Changes from report parliamentary committee draft to plenary report

Added‘(a) an analysis of the extent to which the disclosure regimes set out in Articles 14b, 15a, the universal registration document referred to in Article 9 are used throughout the Union;’;

Added(c) the following paragraph ▌is added:

Added‘3. In addition to the requirements set out in paragraphs 1 and 2, ESMA shall include in the report referred to in paragraph 1 the following information:

Added(a) an analysis of the extent to which the exemptions referred to in Article 1(4), first subparagraph, point (db), and in Article 1(5), first subparagraph, point (ba), are used throughout the Union, including statistics on the documents referred to in those Articles that have been filed with competent authorities;

Added(b) statistics on the universal registration documents referred to in Article 9 that have been filed with competent authorities.’;

Added(28) Article 47a is deleted;

Added(29) in Article 48, paragraphs 1 and 2 are replaced by the following:

Added‘1. By 31 December…[three years from date of the entry into force of this amending Regulation] the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied, where appropriate, by a legislative proposal.

Added2. The report shall contain an assessment of, inter alia, whether the prospectus summary, the disclosure regimes set out in Articles 14b, 15a and the universal registration document referred to in Article 9 remain appropriate in light of their pursued objectives. The report shall contain all of the following:

Added(a) the number of EU Growth issuance documents of persons in each of the categories referred to in Article 15a(1), points (a) to (d), and an analysis of the evolution of each such number and of the trends in the choice of trading venues by the persons entitled to use the EU Growth issuance documents;

Added(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;

Added(c) the number of EU Follow-on prospectuses approved and an analysis of the evolution of such number;

Added(d) an analysis of whether the EU Follow-on prospectus strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it;

Added(e) the cost of preparing and having an EU Follow-on prospectus and an EU Growth prospectus approved compared to the current costs for the preparation and approval of a standard prospectus, together with an indication of the overall financial savings achieved and of which costs could be further reduced for both the EU Follow-on prospectus and the EU Growth issuance document;

Added(f) an analysis of whether the document set out in Annex IX strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it.

Added2a. The Commission shall, by 31 December 2025, present a report to the European Parliament and to the Council analysing the issue of liability for the information given in a prospectus, assessing whether further harmonisation of the prospectus liability in the Union could be warranted and, if relevant, propose amendments to the liability provisions set out in Article 11 of this Regulation.’;

Added(30) the following article is added:

Added‘Article 50 Transitional provisions

Added1. Article 14 of Regulation (EU) 2017/1129 as applicable on … [date of entry into force of this amending Regulation minus one day] shall continue to apply to prospectuses drawn up in accordance with that Article 14 and approved before that date until the end of their validity.

Added2. Article 15 of Regulation (EU) 2017/1129 as applicable on … [date of entry into force of this amending Regulation minus one day] shall continue to apply to EU Growth prospectuses approved before that date until the end of their validity.’;

Added(31) Annexes I to V are replaced by the text in Annex I to this Regulation;

Added(32) Annex Va is deleted;

Added(33) the text set out in Annex II to this Regulation is added as Annexes VII to IX.’.

AddedRegulation (EU) No 596/2014 is amended as follows:

Added(-1) in Article 3, the following point is added:

Added‘(35a) ‘systematic internaliser’ means a systematic internaliser as defined in Article 4(1), point (20), of Directive 2014/65/EU.’;

Added(1) Article 5 is amended as follows:

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

Added‘(b) trades are reported as being part of the buy-back programme to the competent authority of the trading venue in accordance with paragraph 3 and subsequently disclosed to the public in an aggregated form;’;

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

Added‘3. In order to benefit from the exemption laid down in paragraph 1, the issuer shall report all transactions relating to the buy-back programme to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014. The receiving competent authority shall, upon request, forward the information to the competent authorities of the trading venue on which the shares have been admitted to trading and are traded.’;

Added(2) in Article 7(1), point (d) is replaced by the following:

Added‘(d) information conveyed by a client or by other persons acting on the client’s behalf or information known by virtue of management of a proprietary account or of a managed fund and relating to pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments, the price of related spot commodity contracts, or on the price of related derivative financial instruments.’;

Added(3) Article 11 is amended as follows:

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

Added‘A market sounding comprises the communication of information prior to the announcement of a transaction, if any, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it such as its potential size or pricing, to one or more potential investors by:’;

Added(b) paragraph 4 is replaced by the following:

Added‘4. A market participant shall comply with all of the following conditions:

Added(a) having obtained the consent of the person receiving the market sounding to receive inside information;

Added(b) having informed the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for his own account or for the account of a third party, directly or indirectly, financial instruments relating to that information;

Added(c) having informed the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a financial instrument to which the information relates;

Added(d) having informed the person receiving the market sounding that by agreeing to receive the information he is obliged to keep the information confidential;

Added(e) having made and maintained a record of all information given to the person receiving the market sounding, including the information given in accordance with points (a) to (d), and the identity of the potential investors to whom the information has been disclosed, including but not limited to the legal and natural persons acting on behalf of the potential investor, and the date and time of each disclosure;

Added(f) having provided that record to the competent authority upon request.

AddedIn case of compliance with all those conditions, the market participant shall be deemed to have disclosed inside information made in the course of a market sounding in the normal exercise of a person’s employment, profession or duties for the purposes of Article 10(1).’;

Added(c) paragraph 5 is deleted;

Added(d) paragraphs 6 and 7 are replaced by the following:

Added6. Where information that has been disclosed in the course of a market sounding pursuant to paragraph 4 ceases to be inside information according to the assessment of the disclosing market participant, the disclosing market participant shall inform the recipient accordingly, as soon as possible. This obligation shall not apply in cases where the information has been announced publicly otherwise.

AddedThe disclosing market participant shall maintain a record of the information given in accordance with this paragraph and shall provide it to the competent authority upon request.

Added7. Notwithstanding this Article, the person receiving the market sounding shall assess for him- or herself whether he or she possesses inside information.’;

Added(4) in Article 13(12), point (d) is replaced by the following:

Added‘(d) the market operator or the investment firm operating the SME growth market acknowledges in writing to the issuer that it has received a copy of the liquidity contract.’;

Added(5) Article 17 is amended as follows:

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

Added‘An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3). Without prejudice to paragraph 11 of this Article, in a protracted process, only the final event shall be required to be disclosed as soon as possible after it has occurred .’;

Added(b) the following paragraph is inserted:

Added▌

Added1b. An issuer shall ensure the confidentiality of the information which meets the criteria of inside information set out in Article 7 until that information is disclosed pursuant to paragraph 1. Where the confidentiality of that inside information is no longer ensured, the issuer shall disclose that inside information to the public as soon as possible.’;

Added▌

Added(d) in paragraph 5, the introductory wording is replaced by the following: