Changes from report parliamentary committee draft to plenary report

RemovedRegulation (EU) No 596/2014

Added* Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132. (OJ L 172, 26.6.2019, p. 18).

RemovedArticle 2 – paragraph 1 – point -1 (new), Article 3 – paragraph 1 – point 35 a: (-1) The following point is added: / 35a. ‘systematic internaliser’ means a systematic internaliser as defined in point Article 4(1), point (20), of Directive 2014/65/EU;

Added** Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (OJ L 141, 5.6.2015, p. 19).’;

RemovedThe monitoring of order book data is crucial for the supervision of markets by competent authorities. To enhance this monitoring and obtain a complete picture, competent authorities should be able to access data from trading venues and systematic internalisers.

Added(3) in Article 3, paragraphs 1 and 2 are replaced by the following:

RemovedRegulation (EU) No 596/2014

Added‘1. Without prejudice to Article 1(4) and paragraph 2 of this Article, securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.

RemovedArticle 2 – paragraph 1 – point 5 – point a, Article 17 – paragraph 1 – subparagraph 1: 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). In a protracted process, only the final event shall be disclosed as soon as possible after it has occurred.’;

Added2. Without prejudice to Article 4,▌ offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that:

RemovedRegulation (EU) No 596/2014

Added(a) such offers are not subject to notification in accordance with Article 25;

RemovedArticle 2 – paragraph 1 – point 5 – point b, Article 17 – paragraph 1b: 1b. 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.;

Added(b) the total aggregated consideration in the Union for the securities offered is less than EUR 12 000 000 per issuer or offeror calculated over a period of 12 months.

RemovedRegulation (EU) No 596/2014

AddedBy way of derogation from point (b) of the first subparagraph of this paragraph, Member States may exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that the total aggregated consideration in the Union for the securities offered is less than EUR 5 000 000 per issuer or offeror calculated over a period of 12 months.

RemovedArticle 2 – paragraph 1 – point 5 – point c, Article 17 – paragraph 4: deleted / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted) / (deleted)

AddedMember States shall notify the Commission and ESMA where they decide to apply the exemption threshold of EUR 5 000 000 laid down in the second subparagraph. Member States shall also notify the Commission and ESMA where they subsequently decide to adopt instead the exemption threshold of EUR 12 000 000 referred to in the first subparagraph, point (b).

RemovedRegulation (EU) No 596/2014

AddedThe total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (b), and in the second subparagraph, shall take into account the total aggregated consideration of all oingoing offers and offers of securities made to the public during the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public for which a prospectus was published or that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph.

RemovedArticle 2 – paragraph 1 – point 5 – point c a (new), Article 17 – paragraph 4 a (new): (ca) the following paragraph is inserted: / 4a. ESMA shall develop draft regulatory technical standards to establish a non-exhaustive list of situations in which delay of disclosure of inside information is likely to mislead the public, as referred to in paragraph 4, point (b). / ESMA shall submit those draft regulatory technical standards to the Commission by ...[12 months from date of the entry into force of this Regulation]. / Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

AddedWhere an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to the first or second subparagraph, a Member State may require the issuer to disclose a summary containing the information set out in Article 7(3) to (12) and to make it available to the public in accordance with the arrangements set out in Article 21(2).’;

RemovedRegulation (EU) No 596/2014

Added(4) in Article 4, paragraph 1 is replaced by the following:

RemovedArticle 2 – paragraph 1 – point 5 – point e, Article 17 – paragraph 7 – subparagraph 2: This paragraph includes situations where a rumour explicitly relates to inside information the disclosure of which has been delayed in accordance with paragraph 4 or 5, where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.;

Added‘1. Where an offer of securities to the public or an admission of securities to trading on a regulated market is exempted from the obligation to publish a prospectus in accordance with Article 1(4) or (5) or Article 3(2), an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation.’;

RemovedRegulation (EU) No 596/2014

Added(5) in Article 5(1), the first subparagraph is replaced by the following:

RemovedArticle 2 – paragraph 1 – point 6 – point a, Article 18 – paragraph 1 – introductory part: 1. Issuers, and any person acting on their behalf or on their account, shall:

Added‘Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to the public listed in Article 1(4), points (a) to (db), shall be considered as a separate offer and the definition set out in Article 2, point (d), shall apply for the purpose of determining whether that resale is an offer of securities to the public. The placement of securities through financial intermediaries shall be subject to publication of a prospectus unless one of the exemptions listed in Article 1(4), points (a) to (db) applies in relation to the final placement.’;

RemovedRegulation (EU) No 596/2014

Added(6) Article 6 is amended as follows:

RemovedArticle 2 – paragraph 1 – point 6 – point a, Article 18 – paragraph 1 – point a: (a) draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list);

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

RemovedRegulation (EU) No 596/2014

Added‘Without prejudice to Article 14b(2), Article 15a(2) and Article 18(1), a prospectus shall contain the necessary information which is material to an investor for making an informed assessment of:’;

RemovedArticle 2 – paragraph 1 – point 6 – point a, Article 18 – paragraph 1 – point c: (c) provide the insider list to the competent authority as soon as possible upon its request.;

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

RemovedRegulation (EU) No 596/2014

Added‘2. The prospectus shall be a document of a standardised format and the information disclosed in a prospectus shall be presented in a standardised sequence, in accordance with delegated acts referred to in Article 13(1). The information in a prospectus shall be written and presented in an easily analysable, concise and comprehensible form, taking into account the factors set out in paragraph 1, second subparagraph, of this Article.’;

RemovedArticle 2 – paragraph 1 – point 6 – point b, Article 18 – paragraphs 1a and 1b: deleted / (deleted) / (deleted)

Added(c) the following paragraphs▌ are added:

RemovedRegulation (EU) No 596/2014

Added‘4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be of maximum length of 300 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.

RemovedArticle 2 – paragraph 1 – point 6 – point c, Article 18 – paragraph 2 – subparagraph 1: deleted / (deleted)

Added5. By way of derogation from paragraphs 2 and 4, where securities of the same class are to be admitted to trading on a regulated market in the Union and are simultaneously offered for subscription to, or privately placed with, qualified investors in a third-country jurisdiction that requires the publication of an offer document with a standardised format, the requirements of standardised format, standardised sequence and maximum length shall not apply to the prospectus for the admission to trading on a regulated market of those securities.

RemovedRegulation (EU) No 596/2014

AddedWhere the derogation set out in the first subparagraph of this paragraph applies, the prospectus shall contain a correlation table indicating where the items forming part of the standardised format and sequence of the prospectus as referred to in paragraph 2 are to be found.

RemovedArticle 2 – paragraph 1 – point 6 – point d, Article 18 – paragraph 6: deleted

Added6. ESMA shall develop guidelines on comprehensibility and on the use of plain language in prospectuses to ensure that the information provided therein is concise, clear and user friendly;

RemovedRegulation (EU) No 596/2014

AddedESMA shall develop draft implementing technical standards to specify the template and layout of prospectuses, including the font size, and style requirements.

RemovedArticle 2 – paragraph 1 – point 7– point -a (new), Article 19 – paragraph 1a a (new): (-a) The following paragraph is inserted: / 1aa. The notification obligation referred to in paragraph 1 shall not apply to transactions or trade activities that do not imply active investment decisions or active involvement by the person discharging managerial responsibilities, or result from external factors or third parties, or are transactions or trade activities including the exercise of derivatives based on predetermined terms.

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

RemovedRegulation (EU) No 596/2014

AddedPower is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’;

RemovedArticle 2 – paragraph 1 – point 7– point a (new), Article 19 – paragraph 5: (a) paragraph 5 is replaced by the following: / 5. Issuers and emission allowance market participants shall notify the person discharging managerial responsibilities of their obligations under this Article in writing.

Added_____________

RemovedArticle 2 – paragraph 1 – point 7 – point a – introductory part: (a) paragraph 8 is replaced by the following:

Added*1 Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (OJ L 166, 21.6.2019, p. 26).’;