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REPORT (COM(2022)0762 – C90417/2022 – 2022/0411(COD))

On the proposal for a regulation of the European Parliament and of the Council amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises

A-9-2023-0302

Committee on Economic and Monetary Affairs · Rapporteur: Alfred Sant

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Written by a language model from the full text only; every figure comes from the text. The paragraph links open the paragraph a statement rests on — check the text itself before relying on it.

Parliament's amended version of the Commission proposal amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets more attractive for companies and ease access to capital for small and medium-sized enterprises. It simplifies prospectus rules: a standardised format and sequence, a 300-side page limit for share prospectuses, a 7-side summary, and new EU Follow-on and EU Growth prospectuses with page limits of 50 and 75 sides. It raises prospectus exemption thresholds, makes the EUR 150 000 000 threshold for credit institution non-equity securities permanent, and allows Member States to exempt offers below EUR 5 000 000 up to EUR 12 000 000. It amends market abuse rules: buy-back reporting to one authority, a wider definition of inside information and market sounding, a EUR 20 000 managers' transaction threshold, and lighter sanctions for small and medium-sized enterprises. It requires ESMA to draft technical standards and guidelines, and the Commission to adopt delegated acts on prospectus formats, ESG disclosure, equivalence and order data exchange. It sets a three-year Commission review of the Regulation and a report on prospectus liability by 31 December 2025.

Committee position. The Committee on Economic and Monetary Affairs proposes to adopt Parliament's position at first reading, amending the Commission proposal to simplify prospectus rules, create EU Follow-on and EU Growth prospectuses, raise exemption thresholds and amend market abuse rules.

Key points

  1. Member States may exempt offers of securities to the public from a prospectus where total consideration is below EUR 5 000 000, up to EUR 12 000 000, calculated over 12 months.
  2. The exemption for securities fungible with securities already admitted to trading is extended to offers and admissions, the threshold rises to 30%, and a new exemption applies after 18 months of continuous trading with a filed document.
  3. The EUR 150 000 000 threshold for non-equity securities issued by credit institutions over 12 months is made permanent.
  4. Prospectuses must have a standardised format and sequence; share prospectuses are limited to 300 sides, and the summary to 7 sides, with charts, graphs or tables allowed.
  5. A new EU Follow-on prospectus is created for issuers admitted to trading for at least 18 months, limited to 50 sides for shares, with a standardised format and a reduced 8-business-day scrutiny period.
  6. A new EU Growth prospectus is created for small and medium-sized enterprises and other eligible issuers, limited to 75 sides for shares, with reduced content and a standardised format.
  7. Issuers must incorporate by reference information already published under Union law, and may do so voluntarily for other information.
  8. Investors may withdraw acceptances within two business days after a supplement is published; financial intermediaries must contact investors electronically by the end of the first business day after publication.
  9. Prospectuses may be drawn up in a language customary in international finance, with translation limited to the summary.
  10. The equivalence regime for third country issuers is amended: offers to the public must be accompanied by admission to trading on an EU regulated market or SME growth market, and approved third country prospectuses are filed with the home authority.
  11. Buy-back programme transactions are reported only to the competent authority of the most relevant market in terms of liquidity and disclosed to the public in aggregated form.
  12. The threshold for notifying managers' transactions rises from EUR 5 000 to EUR 20 000, which competent authorities may lower to EUR 10 000; sanctions for legal persons are based on total annual turnover, with lower amounts for small and medium-sized enterprises.

Who is affected

  • Companies, including small and medium-sized enterprises, seeking to offer securities or list on EU public markets, who face simplified prospectus rules.
  • Issuers already admitted to trading on a regulated market or SME growth market, who may use the EU Follow-on prospectus.
  • Credit institutions issuing non-equity securities, who benefit from the permanent EUR 150 000 000 threshold.
  • Persons discharging managerial responsibilities, who face a higher EUR 20 000 notification threshold and exemptions from the closed period.
  • Third country issuers, who may access EU markets under the amended equivalence regime.

Figures and deadlines

  • EUR 1 000 000: threshold below which Regulation (EU) 2017/1129 does not apply to offers to the public.
  • EUR 5 000 000 and EUR 12 000 000: Member State exemption thresholds for offers over 12 months.
  • 30%: threshold for the exemption for fungible securities over 12 months.
  • EUR 150 000 000: threshold for credit institution non-equity securities over 12 months.
  • 300 sides of A4: maximum length of a share prospectus.
  • 7 sides of A4: maximum length of the summary of an EU Follow-on or EU Growth prospectus.
  • 50 sides and 75 sides of A4: maximum lengths of the EU Follow-on prospectus and EU Growth prospectus for shares.
  • EUR 20 000 and EUR 10 000: managers' transaction notification threshold and the lower threshold competent authorities may set.

Legal basis: Article 294(2) and Article 114 of the Treaty on the Functioning of the European Union.