Changes from report parliamentary committee draft to plenary report

Added(15) in Article 16, paragraph 1 is replaced by the following:

Added‘1. The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and to the securities and which are material for taking an informed investment decision, as corroborated by the content of the prospectus.

AddedA prospectus shall not contain risk factors that are generic, that only serve as disclaimers, or that do not give a sufficiently clear picture of the specific risk factors that investors are to be aware of.

AddedWhen drawing up the prospectus, issuers, offerors or persons asking for admission to trading on a regulated market shall assess the materiality of the risk factors based on the probability of their occurrence and the expected magnitude of their negative impact.

AddedThe issuer, the offeror or the person asking for admission to trading on a regulated market shall adequately describe each risk factor, and explain how that risk factor affects the issuer, or affects the securities being offered or to be admitted to trading. Issuers, offerors or persons asking for admission to trading on a regulated market may also disclose the assessment of the materiality of the risk factors referred to in the third subparagraph by using a qualitative scale of low, medium or high, at their choice.

AddedThe risk factors shall be presented in a limited number of categories depending on their nature. In each category, the most material risk factors shall be mentioned first according to the assessment provided for in the third subparagraph.’;

Added(16) Article 17 is amended as follows:

Added(a) in paragraph 1, point (a) is replaced by the following:

Added‘(a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than two business days after the final offer price or amount of securities to be offered to the public has been filed; or’;

Added▌

Added(17) Article 19 is amended as follows:

Added(a) paragraph 1, first subparagraph, is amended as follows:

Added(i) the introductory wording is replaced by the following:

Added‘Information that is to be included in a prospectus pursuant to this Regulation and the delegated acts adopted on the basis of it, may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:’;

Added(ii) point (b) is replaced by the following:

Added‘(b) the documents referred to in Article 1(4), first subparagraph, points (db) and (f) to (i), and in Article 1(5), first subparagraph, points (ba) and (e) to (h);’;

Added(iii) point (f) is replaced by the following:

Added‘(f) management reports as referred to in Chapters 5 and 6 of Directive 2013/34/EU including, where applicable, the sustainability reporting;’;

Added(b) the following paragraphs 1a is inserted:

Added‘1a. Information that is not to be included in a prospectus may still be incorporated by reference in that prospectus on a voluntary basis, where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the documents referred to in paragraph 1, first subparagraph. ’;

Added▌

Added(ba) the following paragraph is added

Added‘4a. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the inclusion of the information referred in paragraph 1 in the prospectuses for admission to trading on a regulated market in cases where securities of the same class are simultaneously offered for subscription and privately placed.’;

Added(18) Article 20 is amended as follows:

Added(a) paragraph 6a is deleted;

Added(b) the following paragraph ▌ is inserted:

Added‘6b. By way of derogation from paragraphs 2 and 4, the time limits set out in paragraph 2, first subparagraph, and paragraph 4 shall be reduced to 8 business days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least 5 business days before the date envisaged for the submission of an application for approval.’;

Added(c) paragraph 11 is replaced by the following:

Added‘11. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the criteria for the scrutiny of prospectuses, in particular the completeness, comprehensibility and consistency of the information contained therein, and the procedures for the approval of the prospectus, and all of the following:

Added(a) the circumstances under which a competent authority is allowed to use additional criteria for the scrutiny of the prospectus, where deemed necessary for investor protection, and the type of additional information that may be required to be disclosed in such circumstances;

Added(b) the consequences for a competent authority that fails to take a decision on the prospectus as referred to in paragraph 2, second subparagraph;

Added(c) the maximum timeframe for a competent authority to finalise the scrutiny of the prospectus and to reach a decision on whether that prospectus is approved, or whether the approval is refused and the review process terminated.

AddedCompetent authorities shall not demand additional documentation over and above that which is required under Articles 6, 14b, and 15a for drawing up a prospectus, an EU Follow-on prospectus or an EU Growth prospectus, respectively, nor above that which is required by the circumstances referred to in point (a) of the first subparagraph of this paragraph.

AddedThe maximum timeframe referred to in point (c) shall include any competent authority’s requests to issuers to change the prospectus or provide supplementary information, as referred to in paragraph 4.’;

Added(d) paragraph 13 is replaced by the following:

Added‘13. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall organise and conduct, at least once every two years, one peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. The peer review shall also assess the impact of different approaches with regard to scrutiny and approval by competent authorities on issuers’ ability to raise capital in the Union. The report on the peer review shall be published by ... [two years from the date of entry into force of this amending Regulation] and every two years thereafter. In the context of the peer review, ESMA shall take into account the advice from the Securities and Markets Stakeholder Group referred to in Article 37 of Regulation (EU) No 1095/2010.’;

Added(19) Article 21 is amended as follows:

Added(a) in paragraph 1, the second subparagraph is replaced by the following:

Added‘In the case of an initial offer to the public of a class of shares that is admitted to trading on a regulated market for the first time, the prospectus shall be made available to the public at least three business days before the end of the offer.’;

Added(b) paragraph 5a is deleted;

Added(c) the following paragraphs 5b and 5c are inserted:

Added‘5b. An EU Follow-on prospectus shall be separately classified in the storage mechanism referred to in paragraph 6.

Added5c. An EU Growth prospectus shall be classified in the storage mechanism referred to in paragraph 6 in a way that it is differentiated from the other types of prospectuses.’;

Added(d) paragraph 11 is replaced by the following:

Added‘11. A copy of the prospectus shall be delivered in electronic format to any potential investor, upon request and free of charge, by the issuer, the offeror, the person asking for admission to trading on a regulated market or the financial intermediaries placing or selling the securities.’;

Added(20) Article 23 is amended as follows:

Added(a) paragraph 2 is replaced by the following:

Added‘2. Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two business 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.

AddedThe supplement shall contain a prominent statement concerning the right of withdrawal, which clearly states all of the following:

Added(a) a right of withdrawal is only granted to those investors who had already agreed to purchase or subscribe for the securities before the supplement was published and where the securities had not yet been delivered to the investors at the time when the significant new factor, material mistake or material inaccuracy arose or was noted;

Added(b) the period in which investors can exercise their right of withdrawal;

Added(c) whom investors may contact if they wish to exercise the right of withdrawal.’;

Added(b) paragraph 2a is deleted;

Added(c) paragraph 3 is replaced by the following:

Added‘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, that financial intermediary shall:

Added(a) inform those investors of the possibility of a supplement being published, where and when it would be published, including on its website, and that the financial intermediary would assist them in exercising their right to withdraw acceptances in such a case;

Added(b) inform those investors in which case the financial intermediary would contact them by electronic means pursuant to the second subparagraph to notify that a supplement has been published and subject to their agreement to be contacted by electronic means;

Added(c) offer those investors that agree to be contacted only by means other than electronic ones an opt-in for electronic contact solely for the purpose of receiving the notification of the publication of a supplement;

Added(d) warn those investors that do not agree to be contacted by electronic means and refuse the opt-in for electronic contact as referred to in point (c) to monitor the issuer’s or the financial intermediary’s website until the closing of the offer period or the delivery of the securities, whichever occurs first, to check whether a supplement is published.

AddedWhere 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 by electronic means by the end of the first business day following that on which the supplement is published.