, Paul TANG, Eero HEINÄLUOMA, Marc ANGEL

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47a – paragraph 1

The regimes set out in Article 14a and Article 23 (2) and (3) expires on [18 months from the date of application of this Regulation].

Amendment 91 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47a – paragraph 1

The regime set out in Article 14a expires on ~~[18 months from the date of application of this Regulation]~~31 December 2022.

Amendment 92 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 1129/2017
Article 47a – paragraph 1

The regime set out in Article 14a expires on ~~[18 months from the date of application of this Regulation]~~31 December 2022.

Amendment 93 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 1129/2017
Article 47a – paragraph 2

Amendment 94 #

Proposal for a regulation
Article 1 – paragraph 1 – point 8

Regulation (EU) 2017/1129
Article 47a – paragraph 2

Amendment 95 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

(b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it. The analysis shall focus on the way by which references to the present and future financial and economic impact of the COVID-19 pandemic in EU Recovery prospectuses proved to be relevant and useful to investors;

Amendment 96 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 2017/1129
Article 48 – paragraph 2 – point b

(b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it; to gather experience about the EU Recovery Prospectus for post-evaluation and the basis of analysing the possible needs to develop the Prospectus Regulation.

Amendment 97 #

Alfred SANT, Jonás FERNÁNDEZ, Eero HEINÄLUOMA, Marc ANGEL

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (EU) 1129/2017
Article 48 – paragraph 2 – point c

(c) the number of standard prospectuses, EU Growth prospectuses and EU Recovery prospectuses approved and an analysis of the evolution of such number and, where appropriate, offer prices of securities offered to the public in relation to all types of prospectuses;

Amendment 98 #

Proposal for a regulation
Article 1 – paragraph 1 – point 9

Regulation (UE) 1129/2017
Article 48 – paragraph 2 – point c

(c) the number of EU Recovery prospectuses approved and an analysis of the evolution of such number as well as an estimate of the actual additional market capitalisation mobilised by such prospectuses at the point of issue;

Amendment 99 #