Changes from report parliamentary committee draft to plenary report

Added‘However, Member States shall ensure that no civil liability shall attach to any person solely on the basis of the summary pursuant to Article 7, including any translation thereof, unless:’;

Added(10) Article 13 is amended as follows:

Added(a) paragraph 1 is amended as follows:

Added(i) the first subparagraph is replaced by the following:

Added‘By … [18 months from the date of entry into force of this amending Regulation], the Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, avoiding duplication of information when a prospectus is composed of separate documents.’;

Added(ii) in the second subparagraph, the following points (f) and (g) are added:

Added‘(f) whether the issuer of equity securities is required to provide sustainability reporting, together with the related assurance opinion, in accordance with Directives 2004/109/EC* and ▌2013/34/EU of the European Parliament and of the Council**;

Added(g) whether non-equity securities offered to the public or admitted to trading on a regulated market are advertised as taking into account environmental, social or governance (ESG) factors or pursuing ESG objectives.

Added(iia) the following subparagraph is added:

Added‘For the purposes of the second subparagraph, point (g), the Commission shall align any ESG disclosure requirements with the provisions included in Regulation (EU) 2023/... of the European Parliament and of the Council***).’;

Added_____________

Added▌

Added(b) in paragraph 2, the first subparagraph is replaced by the following:

Added‘The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation by setting out the schedule specifying the minimum information to be included in the universal registration document.’;

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

Added‘3. The delegated acts referred to in paragraphs 1 and 2 shall comply with Annexes I, II and III to this Regulation.’;

Added* 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).

Added** Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).

Added*** Regulation (EU) 2023/... of the European Parliament and of the Council on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds (OJ L … ELI:...).’;

Added(11) Articles 14 and 14a are deleted;

Added(12) the following Article 14b is inserted:

Added‘Article 14b EU Follow-on prospectus

Added1. The following persons may draw up an EU Follow-on prospectus in the case of an offer of securities to the public or of an admission to trading of securities on a regulated market:

Added(a) issuers whose securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the 18 months preceding the offer to the public or the admission to trading on a regulated market of the new securities;

Added(b) offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the 18 months preceding the offer of securities to the public.

AddedBy way of derogation from the first subparagraph, an issuer who has only non-equity securities admitted to trading on a regulated market or an SME growth market shall not be allowed to draw up an EU Follow-on prospectus for the admission to trading of equity securities on a regulated market.

Added2. By way of derogation from Article 6(1), and without prejudice to Article 18(1), the EU Follow-on prospectus shall contain all the information that investors need to understand all of the following:

Added(a) the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer that have occurred since the end of the last financial year, if any;

Added(b) the essential information on the securities, including the rights attached to those securities and any limitations on those rights;

Added(c) the reasons for the issuance and its impact on the issuer, including on the overall capital structure of the issuer, and the use of proceeds.

Added3. The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors▌ to make an informed investment decision, taking into account the regulated information that has already been disclosed 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*▌.

Added4. The EU Follow-on prospectus shall be drawn up as a single document containing the minimum information set out in Annex IV or Annex V, depending on the types of securities.

Added5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 50 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.

Added6. The summary, the information incorporated by reference in accordance with Article 19 of this Regulation or the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Delegated Regulation (EU) 2019/980, shall not be taken into account for the maximum length referred to in paragraph 5 of this Article.

Added7. The EU Follow-on prospectus shall be a document of a standardised format and the information disclosed in an EU Follow-on prospectus shall be presented in a standardised sequence based on the order of disclosure set out in Annex IV or Annex V, depending on the types of securities.

Added7a. By ... [12 months from the date of entry into force of this amending Regulation], the Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the content, format and sequence for the EU Follow-on prospectus, as well as the reduced content and the standardised format of the specific summary.

AddedThose delegated acts shall be based on Annexes IV and V.

Added_____________

Added*▌ Commission 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).’;

Added(13) Article 15 is deleted;

Added(14) the following Article 15a is inserted:

Added‘Article 15a EU Growth prospectus

Added1. Without prejudice to Article 1(4) and Article 3(2), the following persons may draw up an EU Growth prospectus in the case of an offer of securities to the public, provided that they have no securities admitted to trading on a regulated market:

Added(a) SMEs;

Added(b) issuers, other than SMEs, whose securities are, or are to be admitted to trading on an SME growth market;

Added(c) issuers, other than those referred to in points (a) and (b), where the total aggregated consideration in the Union for the securities offered to the public is less than EUR 50 000 000 calculated over a period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year of up to 499;

Added(d) offerors of securities that have been issued by issuers as referred to in points (a) and (b).

AddedBy way of derogation from the first subparagraph, the persons referred to in points (a) and (b) of that subparagraph, whose securities have been admitted to trading on an SME growth market continuously for at least the last 18 months, may draw up an EU Follow-on prospectus in the case of an offer of securities to the public or an admission to trading on a regulated market, provided that those issuers have no securities already admitted to trading on a regulated market.

AddedThe total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (c), shall take into account the total aggregated consideration of all ongoing 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 that were subject to any exemption from the obligation to publish a prospectus in accordance with Article 1(4), first subparagraph, or pursuant to Article 3(2) and offers for which a prospectus has been published.

Added2. By way of derogation from Article 6(1) and without prejudice to Article 18(1), an EU Growth prospectus shall contain the relevant reduced and proportionate information that is necessary to enable investors to understand the following:

Added(a) the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer since the end of the last financial year, if any, as well as its growth strategy;

Added(b) the essential information on the securities, including the rights attached to those securities and any limitations on those rights;

Added(c) the reasons for the issuance and its impact on the issuer on the overall capital structure of the issuer, and the use of proceeds.

Added3. The information contained in the EU Growth prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors in particular retail investors, to make an informed investment decision.

Added4. The EU Growth prospectus shall be drawn up as a single document containing the information set out in Annex VII or Annex VIII, depending on the types of securities.

Added5. An EU Growth prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be of maximum length of 75 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.

Added6. The summary, the information incorporated by reference in accordance with Article 19 or the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Delegated Regulation (EU) 2019/980, shall not be taken into account for the maximum length referred to in paragraph 5 of this Article.

Added7. The EU Growth prospectus shall be a document of a standardised format and the information disclosed in an EU Growth prospectus shall be presented in a standardised sequence based on the order of disclosure set out in Annex VII or Annex VIII, depending on the types of securities.’;

Added7a. By ... [12 months from the date of entry into force of this amending Regulation], the Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Growth prospectus, as well as the reduced content and the standardised format of the specific summary.

AddedThose delegated acts shall be based on Annexes VII and VIII.’;