Changes from report parliamentary committee draft to plenary report

RemovedArticle 1 – paragraph 1 – point 17 – point a – point i, Article 19 – paragraph 1 – subparagraph 1 – introductory part: deleted / (deleted)

Added▌

RemovedRegulation (EU) 2017/1129

Added(ba) securities fungible either with securities that have been admitted to trading on a regulated market continuously for at least the last 18 months before the admission to trading of the new securities, ▌ provided that all of the following conditions are met:

RemovedArticle 1 – paragraph 1 – point 17 – point b, Article 19 – paragraph 1b: deleted

Added(i) the securities to be admitted to trading on a regulated market are not issued in connection with a takeover by means of an exchange offer, a merger or a division;

RemovedThe system proposed risks to greatly undermine the legal significance of the initial authorisation.

Added(ii) the issuer of the securities is not under an insolvency or restructuring procedure;

RemovedRegulation (EU) 2017/1129

Added(iii) a document containing the information set out in Annex IX is filed with the competent authority of the home Member State and made available to the public in accordance with the arrangements set out in Article 21(2).’;

RemovedArticle 1 – paragraph 1 – point 18 – point b, Article 20 – paragraph 6b: 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 seven business days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least five business days before the date envisaged for the submission of an application for approval.;

Added(3) in point (i), the introductory wording is replaced by the following:

RemovedRegulation (EU) 2017/1129

Added‘(i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 150 000 000 per credit institution calculated over a period of 12 months, provided that those securities:’;

RemovedArticle 1 – paragraph 1 – point 18 – point c, Article 20 – paragraph 11 – subparagraph 1 a (new): National competent authorities may not demand additional documentation over and above what is required in Articles 6, 14b, and 15a for drawing up a prospectus, an EU Follow-on prospectus, and an EU Growth issuance document, respectively, nor what is required by the circumstances referred in point (a).

Added(4) points (j) and (k) are deleted;

RemovedThe main goal of the Commission proposal is to have a harmonised approach to the specific documentation that is required by the Prospectus Regulation.

Added(ii) in the second subparagraph the introductory wording is replaced by the following:

RemovedRegulation (EU) 2017/1129

Added‘The requirement that the resulting shares represent, over a period of 12 months, less than 30 % of the number of shares of the same class already admitted to trading on the same regulated market as referred to in the first subparagraph, point (b), shall not apply in any of the following cases:’;

RemovedArticle 1 – paragraph 1 – point 18 – point d, Article 20 – paragraph 13: 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 after the date of entry into force of this 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(iii) the following subparagraph is added:

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Added‘The document referred to in point (ba)(iii) shall have a maximum length of 10 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State.

RemovedArticle 1 – paragraph 1 – point 19 – point a, Article 21 – paragraph 1 – subparagraph 2: 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▌’;

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Added(d) paragraph 6 is replaced by the following:

RemovedArticle 1 – paragraph 1 – point 20 – point a, Article 23 – paragraph 2 – subparagraph 1: 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.

Added‘6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, those exemptions may not be combined with the exemption set out in Article 3(2). Moreover, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 30 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.’;

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Added(da) the following paragraph is added:

RemovedArticle 1 – paragraph 1 – point 20 – point c, 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 by electronic means by the end of the first business day following that on which the supplement is published.

Added‘7a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft regulatory technical standards to specify how the cumulated amount of offers made during the preceding 12 months is to be computed when verifying whether the monetary thresholds set out in paragraph 4, point (j), and paragraph 5, point (i), are reached.

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AddedOffers of securities to the public that were subject to an exemption from the obligation to publish a prospectus pursuant to paragraph 4, first subparagraph, of this Article, and pursuant to Article 3(2), shall not be taken into consideration in such computation.

RemovedArticle 1 – paragraph 1 – point 20 – point f, Article 23 – paragraph 8: 8. ESMA shall by ... [18 months after the date of entry into force of this Regulation] develop guidelines to specify the circumstances in which a supplement is to be considered to introduce a new type of security that is not already described in a base prospectus.;

AddedESMA shall submit those draft regulatory technical standards to the Commission by ... [12 months from the date of entry into force of this amending Regulation].

RemovedRegulation (EU) 2017/1129

AddedPower is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council*.

RemovedArticle 1 – paragraph 1 – point 22, Article 29 – paragraph 1 – introductory part: 1. A third country issuer may seek admission to trading of securities on a regulated market established in the Union after prior publication of a prospectus drawn up and approved in accordance with, and which is subject to, the national laws of a third country, provided that all of the following conditions are met:

Added__________________

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Added* Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).’;

RemovedArticle 1 – paragraph 1 – point 22, Article 29 – paragraph 1 – point f: (f) ESMA has concluded cooperation arrangements with the relevant supervisory authorities of the third country under whose laws the prospectus has been drawn up and approved, in accordance with Article 30.

Added(2) Article 2 is amended as follows:

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Added(a) point (z) is deleted;

RemovedArticle 1 – paragraph 1 – point 22, Article 29 – paragraph 2: 2. A third country issuer may also offer securities to the public in the Union after prior publication of a prospectus drawn up and approved in accordance with, and which is subject to, the national laws of a third country, provided that all the conditions referred to in points (a) to (f) of paragraph 1 are met.

Added(b) the following points are added:

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Added‘(za) ‘electronic format’ means an electronic format as defined in Article 4(1), point (62a) of Directive 2014/65/EU;’.

RemovedArticle 1 – paragraph 1 – point 23 – point a, Article 30 – paragraph 1: For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, ESMA shall establish cooperation arrangements with the supervisory authorities of third countries concerning the exchange of information between ESMA and the supervisory authorities of third countries concerned and the enforcement of obligations arising under this Regulation in third countries unless that third country, in accordance with a delegated act referred to in Article 9(2) of Directive (EU) 2015/849 of the European Parliament and of the Council*4, is on the list of jurisdictions which have strategic deficiencies in their national anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the Union or unless that third country is listed in Annex I or II to the EU list on non-cooperative jurisdictions for tax purposes. Those cooperation arrangements shall ensure an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

Added(zb) ‘business days’ means business days of the relevant competent authority, excluding Sundays and public holidays, as defined in the national law applicable to that competent authority;

RemovedESMA should not establish cooperation arrangements with countries listed in Annex I or Annex II of the EU list on non-cooperative jurisdictions for tax purposes.

Added(zc) ‘restructuring’ means restructuring as defined in Article 2(1), point (1), of Directive (EU) 2019/1023 of the European Parliament and of the Council*;

RemovedRegulation (EU) 2017/1129

Added(zd) ‘insolvency proceedings’ means insolvency proceedings as defined in Article 2, point (4), of Regulation (EU) 2015/848 of the European Parliament and of the Council**;

RemovedArticle 1 – paragraph 1 – point 29, Article 48 – paragraph 1: 1. By 31 December…[three years from date of the entry into force of this 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.

Added__________________