ECON-PR-749153 — EU Parl Watch

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DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

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

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

(Ordinary legislative procedure: first reading)

– having regard to the Commission proposal to Parliament and the Council (COM(2022)0762),

– having regard to Article 294(2) and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C9 0417/2022),

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to Rule 59 of its Rules of Procedure,

– having regard to the report of the Committee on Economic and Monetary Affairs (A9-0000/2023),

1. Adopts its position at first reading hereinafter set out;

2. Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;

3. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Amendment 1

Proposal for a regulation

Recital 1

Text proposed by the Commission

Amendment

(1) By developing Union capital markets and decreasing their fragmentation along national borders, the Capital Markets Union42 project aims to enable companies to access funding sources other than bank lending and to adapt their financing structure when maturing and growing in size. More diversified financing in the form of debt and equity will decrease risks for individual companies and the overall economy as well as help Union companies, including small and mid-sized enterprises (SMEs), realise their growth potential.

(1) By developing Union capital markets and decreasing their fragmentation along national borders, the Capital Markets Union42 project aims to enable companies to access funding sources other than bank lending and to adapt their financing structure when maturing and growing in size. More diversified financing in the form of debt and equity will decrease risks for individual companies and the overall economy as well as help Union companies, including small and mid-sized enterprises (SMEs), realise their growth potential. It is acknowledged that the capital markets union is being realised too slowly at a time when investment funds being mobilised are falling well short of the levels made necessary by the Union’s policy priorities related to environmental protection, digitilisation and strategic autonomy. Moving forward on the area of listing is a necessary step for the capital markets union, especially in the short term, but as a stand-alone measure it remains far from beingsufficient.

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42 Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions, Action Plan on Building a Capital Markets Union (COM(2015) 468 final).

Or. en

Amendment 2

Proposal for a regulation

Recital 2

Text proposed by the Commission

Amendment

(2) The Capital Markets Union requires an efficient and effective regulatory framework that supports access to public equity funding for companies, including SMEs. Directive 2014/65/EU of the European Parliament and of the Council43 created a new type of trading venue, the SME growth market, to facilitate access to capital specifically for SMEs. Recital 132 of Directive 2014/65/EU also expressed the need to monitor how future regulation should further foster and promote the use of SME growth markets, and provide further incentives for SMEs to access capital markets through SME growth markets.

(2) The Capital Markets Union requires an efficient and effective regulatory framework that supports access to public equity funding for companies, including SMEs. Directive 2014/65/EU of the European Parliament and of the Council43 created a new type of trading venue, the SME growth market, to facilitate access to capital specifically for SMEs. Recital 132 of Directive 2014/65/EU also expressed the need to monitor how future regulation should further foster and promote the use of SME growth markets, and provide further incentives for SMEs to access capital markets through SME growth markets. Such measures need to ensure not only that SME growth markets provide an increasingly attractive opportunity for SMEs to raise funds but also that, with time and success, SMEs can eventually access other capital markets, should they choose to do so.

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43 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).

Or. en

Amendment 3

Proposal for a regulation

Recital 4

Text proposed by the Commission

Amendment

(4) Building on a Commission’s initiative within its post-Covid-19 recovery strategy, i.e. the Capital Markets Recovery Package, targeted amendments have been introduced into Regulation (EU) 2017/1129 of the European Parliament and of the Council47 , Regulation (EU) 2017/2402 of the European Parliament and of the Council48 , Directive 2014/65/EU and Directive 2004/109/EC of the European Parliament and of the Council49 to make it easier for companies affected by the economic crisis caused by the pandemic to raise equity capital on public markets, facilitate investments in the real economy, allow for the rapid re-capitalisation of businesses, and increase banks’ capacity to finance the recovery.

(4) Building on a Commission’s initiative within its post-Covid-19 recovery strategy, i.e. the Capital Markets Recovery Package, targeted amendments have been introduced into Regulation (EU) 2017/1129 of the European Parliament and of the Council47, Regulation (EU) 2017/2402 of the European Parliament and of the Council48 , Directive 2014/65/EU and Directive 2004/109/EC of the European Parliament and of the Council49 to make it easier for companies affected by the economic crisis caused by the pandemic to raise equity capital on public markets, facilitate investments in the real economy, allow for the rapid re-capitalisation of businesses, and increase banks’ capacity to finance the recovery. Overall, however, and for a number of reasons, those measures have had an extremely limited impact.

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47 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).

48 Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ L 347, 28.12.2017, p. 35).

49 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).

Or. en

Amendment 4

Proposal for a regulation

Recital 7

Text proposed by the Commission

Amendment

(7) For small offers of securities to the public, the costs of producing a prospectus could be disproportionate in relation to the total consideration of the offer. Regulation (EU) 2017/1129 does not apply to offers of securities to the public with a total consideration in the Union of less than EUR 1 000 000. In addition, in view of the varying sizes of financial markets across the Union, Member States may exempt offers of securities to the public from the obligation to publish a prospectus where such offer stays below a certain threshold, which Member States may set between EUR 1 000 000 and EUR 8 000 000. Certain Member States have used that possibility, which has led to different exemption thresholds, creating complexity and lack of clarity for both issuers and investors. In order to reduce complexity in the application of various thresholds under Regulation (EU) 2017/1129 and to foster legal clarity, the lower threshold of EUR 1 000 000 for the non-applicability of that Regulation should be removed.

(7) For small offers of securities to the public, the costs of producing a prospectus could be disproportionate in relation to the total consideration of the offer. Regulation (EU) 2017/1129 does not apply to offers of securities to the public with a total consideration in the Union of less than EUR 1 000 000. In addition, in view of the varying sizes of financial markets across the Union, Member States may exempt offers of securities to the public from the obligation to publish a prospectus where such offer stays below a certain threshold, which Member States may set between EUR 1 000 000 and EUR 8 000 000. Certain Member States have used that possibility, which has led to different exemption thresholds.

Or. en

Amendment 5

Proposal for a regulation

Recital 8

Text proposed by the Commission

Amendment

(8) To foster clarity and convergence across the Union and to reduce unnecessary burden for companies, a single harmonised threshold of EUR 12 000 000 should be set out at Union level and should replace the existing optional thresholds. Below that threshold, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden.

(8) To adapt to the different national stock market conditions within the Union, Member States may exempt offers of securities to the public from the obligation to publish a prospectus where 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, up to a threshold of EUR 12 000 000. In the case of such an exemption, however, Member States should be able to require other disclosure requirements at national level to the extent that such requirements do not constitute a disproportionate or unnecessary burden. Member States should also strive to bring their different national requirements closer to each other.

Or. en

Amendment 6

Proposal for a regulation

Recital 10

Text proposed by the Commission

Amendment

(10) Regulation (EU) 2017/1129 contains several provisions that refer to the total consideration of certain offers of securities to the public to be calculated over a period of 12 months. To provide clarity to issuers, investors and competent authorities and to avoid divergent approaches across the Union, it is necessary to specify how a the total consideration of those offers of securities to the public should be calculated over a period of 12 months.

(10) Regulation (EU) 2017/1129 contains several provisions that refer to the total consideration of ongoing offers and offers of securities to the public to be calculated over a period of 12 months. To provide clarity to issuers, investors and competent authorities and to avoid divergent approaches across the Union, it is necessary to specify how a the total consideration of those offers of securities to the public should be calculated over a period of 12 months.

Or. en

Amendment 7

Proposal for a regulation

Recital 11

Text proposed by the Commission

Amendment

(11) Article 1(5), point (a), of Regulation (EU) 2017/1129 contains an exemption from the obligation to publish a prospectus for the admission to trading on a regulated market of securities fungible with securities already admitted to trading on the same regulated market, provided that the newly admitted securities represent over a period of 12 months less than 20 % of the number of securities already admitted to trading to the same regulated market and provided such admission is not combined with an offer of securities to the public. To reduce complexity and to limit unnecessary costs and burdens, that exemption should apply to both the offer to the public and the admission to trading on a regulated market of the concerned securities and the percentage threshold that determines the eligibility for that exemption should be increased. For the same reason, that modified exemption should also encompass an offer to the public of securities fungible with securities already admitted to trading on an SME growth market.

(11) Article 1(5), point (a), of Regulation (EU) 2017/1129 contains an exemption from the obligation to publish a prospectus for the admission to trading on a regulated market of securities fungible with securities already admitted to trading on the same regulated market, provided that the newly admitted securities represent over a period of 12 months less than 20 % of the number of securities already admitted to trading to the same regulated market and provided such admission is not combined with an offer of securities to the public. To reduce complexity and to limit unnecessary costs and burdens, that exemption should apply to both the offer to the public and the admission to trading on a regulated market of the concerned securities and the percentage threshold that determines the eligibility for that exemption should be increased to 30%. For the same reason, that modified exemption should also encompass an offer to the public of securities fungible with securities already admitted to trading on an SME growth market.

Or. en

Amendment 8

Proposal for a regulation

Recital 15

Text proposed by the Commission

Amendment

(15) To reduce the complexity of the prospectus documentation, and to make the prospectus a more harmonised document to improve its readability for investors across the Union, irrespective of the jurisdiction where securities are offered to the public or admitted to trading on a regulated market, it is necessary to introduce a standardised format for the prospectus for both equity and non-equity securities and to require that the information included in the prospectus is disclosed in a standardised sequence.

(15) To reduce the complexity of the prospectus documentation, and to make the prospectus a more harmonised document to improve its readability for investors across the Union, irrespective of the jurisdiction where securities are offered to the public or admitted to trading on a regulated market, it is necessary to introduce a standardised format for the prospectus for both equity and non-equity securities and to require that the information included in the prospectus is disclosed in a standardised sequence while taking care not to overload the amount of information required for each sequence with redundant or marginally relevant information.

Or. en

Amendment 9

Proposal for a regulation

Recital 16

Text proposed by the Commission

Amendment

(16) In certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary to set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non-equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

(16) There has been much discussion about the length of the prospectus, in light of concerns that, in certain cases, the prospectus or its related documents may reach massive sizes, becoming unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it was considered necessary to set out a maximum page limit. Even so, there were concerns that a page limit would not be appropriate for equity securities other than shares or non-equity securities, which include a broad range of different instruments, including complex ones.

Or. en

Amendment 10

Proposal for a regulation

Recital 16 a (new)

Text proposed by the Commission

Amendment

(16a) However, most readers of prospectuses - up to about 95 % of the total - are professional managers acting on behalf of investment fund clients and therefore well able to deal with such documents. It seems that, for the most part, retail investors consult the summary of the prospectus, which is where more safeguards about the clarity and coherence of the documents supplied by issuers may need to be introduced, including the maintenance of a page limit. It would therefore be preferable for issuers to be allowed a certain freedom regarding the length of the prospectuses they publish. Issuers should be allowed to discover, based on experience, which is the best appropriate length of text while however maintaining a uniform page sequence.

Or. en

Amendment 11

Proposal for a regulation

Recital 17

Text proposed by the Commission

Amendment

(17) The standardised format and the standardised sequence of the information to be disclosed in the prospectus should be a requirement, irrespective of whether a prospectus, or a base prospectus, is drawn up as a single document or is composed of separate documents. It is therefore necessary that Annexes I, II and III to Regulation (EU) 2017/1129 set out the standardised sequence of the sections for the information to be disclosed in the prospectus or, separately, in the registration document and in the securities note. Those Annexes should be the basis for the Commission to amend any delegated acts that impose a standardised format and sequence of sections of the prospectus, the base prospectus and the final terms, including on disclosure items within those sections. Furthermore, it is necessary to set out the standardised sequence of the information to be disclosed in the prospectus summary.

(17) Against that background, the standardised format and the standardised sequence of the information to be disclosed in the prospectus should be a requirement, irrespective of whether a prospectus, or a base prospectus, is drawn up as a single document or is composed of separate documents. It is therefore necessary that Annexes I, II and III to Regulation (EU) 2017/1129 set out the standardised sequence of the sections for the information to be disclosed in the prospectus or, separately, in the registration document and in the securities note. Those Annexes should be the basis for the Commission to amend any delegated acts that impose a standardised format and sequence of sections of the prospectus, the base prospectus and the final terms, including on disclosure items within those sections. Furthermore, it is necessary to set out the standardised sequence of the information to be disclosed in the prospectus summary.

Or. en

Amendment 12

Proposal for a regulation

Recital 18

Text proposed by the Commission

Amendment

(18) The prospectus summary is a key document that serves as a guidance to support retail investors in better understanding and navigating through the whole prospectus and thus to make informed investment decisions. To make the prospectus summary more easily readable and comprehensible for retail investors, it is necessary to allow issuers to present or summarise information in the prospectus summary in the form of charts, graphs or tables.

(18) The prospectus summary is a key and essential document that serves as a guidance to support investors in better understanding and navigating through the whole prospectus and thus to make informed investment decisions. To make the prospectus summary more easily readable and comprehensible for investors, it is necessary to allow issuers to present or summarise information in the prospectus summary in the form of charts, graphs or tables, with a page limit of seven sides of A4-sized paper, using characters of readable fonts and no smaller than a font size of 11.

Or. en

Justification

Data repeatedly shows that retail investors do not read prospectuses.

Amendment 13

Proposal for a regulation

Recital 23

Text proposed by the Commission

Amendment

(23) Due to the growing importance of sustainability considerations in investment decisions, investors are increasingly considering information on environmental, social and governance (ESG) matters when taking informed investment decisions. It is therefore necessary to prevent greenwashing, by establishing ESG-related information to be provided, where relevant, in the prospectus for equity or non-equity securities offered to the public or admitted to trading on a regulated market. That requirement should, however, not overlap with the requirement laid down in other Union law to provide that information. Companies that offer equity securities to the public or seek the admission to trading of equity securities on a regulated market should therefore incorporate by reference in the prospectus, for the periods covered by the historical financial information, the management and consolidated management reports, which include the sustainability reporting, as required by Directive 2013/34/EU of the European Parliament and of the Council54 . Moreover, the Commission should be empowered to set out a schedule specifying the ESG-related information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives.

(23) Due to the growing importance of sustainability considerations in investment decisions, investors are increasingly considering information on environmental, social and governance (ESG) matters when taking informed investment decisions. It is therefore necessary to prevent greenwashing, by establishing ESG-related information to be provided, where relevant, in the prospectus for equity or non-equity securities offered to the public or admitted to trading on a regulated market. That requirement should, however, not overlap with the requirement laid down in other Union law to provide that information. Companies that offer equity securities to the public or seek the admission to trading of equity securities on a regulated market should therefore incorporate by reference in the prospectus, for the periods covered by the historical financial information, the management and consolidated management reports, which include the sustainability reporting, as required by Directive 2013/34/EU of the European Parliament and of the Council54 . Moreover, the Commission should be empowered to set out a schedule specifying the ESG-related information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. For bonds advertised as taking into account ESG factors or pursuing ESG objectives, the Commission should ensure consistency between the format of the sustainability disclosures under Directive 2013/34/EU and those under the opt-in templates drafted pursuant to Article 13g of Regulation (EU) .../... of the European Parliament and the Council54a [the European Green Bonds Regulation].

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54 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).

54a Regulation (EU) .../... of the European Parliament and the Council on European green bonds (2021/0191(COD)),

Or. en

Amendment 14

Proposal for a regulation

Recital 25

Text proposed by the Commission

Amendment

(25) The EU Recovery prospectus referred to in Article 14a of Regulation (EU) may no longer be used after 31 December 2022. That EU Recovery prospectus had the advantage that is was composed of a single document that was limited in size, making it easy for issuers to draw it up and easy for investors to understand it. For those reasons, the EU Follow-on prospectus should follow the same model, and should be subject to the same reduced scrutiny period as the EU Recovery prospectus. However, the requirements for the EU Follow-on prospectus should for obvious reasons not require Covid-19 crisis-related disclosures. As the EU Follow-on prospectus should replace both the simplified prospectus for secondary issuances and the EU Recovery prospectus, it should be permanent and available for both secondary issuances of equity and non-equity securities. In addition, its use should not be subject to any restrictions beyond the requirement of the minimum and continuous period of admission of the securities concerned to trading on a regulated market or an SME growth market.

(25) The EU Recovery prospectus referred to in Article 14a of Regulation (EU) 2017/1129 of the European Parliament and of the Council may no longer be used after 31 December 2022. That EU Recovery prospectus had the advantage that is was composed of a single document that was limited in size, making it easy for issuers to draw it up and easy for investors to understand it. For those reasons, the EU Follow-on prospectus could follow a similar model, and should be subject to the same reduced scrutiny period as the EU Recovery prospectus. However, the requirements for the EU Follow-on prospectus should for obvious reasons not require Covid-19 crisis-related disclosures. As the EU Follow-on prospectus should replace both the simplified prospectus for secondary issuances and the EU Recovery prospectus, it should be permanent and available for both secondary issuances of equity and non-equity securities. In addition, its use should not be subject to any restrictions beyond the requirement of the minimum and continuous period of admission of the securities concerned to trading on a regulated market or an SME growth market.

Or. en

Amendment 15

Proposal for a regulation

Recital 26

Text proposed by the Commission

Amendment

(26) The EU Follow-on prospectus should contain a short-form summary as a useful source of information for investors, in particular retail investors. That summary should be set out at the beginning of the EU Follow-on prospectus and should focus on key information enabling investors to decide which offers to the public and admissions to trading of shares to study further, and subsequently to review the EU Follow-on prospectus as a whole to take an informed investment decision.

(26) The EU Follow-on prospectus should contain a short-form summary as a useful source of information for investors. That summary should be set out at the beginning of the EU Follow-on prospectus and should focus on key information enabling investors to decide which offers to the public and admissions to trading of shares to study further, and subsequently to review the EU Follow-on prospectus as a whole to take an informed investment decision.

Or. en

Amendment 16

Proposal for a regulation

Recital 27

Text proposed by the Commission

Amendment

(27) In order to make the EU Follow-on prospectus a harmonised document and facilitate its readability for investors across the Union, irrespective of the jurisdiction where securities are offered to the public or admitted to trading on a regulated market, its format should be standardised for both equity and non-equity securities. For the same reason, the information in the EU Follow-on prospectus should be disclosed in a standardised sequence. To improve the readability of the EU Follow-on prospectus and to make it easier for investors to analyse it and navigate through it, the number of pages of such prospectus should be limited for secondary issuances of shares. Such a page limit would, however, be inappropriate for the broad category of equity securities other than shares or non-equity securities, which include a wide range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

(27) In order to make the EU Follow-on prospectus a harmonised document and facilitate its readability for investors across the Union, irrespective of the jurisdiction where securities are offered to the public or admitted to trading on a regulated market, its format should be standardised for both equity and non-equity securities. For the same reason, the information in the EU Follow-on prospectus should be disclosed in a standardised sequence.

Or. en

Amendment 17

Proposal for a regulation

Recital 29

Text proposed by the Commission

Amendment

(29) The requirements as to the content of the EU Growth issuance document should be light, taking into account the level of disclosure of the EU Recovery prospectus and some of the most straightforward admission documents that some SME growth markets require issuers to produce in case of an exemption from the obligation to publish a prospectus, and which content is laid down in the SME growth markets’ rulebooks. The reduced information to be disclosed in an EU Growth issuance document should be proportionate to the size of the companies listed on SME growth markets and their fundraising needs and ensure an adequate level of investor protection. Eligible companies should be required to use the EU Growth issuance document for their offer of securities to the public, to facilitate the transition to a new and more efficient regime and to prevent the risk that advisors convince small companies to continue using the full prospectus.

(29) The requirements as to the content of the EU Growth issuance document should be light, taking into account the level of disclosure of the EU Recovery prospectus and some of the most straightforward admission documents that some SME growth markets require issuers to produce in case of an exemption from the obligation to publish a prospectus, and which content is laid down in the SME growth markets’ rulebooks. The reduced information to be disclosed in an EU Growth issuance document should be proportionate to the size of the companies listed on SME growth markets and their fundraising needs and ensure an adequate level of investor protection. Eligible companies may use the EU Growth issuance document for their offer of securities to the public, to facilitate the transition to a new and more efficient regime and to prevent the risk that advisors convince small companies to continue using the full prospectus.

Or. en

Amendment 18

Proposal for a regulation

Recital 32

Text proposed by the Commission

Amendment

(32) The EU Growth issuance document should be a harmonised document which is easy to read by investors, irrespective of the jurisdiction within the Union where the securities concerned are offered to the public or admitted to trading on a regulated market. Its format should therefore be standardised for both equity and non-equity securities and the information included in the EU Growth issuance document should be disclosed in a standardised sequence. To further standardise and improve the readability of the EU Growth issuance document and make it easier for investors to analyse it and navigate through it, a page limit should be introduced in the event that an EU Growth issuance document is drawn up for secondary issuances of shares. That page limit should also be efficient in terms of the lighter requirements as to the content of the EU Growth issuance document and effective in terms of providing the necessary information to enable investors to make informed investment decisions. A page limit would, however, be inappropriate for the broad category of equity securities other than shares or non-equity securities, which include a wide range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.

(32) The EU Growth issuance document should be a harmonised document which is easy to read by investors, irrespective of the jurisdiction within the Union where the securities concerned are offered to the public or admitted to trading on a regulated market. Its format should therefore be standardised for both equity and non-equity securities and the information included in the EU Growth issuance document should be disclosed in a standardised sequence.

Or. en

Amendment 19

Proposal for a regulation

Recital 34

Text proposed by the Commission

Amendment

(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.

(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of. Furthermore, in each risk category, the most material risk factors should be mentioned first.

Or. en

Amendment 20

Proposal for a regulation

Recital 35

Text proposed by the Commission

Amendment

(35) Under Article 17(1) of Regulation (EU) 2017/1129, where the final offer price and amount of securities offered to the public cannot be included in the prospectus, the investor has a withdrawal right which can be exercised within 2 working days after the final offer price or amount of securities to be offered to the public has been filed. To increase the level of investor protection, the period during which investor can exercise that withdrawal right should be extended. It is however important to limit the administrative burdens for issuers. Therefore, where the final offer price of securities only differs slightly from the maximum price that was disclosed in the prospectus, issuers should not be required to publish a supplement.

deleted

Or. en

Amendment 21

Proposal for a regulation

Recital 36

Text proposed by the Commission

Amendment

(36) Article 19 of Regulation (EU) 2017/1129 gives issuers the possibility to incorporate into the prospectus certain information by reference. That possibility was introduced to reduce the burden for issuers and to avoid duplication of information that has already been disclosed and published under other Union financial services law. To significantly reduce burdens for issuers and to avoid duplication of information that has already been disclosed and published under other Union financial services law, that possibility should become a legal requirement when information is to be disclosed in a prospectus and fulfils the conditions laid down in Article 19(1) of Regulation (EU) 2017/1129 on incorporation by reference . Such legal requirement would only to a limited extent reduce the readability of information for investors that, in the future, should be able to access in a more efficient and effective way the company data centralised on the European Single Access Point (‘ESAP’)55 . While the exact layout and perimeter of the future legislation are currently being debated by the co-legislators, the ESAP is expected to enable investors to find in a single place the majority of the relevant information, hence further facilitating access to information incorporated by reference in prospectuses. Nevertheless, companies should still be allowed to incorporate by reference on voluntary basis information that is not to be disclosed in a prospectus, provided that such information fulfils the conditions laid down in Article 19(1) of Regulation (EU) 2017/1129 on incorporation by reference.

(36) Article 19 of Regulation (EU) 2017/1129 gives issuers the possibility to incorporate into the prospectus certain information by reference. That possibility was introduced to reduce the burden for issuers and to avoid duplication of information that has already been disclosed and published under other Union financial services law. Companies should still be allowed to incorporate by reference on voluntary basis information that is not to be disclosed in a prospectus, provided that such information fulfils the conditions laid down in Article 19(1) of Regulation (EU) 2017/1129 on incorporation by reference.

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55 Proposal for a Regulation of the European Parliament and of the Council establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability (COM/2021/723 final).

Or. en

Justification

Proposed deletion as change risks making prospectuses less comprehensible for investors because the information will be fragmented across numerous documents.

Amendment 22

Proposal for a regulation

Recital 37

Text proposed by the Commission

Amendment

(37) To remove unnecessary costs and burdens and to increase the efficiency and effectiveness of the incorporation into the prospectus of information by reference, companies should not be required to publish a supplement for updating the annual or interim financial information incorporated by reference in a base prospectus which is still valid.

deleted

Or. en

Amendment 23

Proposal for a regulation

Recital 38

Text proposed by the Commission

Amendment

(38) Regulation (EU) 2017/1129 promotes the convergence and harmonization of rules about the scrutiny and approval of prospectuses by competent authorities. In particular, criteria for the scrutiny of the completeness, comprehensibility, and consistency of the prospectus were streamlined and laid down in Delegated Regulation (EU) 2019/980. That list of criteria is, however, not exhaustive, because it should allow for the possibility to take into account developments and innovations in financial markets. As a result, Delegated Regulation (EU) 2019/980 allows competent authorities to apply additional criteria for the scrutiny and approval of prospectuses where those competent authorities deem that necessary to protect investors. The peer review report from the European Securities and Markets Authority (‘ESMA’)56 pointed out that that possibility has created material differences in the way competent authorities apply additional scrutiny criteria and request issuers to provide additional information in the prospectus under their scrutiny. To foster harmonisation and convergence of the prospectus supervisory activity by competent authorities, which should provide certainty to issuers and confidence to investors, it is appropriate to specify the circumstances under which a competent authority may use such additional criteria, the type of additional information that competent authorities may require to be disclosed and the procedures and timeline for the approval of the prospectus.

(38) Regulation (EU) 2017/1129 promotes the convergence and harmonization of rules about the scrutiny and approval of prospectuses by competent authorities. In particular, criteria for the scrutiny of the completeness, comprehensibility, and consistency of the prospectus were streamlined and laid down in Delegated Regulation (EU) 2019/980. That list of criteria is, however, not exhaustive, because it should allow for the possibility to take into account developments and innovations in financial markets. As a result, Delegated Regulation (EU) 2019/980 allows competent authorities to apply additional criteria for the scrutiny and approval of prospectuses where those competent authorities deem that necessary to protect investors. The peer review report from the European Securities and Markets Authority (‘ESMA’)56 pointed out that that possibility has created material differences in the way competent authorities apply additional scrutiny criteria and request issuers to provide additional information in the prospectus under their scrutiny. National competent authorities may not demand additional documentation over and above that which is required by Regulation EU) 2017/1129 for drawing up a prospectus, an EU Follow-on prospectus, a Growth issuance document, and the circumstances referred to in this Regulation, as specified by delegated acts.

__________________

56 Peer review of the scrutiny and approval procedures of prospectuses by competent authorities of 21 July 2022 (ESMA42-111-7170).

Or. en

Amendment 24

Proposal for a regulation

Recital 40

Text proposed by the Commission

Amendment

(40) Article 21 of Regulation (EU) 2017/1129 requires, for an IPO of shares, the publication of the prospectus at least 6 working days before the end of the offer. In order to foster swift book-building processes, especially in fast moving markets, and to increase the attractiveness of the inclusion of retail investors in IPOs, the current minimum period of 6 days between the publication of the prospectus and the end of an offer of shares should be reduced, without affecting investor protection.

(40) Article 21 of Regulation (EU) 2017/1129 requires, for an IPO of shares, the publication of the prospectus at least six business days before the end of the offer. In order to foster swift book-building processes, especially in fast moving markets, and to increase the attractiveness of the inclusion of retail investors in IPOs, the current minimum period of six business days between the publication of the prospectus and the end of an offer of shares should be reduced, without affecting investor protection.

Or. en

Justification

In order to clarify the duration of processes for book-building during an IPO and various other processes relative to the management of share issues and transfers, it is appropriate to express all such periods in terms of business days (which includes Saturdays), instead of working days (which excludes Saturdays).

Amendment 25

Proposal for a regulation

Recital 45

Text proposed by the Commission

Amendment

(45) To ensure investor protection and foster regulatory convergence across the Union, it is appropriate to lay down that a supplement to a base prospectus should not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus. Furthermore, ESMA should be requested, within 2 years from the entry into force of this Regulation, to provide additional clarity by means of guidelines on 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.

(45) To ensure investor protection and foster regulatory convergence across the Union, it is appropriate to lay down that a supplement to a base prospectus should not be used to introduce a new type of security for which the necessary information has not been included in that base prospectus. Furthermore, ESMA should be requested, within 18 months from the entry into force of this Regulation, to provide additional clarity by means of guidelines on 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.

Or. en

Justification

The Rapporteur adopts the approach across the Report that it is essential to be quick in dealing with CMU issues especially when updating the market with new rules and guidelines.

Amendment 26

Proposal for a regulation

Recital 47

Text proposed by the Commission

Amendment

(47) Article 29 of Regulation (EU) 2017/1129 currently requires that third country prospectuses are approved by the competent authority of the home Member State of the issuer of the securities concerned, irrespective of whether those third prospectuses have already been approved by the relevant third country authority. That Article also requires that the Commission adopts a decision stating that the information requirements imposed by the national law of such a third country are equivalent to the requirements under Regulation (EU) 2017/1129. To facilitate access of third country issuers, including SMEs, to public markets in the Union and provide investors in the Union with additional investment opportunities, while ensuring their protection, it is necessary to amend the equivalence regime. In particular, in order to offer the maximum level of protection for investors it should be clarified that for third country issuers offers of securities to the public in the Union are to be accompanied with an admission to trading on either a regulated market or an SME growth market established in the Union. Third country issuers are however allowed to use the procedure under Article 28 of Regulation (EU) 2017/1129 for any type of offers of securities to the public, by drawing up a prospectus in accordance with that Regulation. Furthermore, it should be clarified that, in the case of an admission to trading on an EU regulated market or an offer of securities to the public in the Union, equivalent third country prospectuses that have already been approved by the third country supervisory authority, are only to be filed with the competent authority of the home Member State in the Union. Furthermore, the general equivalence criteria, which are currently to be based on the requirements laid down in Articles 6, 7, 8 and 13 of Regulation (EU) 2017/1129, should be expended to encompass provisions on liability, validity of the prospectus, risk factors, scrutiny, approval and publication of the prospectus, and advertisements and supplements. To ensure the protection of investors in the Union, it is also necessary to specify that the third country prospectus is to entail all the rights and obligations provided for under Regulation (EU) 2017/1129.

(47) Article 29 of Regulation (EU) 2017/1129 currently requires that third country prospectuses are approved by the competent authority of the home Member State of the issuer of the securities concerned, irrespective of whether those third prospectuses have already been approved by the relevant third country authority. That Article also requires that the Commission adopts a decision stating that the information requirements imposed by the national law of such a third country are equivalent to the requirements under Regulation (EU) 2017/1129. To facilitate access of third country issuers, including SMEs, to public markets in the Union and provide investors in the Union with additional investment opportunities, while ensuring their protection, it is necessary to amend the equivalence regime. Third country issuers are allowed to use the procedure under Article 28 of Regulation (EU) 2017/1129 for any type of offers of securities to the public, by drawing up a prospectus in accordance with that Regulation. Furthermore, it should be clarified that, in the case of an admission to trading on an EU regulated market or an offer of securities to the public in the Union, equivalent third country prospectuses that have already been approved by the third country supervisory authority, are only to be filed with the competent authority of the home Member State in the Union. Furthermore, the general equivalence criteria, which are currently to be based on the requirements laid down in Articles 6, 7, 8 and 13 of Regulation (EU) 2017/1129, should be expended to encompass provisions on liability, validity of the prospectus, risk factors, scrutiny, approval and publication of the prospectus, and advertisements and supplements. To ensure the protection of investors in the Union, it is also necessary to specify that the third country prospectus is to entail all the rights and obligations provided for under Regulation (EU) 2017/1129.

Or. en

Amendment 27

Proposal for a regulation

Recital 48

Text proposed by the Commission

Amendment

(48) An effective cooperation with supervisory authorities of third countries concerning the exchange of information with those authorities and the enforcement of obligations arising under Regulation (EU) 2017/1129 in third countries is necessary to protect investors in the Union and ensure level playing field between issuers established in the Union and third country issuers. In order to ensure an efficient and consistent exchange of information with supervisory authorities, ESMA should establish cooperation arrangements with the supervisory authorities of third countries concerned, and the Commission should be empowered to determine the minimum content and the template to be used for such arrangements. However, third countries that are in the list of jurisdictions which have strategic deficiencies in their national anti-money laundering and in countering the financing of terrorism regimes that pose significant threats to the financial system of the Union should be excluded from such cooperation arrangements.

(48) An effective cooperation with supervisory authorities of third countries concerning the exchange of information with those authorities and the enforcement of obligations arising under Regulation (EU) 2017/1129 in third countries is necessary to protect investors in the Union and ensure level playing field between issuers established in the Union and third country issuers. In order to ensure an efficient and consistent exchange of information with supervisory authorities, ESMA should establish cooperation arrangements with the supervisory authorities of third countries concerned, and the Commission should be empowered to determine the minimum content and the template to be used for such arrangements. However, third countries that are in the EU list of non-cooperative tax jurisdictions for tax purposes and the list of jurisdictions which have strategic deficiencies in their national anti-money laundering and in countering the financing of terrorism regimes that pose significant threats to the financial system of the Union should be excluded from such cooperation arrangements.

Or. en

Amendment 28

Proposal for a regulation

Recital 51

Text proposed by the Commission

Amendment

(51) The Commission should, after an appropriate time period after the date of application of this amending Regulation, review the application of Regulation (EU) 2017/1129 and assess in particular whether the provisions on the prospectus summary, on the disclosure regimes for the EU Follow-on prospectus, on the EU Growth issuance documents and on the universal registration document remain appropriate to meet the objectives pursued by those provisions. It is also necessary to lay down that that report should analyse the relevant data, trends and costs in relation the EU Follow-on prospectus and for the EU Growth issuance document. In particular, that report should assess whether those new regimes strike a proper balance between investor protection and the reduction of administrative burdens.

(51) The Commission should, after an appropriate time period after the date of application of this amending Regulation, review the application of Regulation (EU) 2017/1129 and assess in particular whether the provisions on the prospectus summary, on the disclosure regimes for the EU Follow-on prospectus, on the EU Growth issuance documents and on the universal registration document remain appropriate to meet the objectives pursued by those provisions. It is also necessary to lay down that that report should analyse the relevant data, trends and costs in relation the EU Follow-on prospectus and for the EU Growth issuance document. In particular, that report should assess whether those new regimes strike a proper balance between investor protection and the reduction of administrative burdens. Given the importance of ensuring that the capital markets union gathers momentum, and that it adjusts to reflect market realities as soon as possible after they are registered, the appropriate period for the conduct of such reviews needs to be shorter than what has been the norm prior to the adoption of this Regulation.

Or. en

Amendment 29

Proposal for a regulation

Recital 59

Text proposed by the Commission

Amendment

(59) To facilitate the assessment of the moment of disclosure of the relevant information by the issuer and ensure a consistent interpretation of the requirement, the Commission should be empowered to adopt a delegated act to set out a non-exhaustive list of relevant information, and, for each information, the moment when the issuer could be reasonably expected to disclose it.

(59) To facilitate the assessment of the moment of disclosure of the relevant information by the issuer and ensure a consistent interpretation of the requirement, 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. The Commission should be empowered to adopt a delegated act to supplement this Regulation by adopting the regulatory technical standards developed by ESMA.

Or. en

Amendment 30

Proposal for a regulation

Recital 61

Text proposed by the Commission

Amendment

(61) Article 17(4) of Regulation (EU) No 596/2014 provides that an issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that specified conditions are met. In such a case, an issuer is obliged to inform the competent authority that disclosure of the information was delayed and to provide a written explanation of how the conditions set out in that Article were met immediately after the information is disclosed to the public. To enable competent authorities to receive information on delays in a timely manner an issuer should notify the competent authority immediately after that issuer takes the decision to delay disclosure. However, competent authorities should not be required to authorise those delays.

deleted

Or. en

Amendment 31

Proposal for a regulation

Recital 62

Text proposed by the Commission

Amendment

(62) Article 18(1) of Regulation (EU) No 596/2014 obliges issuers and any person acting on their behalf or on their account to draw up and to keep updated a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise perform tasks through which they have access to inside information, including advisers, accountants and credit rating agencies. Article 18(6) of Regulation (EU) No 596/2014, however, restricts that obligation for issuers whose financial instruments are admitted to trading on an SME growth market. Those issuers are to include in their insider lists only those persons who, due to the nature of their function or position within the issuer, have regular access to inside information. Given the availability of other existing supervisory enforcement tools, it is appropriate to use the same approach for all issuers, rather than only for issuers whose financial instruments are admitted to trading on an SME growth market.

deleted

Or. en

Amendment 32

Proposal for a regulation

Recital 63

Text proposed by the Commission

Amendment

(63) In some Member States, insider lists are considered particularly important for ensuring a high level of market integrity. For that reason, Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 allows Member States to require issuers on SME growth markets to draw up the more extensive insider lists that include all persons who have access to inside information, however, on the basis of an alleviated format, requiring less information. To avoid excessive regulatory burden, while maintaining the essential information for competent authorities to investigate market abuse breaches, such an alleviated format should be used for all insider lists. Nevertheless, the option for Member States set out in Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 should be maintained, provided that its use is justified by national market integrity concerns, and provided that it is only used in relation to issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years. To ensure proportionate treatment of SMEs, that option should not be used for SME growth markets. To facilitate companies’ first time access to regulated markets as well as the companies’ transition from SME growth markets to regulated markets, issuers whose securities have been admitted to trading on a regulated market for less than 5 years should also not be obliged to draw up more extensive lists.

deleted

Or. en

Justification

The rules for issuers to maintain insider lists whenever they are in possession of inside information are essential to investigate insider dealing and should not be limited.

Amendment 33

Proposal for a regulation

Recital 69

Text proposed by the Commission

Amendment

(69) The monitoring of order book data is crucial for the surveillance of market activity. Competent authorities should therefore have easy access to data that they need for their supervisory activity. Some of those data concern instruments that are traded in a trading venue located in another Member State. To enhance the effectiveness of supervision, competent authorities should set up a mechanism to exchange order book data on an ongoing basis. Considering its technical expertise, ESMA should draft implementing technical standards specifying the arrangements required by that mechanism for the exchange of order book among competent authorities. To ensure that the scope of that mechanism for exchanging order book data is proportionate in relation to its use, only competent authorities that supervise markets that have a high level of cross-border activity should be obliged to participate to that mechanism. The level of cross-border dimensions should be determined by the Commission in a delegated act. Furthermore, that mechanism for exchanging order book data should at first only concern shares, bonds and futures, considering the relevance of those financial instruments in terms of both cross-border trading and market manipulation. However, to ensure that such mechanism for exchanging order book data takes into account developments in financial markets and the capacity of competent authorities to process new data, the Commission should be empowered to broaden the scope of instruments the order book data of which can be exchanged through that mechanism.

(69) The monitoring of order book data across both multilateral and bilateral trading systems is crucial for the surveillance of market activity. Competent authorities should therefore have easy access to data that they need for their supervisory activity. Some of those data concern instruments that are traded in a trading venue or a systematic internaliser located in another Member State. To enhance the effectiveness of supervision, competent authorities should set up a mechanism to exchange order book data on an ongoing basis. Considering its technical expertise, ESMA should draft implementing technical standards specifying the arrangements required by that mechanism for the exchange of order book among competent authorities. To ensure that the scope of that mechanism for exchanging order book data is proportionate in relation to its use, only competent authorities that supervise markets that have a high level of cross-border activity should be obliged to participate to that mechanism. The level of cross-border dimensions should be determined by the Commission in a delegated act. Furthermore, that mechanism for exchanging order book data should at first only concern shares, bonds and futures, considering the relevance of those financial instruments in terms of both cross-border trading and market manipulation. However, to ensure that such mechanism for exchanging order book data takes into account developments in financial markets and the capacity of competent authorities to process new data, the Commission should be empowered to broaden the scope of instruments the order book data of which can be exchanged through that mechanism.

Or. en

Amendment 34

Proposal for a regulation

Recital 70

Text proposed by the Commission

Amendment

(70) The monitoring of order book data is crucial for the supervision of markets by competent authorities. To enhance that monitoring through technological developments, competent authorities should be able to access order book data not only on an ad-hoc request, but also on an ongoing basis. Moreover, to facilitate the processing of order book data by national competent authorities, it is necessary to harmonise the format of such data.

(70) The monitoring of order book data is crucial for the supervision of markets by competent authorities. To enhance that monitoring through technological developments, competent authorities should be able to access order book data not only on an ad-hoc request, but also on an ongoing basis. Moreover, to facilitate the processing of order book data by national competent authorities, it is necessary to harmonise the format of such data. Order data should at least cover order book data from trading venues and indications of interest and quotes from systematic internalisers.

Or. en

Justification

The 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 also be able to access data from trading venues and systematic internalisers.

Amendment 35

Proposal for a regulation

Recital 74

Text proposed by the Commission

Amendment

(74) In order to specify the requirements set out in this Regulation, in accordance with its objectives, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of revising the format and content of the prospectus, fostering convergence in the scrutiny and approval of the prospectus by competent authorities, further specifying general equivalence criteria for prospectuses drawn up by third country issuers, determining the minimum content of cooperation arrangements between ESMA and third country supervisory authorities, pursuant to Regulation (EU) 2017/1129, as well as revising the alleviated template setting out the list of persons who have access to inside information, and expanding the list of financial instruments to enable competent authorities to obtain order book data, pursuant to Regulation (EU) No 596/2014. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making59. In particular, to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States' experts, and their experts systematically have access to meetings of Commission expert groups dealing with the preparation of delegated acts.

(74) In order to specify the requirements set out in this Regulation, in accordance with its objectives, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of revising the format and content of the prospectus, fostering convergence in the scrutiny and approval of the prospectus by competent authorities, further specifying general equivalence criteria for prospectuses drawn up by third country issuers, determining the minimum content of cooperation arrangements between ESMA and third country supervisory authorities, pursuant to Regulation (EU) 2017/1129, as well as revising the alleviated template setting out the list of persons who have access to inside information, and expanding the list of financial instruments to enable competent authorities to obtain order book data, pursuant to Regulation (EU) No 596/2014. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making59. In particular, to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States' experts, and their experts systematically have access to meetings of Commission expert groups dealing with the preparation of delegated acts. In the tasks that it carries out, ESMA should be increasingly expected to take a leading role in the establishment of guidelines and regulatory technical standards so as to achieve flexibility and a quick response to market outcomes while continuing to guarantee investor protection.

__________________

59 OJ L 123, 12.5.2016, p. 1.

Or. en

Amendment 36

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point b – point i

Regulation (EU) 2017/1129

Article 1 – paragraph 4 – point da

Text proposed by the Commission

Amendment

(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 40 % of the number of securities already admitted to trading on the same market;

(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 40 % of the number of securities already admitted to trading on the same market provided that all of the following conditions are met:

(i) the issuer is not an issuer with a complex financial history as referred to in Article 18 of Commission Delegated Regulation (EU) 2019/980;

(ii) the issuer has not made a significant financial commitment;

(iii) the issuer is not under an insolvency or restructuring procedure, as defined in Directive (EU) 2019/1023 on restructuring and insolvency;

(iv) at the time of the offer, the issuer is not delaying the disclosure of inside information pursuant to Article 17(4) of Regulation (EU) No 596/2014, or is not using the exemption set out in Article 17(1), first subparagraph, in relation to intermediate steps in a protracted process.’

Or. en

Amendment 37

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point b – point i

Regulation (EU) 2017/1129

Article 1 – paragraph 4 – point db

Text proposed by the Commission

Amendment

(db) an offer of securities fungible with securities that have been admitted to trading on a regulated market or an SME growth market continuously for at least the 18 months preceding the offer of the new securities, provided that all of the following conditions are met:

deleted

(i) the securities offered to the public are not issued in connection with a takeover by means of an exchange offer, a merger or a division;

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

(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).;

Or. en

Amendment 38

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point b – point iv – introductory part

Text proposed by the Commission

Amendment

(iv) the following subparagraphs are added:

(iv) the following subparagraph is added:

Or. en

Amendment 39

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point b – point iv

Regulation (EU) 2017/1129

Article 1 – paragraph 4 – subparagraph 2

Text proposed by the Commission

Amendment

The document referred to in point (db)(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.

deleted

Or. en

Amendment 40

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point c – point i – point 2

Regulation (EU) 2017/1129

Article 1 – paragraph 5 – subparagraph 1 – point ba

Text proposed by the Commission

Amendment

(2) the following point (ba) is inserted:

deleted

(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, or with securities that have been offered to the public with a prospectus and admitted to trading on an SME growth 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:

(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;

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

(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).

Or. en

Amendment 41

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point c – -point iii - introductory part

Text proposed by the Commission

Amendment

(iii) the following two subparagraphs are added:

(iii) the following subparagraph is added:

Or. en

Amendment 42

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point c – point iii

Regulation (EU) 2017/1129

Article 1 – paragraph 5 – subparagraph 4

Text proposed by the Commission

Amendment

The total aggregated consideration of the offers of securities to the public referred to in the first subparagraph, point (i), shall take into account the total aggregated consideration of all offers of securities to the public that have been made in 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 other exemption from the obligation to publish a prospectus in accordance with the first subparagraph, or pursuant to Article 3(2).;

deleted

Or. en

Amendment 43

Proposal for a regulation

Article 1 – paragraph 1 – point 1 – point d a (new)

Regulation (EU) 2017/1129

Article 1 – paragraph 7a (new)

Text proposed by the Commission

Amendment

(da) the following paragraph is 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 in the preceding 12 months shall be computed when verifying whether the monetary thresholds set out in paragraph 4, point (j), and paragraph 5, point (i), are reached.

Offers of securities to the public that were subject to any 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.

ESMA shall submit those draft regulatory technical standards to the Commission by ... [12 months after the date of 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 subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Or. en

Amendment 44

Proposal for a regulation

Article 1 – paragraph 1 – point 2 – point b – introductory part

Text proposed by the Commission

Amendment

(b) the following point (za) is added:

(b) the following points are added:

Or. en

Amendment 45

Proposal for a regulation

Article 1 – paragraph 1 – point 2 – point b

Regulation (EU) 2017/1129

Article 2 – paragraph 1 – point z b

Text proposed by the Commission

Amendment

(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.

Or. en

Amendment 46

Proposal for a regulation

Article 1 – paragraph 1 – point 2 – point b

Regulation (EU) 2017/1129

Article 1 – paragraph 1 – point z c

Text proposed by the Commission

Amendment

(zc) ‘significant financial commitment’ means a binding agreement to undertake a transaction that is likely to give rise to a variation of more than 25 % relative to one or more indicators of the size of the issuer’s business.

Or. en

Amendment 47

Proposal for a regulation

Article 1 – paragraph 1 – point 2 – point b

Regulation (EU) 2017/1129

Article 2 – paragraph 1 – point z d

Text proposed by the Commission

Amendment

(zd) ‘issuer having a complex financial history’ is an issuer characterised by all of the following:

(a) if the issuer were to draw up a prospectus, the information referred to in the relevant Annexes to this Regulation would not represent the issuer’s undertaking accurately at the time of drawing up that prospectus;

(b) such inaccuracy would affect the ability of investors to make an informed assessment as referred to in Article 6(1) or reach the understanding referred to in Article 14b(2) and Article 15a(2) of this Regulation;

(c) additional information relating to an entity other than the issuer would be needed for investors to make an informed assessment as referred to in Article 6(1) or to reach the understanding referred to in Article 14b(2) and Article 15a(2) of this Regulation.

Or. en

Amendment 48

Proposal for a regulation

Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129

Article 3 – paragraph 2 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

By way of derogation from the first subparagraph, point (b), 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.

Or. en

Amendment 49

Proposal for a regulation

Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129

Article 3 – paragraph 2 – subparagraph 1 b (new)

Text proposed by the Commission

Amendment

Member States shall notify the Commission and ESMA whether they decide to apply the exemption threshold of EUR 5 000 000 pursuant to the second subparagraph. They shall also notify the Commission and ESMA of any subsequent decision to adopt instead the exemption threshold of EUR 12 000 000 referred to in the first subparagraph, point (b).

Or. en

Amendment 50

Proposal for a regulation

Article 1 – paragraph 1 – point 3

Regulation (EU) 2017/1129

Article 3 – paragraph 2 – subparagraph 2

Text proposed by the Commission

Amendment

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

The 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 ongoing offers and offers of securities made to the public within 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.

Or. en

Amendment 51

Proposal for a regulation

Article 1 – paragraph 1 – point 6 – point b

Regulation (EU) 2017/1129

Article 6 – paragraph 2 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

To ensure compliance with this paragraph, ESMA shall be required to develop guidelines on comprehensibility and the use of plain language in prospectuses.

Or. en

Justification

ESMA notes in its prospectus peer review that it appears difficult for NCAs to consistently enforce the plain language requirement in practice given the absence of guidance at EU level on the notion of plain language. To assist NCAs in ensuring such compliance and to promote supervisory convergence, ESMA should be required to develop guidelines on plain language and comprehensibility. Source: https://www.esma.europa.eu/sites/default/files/library/esma42-111-7170_final_report_-_prospectus_peer_review.pdf

Amendment 52

Proposal for a regulation

Article 1 – paragraph 1 – point 6 – point c – introductory part

Text proposed by the Commission

Amendment

(c) the following paragraphs 4 and 5 are added:

(c) the following paragraphs 4 is added:

Or. en

Amendment 53

Proposal for a regulation

Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129

Article 6 – paragraph 4

Text proposed by the Commission

Amendment

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.

4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be presented on A4-sized paper when printed and laid out in a way that is easy to read, using characters of readable size.

Or. en

Amendment 54

Proposal for a regulation

Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129

Article 6 – paragraph 5

Text proposed by the Commission

Amendment

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 Commission Delegated Regulation (EU) 2019/980 *1, shall not be taken into account for the maximum length referred to in paragraph 4 of this Article.

deleted

Or. en

Amendment 55

Proposal for a regulation

Article 1 – paragraph 1 – point 7 – point e – point i a (new)

Regulation (EU) 2017/1129

Article 7 – paragraph 7 – subparagraph 1 – point a – points vi a (new) and vi b (new)

Text proposed by the Commission

Amendment

(ia) in point a, the following points are added:

‘(vi a) the proportion of EU taxonomy-aligned activities financed by the financial instruments to the EU Taxonomy;

(vi b) the proportion of the investment that is used to finance activities related to coal, oil and gas;’

Or. en

Amendment 56

Proposal for a regulation

Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129

Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)

Text proposed by the Commission

Amendment

(iva) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account ESG factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;

Or. en

Amendment 57

Proposal for a regulation

Article 1 – paragraph 1 – point 10 – point a – point ii

Regulation (EU) 2017/1129

Article 13 – paragraph 1 – subparagraph 2 – point f

Text proposed by the Commission

Amendment

(f) whether the issuer is required to provide sustainability reporting, together with the related assurance opinion, in accordance with Directive 2004/109/EC and Directive 2013/34/EU of the European Parliament and of the Council*2;

(f) whether the issuer of equity securities is required to provide sustainability reporting, together with the related assurance opinion, in accordance with Directive 2004/109/EC and Directive 2013/34/EU of the European Parliament and of the Council*2;

Or. en

Amendment 58

Proposal for a regulation

Article 1 – paragraph 1 – point 10 – point a – point ii a (new)

Regulation (EU) 2017/1129

Article 13 – paragraph 1 – subparagraph 4 a (new)

Text proposed by the Commission

Amendment

(iia) the following subparagraph is added:

For the purposes of point (g) of the second subparagraph, the Commission shall coordinate any ESG disclosure requirements with the provisions included in Regulation (EU) .../... of the European Parliament and of the Council on European Green Bonds (2021/0191 (COD)).

Or. en

Amendment 59

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 1 – subparagraph 1– point b a (new)

Text proposed by the Commission

Amendment

(ba) issuers whose securities have been admitted to trading on an SME growth market continuously for at least the last 18 months and who are transferring to a regulated market.

Or. en

Amendment 60

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 3

Text proposed by the Commission

Amendment

3. 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, especially retail 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*3.

3. 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*3.

Or. en

Amendment 61

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 4

Text proposed by the Commission

Amendment

4. 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.

4. The EU Follow-on prospectus shall be drawn up as a single document, or as separate documents, containing the minimum information set out in Annex IV or Annex V, and in the delegated acts referred to in paragraph 8, depending on the types of securities.

Or. en

Amendment 62

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 5

Text proposed by the Commission

Amendment

5. 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.

5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be presented on A4-sized paper when printed and laid out in a way that is easy to read, using characters of readable size.

Or. en

Amendment 63

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 7 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

By way of derogation from the first subparagraph, where the EU Follow-on prospectus consists of separate documents, and where the order of the information does not coincide with the order in which that information is presented in the Annexes to this Regulation, a list for the purposes of cross-reference that identifies the pages where each item of information in those Annexes can be found in the prospectus shall be included in the prospectus.

Or. en

Amendment 64

Proposal for a regulation

Article 1 – paragraph 1 – point 12

Regulation (EU) 2017/1129

Article 14b – paragraph 7 a (new)

Text proposed by the Commission

Amendment

7a. The Commission shall, by ... [18 months after the date of entry into force this Regulation], 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.

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

Or. en

Amendment 65

Proposal for a regulation

Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129

Article 15a – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

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

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

Or. en

Amendment 66

Proposal for a regulation

Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129

Article 15a – paragraph 4

Text proposed by the Commission

Amendment

4. The EU Growth issuance document 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.

4. The EU Growth issuance document shall be drawn up as a single document, or as separate documents containing the information set out in Annex VII or Annex VIII, and in the delegated acts referred to in paragraph 8, depending on the types of securities.

Or. en

Amendment 67

Proposal for a regulation

Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129

Article 15a – paragraph 5

Text proposed by the Commission

Amendment

5. An EU Growth issuance document 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.

5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be presented on A4-sized paper when printed and laid out in a way that is easy to read, using characters of readable size.

Or. en

Amendment 68

Proposal for a regulation

Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129

Article 15a – paragraph 7 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

By way of derogation from the first subparagraph, where the EU Growth prospectus consists of separate documents, and where the order of the information does not coincide with the order in which that information is presented in the Annexes to this Regulation, a list for the purposes of cross-reference shall be included in the prospectus to identify the pages where each item of information in those Annexes can be found in the prospectus.

Or. en

Amendment 69

Proposal for a regulation

Article 1 – paragraph 1 – point 14

Regulation (EU) 2017/1129

Article 15a – paragraph 7 a (new)

Text proposed by the Commission

Amendment

7a. The Commission shall, by ... [12 months after the date of entry into force of this Regulation], 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 issuance prospectus, as well as the reduced content and the standardised format of the specific summary.

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

Or. en

Amendment 70

Proposal for a regulation

Article 1 – paragraph 1 – point 15

Regulation (EU) 2017/1129

Article 16 – paragraph 1 – subparagraph 5

Text proposed by the Commission

Amendment

The risk factors shall be presented in a limited number of categories depending on their nature.';

The risk factors shall be presented in a limited number of categories depending on their nature. In each category, the most material risk factors shall be mentioned first according to the assessment provided for in the third subparagraph.';

Or. en

Amendment 71

Proposal for a regulation

Article 1 – paragraph 1 – point 16 – point a

Regulation (EU) 2017/1129

Article 17 – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than 3 working days after the final offer price or amount of securities to be offered to the public has been filed; or;

(a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than two business days after the final offer price or amount of securities to be offered to the public has been filed; or;

Or. en

Amendment 72

Proposal for a regulation

Article 1 – paragraph 1 – point 16 – point b

Regulation (EU) 2017/1129

Article 17 – paragraph 2

Text proposed by the Commission

Amendment

(b) in paragraph 2, the following subparagraph is added:

deleted

Where the final offer price referred to in the first subparagraph differs by no more than 20 % from the maximum price disclosed in the prospectus as referred to in paragraph 1, point (b)(i), the issuer shall not be required to publish a supplement in accordance with Article 23(1).;

Or. en

Justification

Paragraph deleted because it is not needed and risks creating legal confusion.

Amendment 73

Proposal for a regulation

Article 1 – paragraph 1 – point 17 – point a – point i

Regulation (EU) 2017/1129

Article 19 – paragraph 1 – subparagraph 1 – introductory part

Text proposed by the Commission

Amendment

(i) the introductory wording is replaced by the following:

deleted

Information that is to be included in a prospectus pursuant to this Regulation and the delegated acts adopted on the basis of it, shall be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 27 and where it is contained in one of the following documents:;

Or. en

Amendment 74

Proposal for a regulation

Article 1 – paragraph 1 – point 17 – point b

Regulation (EU) 2017/1129

Article 19 – paragraph 1b

Text proposed by the Commission

Amendment

1b. An issuer, an offeror or a person asking for admission to trading on a regulated market shall not be required to publish a supplement pursuant to Article 23(1) for updating the annual or interim financial information incorporated by reference in a base prospectus that is still valid under Article 12(1).;

deleted

Or. en

Justification

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

Amendment 75

Proposal for a regulation

Article 1 – paragraph 1 – point 18 – point b

Regulation (EU) 2017/1129

Article 20 – paragraph 6b

Text proposed by the Commission

Amendment

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 7 working days for an EU Follow-on prospectus. The issuer shall inform the competent authority at least 5 working days before the date envisaged for the submission of an application for approval.;

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.;

Or. en

Amendment 76

Proposal for a regulation

Article 1 – paragraph 1 – point 18 – point c

Regulation (EU) 2017/1129

Article 20 – paragraph 11 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

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).

Or. en

Justification

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

Amendment 77

Proposal for a regulation

Article 1 – paragraph 1 – point 18 – point d

Regulation (EU) 2017/1129

Article 20 – paragraph 13

Text proposed by the Commission

Amendment

13. Without prejudice to Article 30 of Regulation (EU) No 1095/2010, ESMA shall organise and conduct, at least once every 3 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 [3 years after the date of entry into force of this amending Regulation] and every 3 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.;

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.;

Or. en

Amendment 78

Proposal for a regulation

Article 1 – paragraph 1 – point 19 – point a

Regulation (EU) 2017/1129

Article 21 – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

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 3 working days before the end of the offer.;

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.;

Or. en

Amendment 79

Proposal for a regulation

Article 1 – paragraph 1 – point 20 – point a

Regulation (EU) 2017/1129

Article 23 – paragraph 2 – subparagraph 1

Text proposed by the Commission

Amendment

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 3 working 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.

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.

Or. en

Amendment 80

Proposal for a regulation

Article 1 – paragraph 1 – point 20 – point c

Regulation (EU) 2017/1129

Article 23 – paragraph 3 – subparagraph 2

Text proposed by the Commission

Amendment

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 working day following that on which the supplement is published.

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.

Or. en

Amendment 81

Proposal for a regulation

Article 1 – paragraph 1 – point 20 – point f

Regulation (EU) 2017/1129

Article 23 – paragraph 8

Text proposed by the Commission

Amendment

8. ESMA shall by [2 years after the date of entry into force of this amending 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.;

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.;

Or. en

Amendment 82

Proposal for a regulation

Article 1 – paragraph 1 – point 22

Regulation (EU) 2017/1129

Article 29 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

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 the third country issuer, provided that all of the following conditions are met:

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:

Or. en

Amendment 83

Proposal for a regulation

Article 1 – paragraph 1 – point 22

Regulation (EU) 2017/1129

Article 29 – paragraph 1 – point f

Text proposed by the Commission

Amendment

(f) ESMA has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer in accordance with Article 30.

(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.

Or. en

Amendment 84

Proposal for a regulation

Article 1 – paragraph 1 – point 22

Regulation (EU) 2017/1129

Article 29 – paragraph 2

Text proposed by the Commission

Amendment

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 the third country issuer, provided that all the conditions referred to in points (a) to (f) of paragraph 1 are met and that the offer of securities to the public is accompanied with an admission to trading on either a regulated market or an SME growth market established in the Union.

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.

Or. en

Amendment 85

Proposal for a regulation

Article 1 – paragraph 1 – point 23 – point a

Regulation (EU) 2017/1129

Article 30 – paragraph 1

Text proposed by the Commission

Amendment

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. Those cooperation arrangements shall ensure an efficient exchange of information that allows the competent authorities to carry out their duties under this Regulation.

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.

______________

_______________

*4 Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).’;

Or. en

Justification

ESMA 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.

Amendment 86

Proposal for a regulation

Article 1 – paragraph 1 – point 29

Regulation (EU) 2017/1129

Article 48 – paragraph 1

Text proposed by the Commission

Amendment

1. By 31 December…[5 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.

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.

Or. en

Amendment 87

Proposal for a regulation

Article 2 – paragraph 1 – point -1 (new)

Regulation (EU) No 596/2014

Article 3 – paragraph 1 – point 35 a

Text proposed by the Commission

Amendment

(-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;

Or. en

Justification

The 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.

Amendment 88

Proposal for a regulation

Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) No 596/2014

Article 17 – paragraph 1 – subparagraph 1

Text proposed by the Commission

Amendment

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) where those steps are connected with bringing about a set of circumstances or an event.;

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.’;

Or. en

Amendment 89

Proposal for a regulation

Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) No 596/2014

Article 17 – paragraph 1b

Text proposed by the Commission

Amendment

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. 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.;

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.;

Or. en

Amendment 90

Proposal for a regulation

Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014

Article 17 – paragraph 4

Text proposed by the Commission

Amendment

(c) paragraph 4 is replaced by the following:

deleted

4. An issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met:

(a) immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant;

(b) the inside information that the issuer intends to delay meets the following conditions:

(i) it is not materially different from the previous public announcement of the issuer on the matter to which the inside information refers to;

(ii) it does not regard the fact that the issuer’s financial objectives are not likely to be met, where such objectives were previously publicly announced;

(iii) it is not in contrast with the market’s expectations, where such expectations are based on signals that the issuer has previously sent to the market, including interviews, roadshows or any other type of communication organised by the issuer or with its approval;

(c) the issuer or emission allowance market participant is able to ensure the confidentiality of that information.

Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the decision to delay is taken.;

Or. en

Amendment 91

Proposal for a regulation

Article 2 – paragraph 1 – point 5 – point c a (new)

Regulation (EU) No 596/2014

Article 17 – paragraph 4 a (new)

Text proposed by the Commission

Amendment

(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.

Or. en

Amendment 92

Proposal for a regulation

Article 2 – paragraph 1 – point 5 – point e

Regulation (EU) No 596/2014

Article 17 – paragraph 7 – subparagraph 2

Text proposed by the Commission

Amendment

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 and reliable to indicate that the confidentiality of that information is no longer ensured.;

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.;

Or. en

Amendment 93

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014

Article 18 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

1. Issuers shall:

1. Issuers, and any person acting on their behalf or on their account, shall:

Or. en

Amendment 94

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014

Article 18 – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) draw up a list of all persons who, due to the nature of their function or position within the issuer, have regular access to inside information (permanent insider list);

(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);

Or. en

Amendment 95

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point a

Regulation (EU) No 596/2014

Article 18 – paragraph 1 – point c

Text proposed by the Commission

Amendment

(c) provide the permanent insider list to the competent authority as soon as possible upon its request.;

(c) provide the insider list to the competent authority as soon as possible upon its request.;

Or. en

Amendment 96

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point b

Regulation (EU) No 596/2014

Article 18 – paragraphs 1a and 1b

Text proposed by the Commission

Amendment

(b) the following paragraphs 1a and 1b are inserted:

deleted

1a. Any person acting on the issuer’s behalf or on the issuer’s account shall draw up its own list of all persons having access to inside information that directly concerns that issuer. Paragraph 1, points (b) and (c), shall apply.

1b. By way of derogation from paragraph 1, and where justified by specific national market integrity concerns, Member States may require issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years to draw up a list of all persons having access to inside information and working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, including advisers, accountants or credit rating agencies (full insider list). Paragraph 1, points (b) and (c), shall apply.;

Or. en

Amendment 97

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point c

Regulation (EU) No 596/2014

Article 18 – paragraph 2 – subparagraph 1

Text proposed by the Commission

Amendment

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

deleted

Issuers and any person acting on their behalf or on their account shall request from the persons on the insider list the acknowledgement of their legal and regulatory duties entailed in a durable medium. Persons included in the insider list shall acknowledge their legal and regulatory duties in a durable medium without undue delays.;

Or. en

Amendment 98

Proposal for a regulation

Article 2 – paragraph 1 – point 6 – point d

Regulation (EU) No 596/2014

Article 18 – paragraph 6

Text proposed by the Commission

Amendment

(d) paragraph 6 is deleted;

deleted

Or. en

Amendment 99

Proposal for a regulation

Article 2 – paragraph 1 – point 7– point -a (new)

Regulation (EU) No 596/2014

Article 19 – paragraph 1a a (new)

Text proposed by the Commission

Amendment

(-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.

Or. en

Amendment 100

Proposal for a regulation

Article 2 – paragraph 1 – point 7– point a (new)

Regulation (EU) No 596/2014

Article 19 – paragraph 5

Present text

Amendment

(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. Issuers and emission allowance market participants shall draw up a list of all persons discharging managerial responsibilities and persons closely associated with them.

5. Issuers and emission allowance market participants shall notify the person discharging managerial responsibilities of their obligations under this Article in writing.

Or. en

Amendment 101

Proposal for a regulation

Article 2 – paragraph 1 – point 7 – point a – introductory part

Text proposed by the Commission

Amendment

(a) paragraphs 8 and 9 are replaced by the following:

(a) paragraph 8 is replaced by the following:

Or. en

Amendment 102

Proposal for a regulation

Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014

Article 19 – paragraph 9

Text proposed by the Commission

Amendment

9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 50 000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;

deleted

Or. en

Justification

The threshold for reporting managers’ transactions should be harmonised across the EU for all issuers. There is no reason to have national divergences on this aspect, especially the power to raise this threshold, which could water down market surveillance and insider trading surveillance.

Amendment 103

Proposal for a regulation

Article 2 – paragraph 1 – point 7 – point a a (new)

Regulation (EU) No 596/2014

Article 19 – paragraph 11 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(aa) in paragraph 11, the following subparagraph is added:

‘This paragraph does 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.’

Or. en

Amendment 104

Proposal for a regulation

Article 2 – paragraph 1 – point 7– point b

Regulation (EU) No 596/2014

Article 19 – paragraph 12 – point c

Text proposed by the Commission

Amendment

(c) where those transactions or trade activities do not imply active investment decisions by the person discharging managerial responsibilities, or result from external factors or third parties, or are the exercise of derivatives based on predetermined terms.;

deleted

Or. en

Amendment 105

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014

Article 25a – paragraph 1 – subparagraph 1

Text proposed by the Commission

Amendment

Competent authorities supervising trading venues with a significant cross-border dimension shall, by [12 months from the date of entry into force of this Regulation], set up a mechanism to permit ongoing and timely exchange of order book data referred to in paragraph 2 and collected from those trading venues in accordance with Article 25 of Regulation (EU) No 600/2014 with respect to the instruments traded in such market. Competent authorities may delegate the set-up of the mechanism to ESMA.

Competent authorities supervising trading venues and systemic internalisers with a significant cross-border dimension shall, by ,,, [12 months from the date of entry into force of this Regulation], set up a mechanism to permit ongoing and timely exchange of order book data referred to in paragraph 2 and collected from those trading venues and systemic internalisers in accordance with Article 25 of Regulation (EU) No 600/2014 with respect to the instruments traded in such market. Competent authorities may delegate the set-up of the mechanism to ESMA.

Or. en

Amendment 106

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014

Article 25a – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

Where a competent authority submits a request for data under paragraph 2, the requested competent authority shall provide that data in a timely manner and not later than 1 calendar day from the date of the request. The request for ongoing data from a competent authority may be submitted for a specific set of instruments.

Where a competent authority submits a request for data under paragraph 2, the requested competent authority shall provide that data from the relevant trading venue and systemic internaliser in a timely manner and not later than 1 calendar day from the date of the request. The request for ongoing data from a competent authority may be submitted for a specific set of instruments.

Or. en

Amendment 107

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014

Article 25a – paragraph 2 – introductory part

Text proposed by the Commission

Amendment

2. A competent authority may obtain order book data originating from a trading venue that has a cross-border dimension when that competent authority is the competent authority of the most relevant market referred to in Article 26 of Regulation (EU) No 600/2014 for the following financial instruments:

2. A competent authority may obtain order book data originating from a trading venue or a systematic internaliser that has a cross-border dimension when that competent authority is the competent authority of the most relevant market referred to in Article 26 of Regulation (EU) No 600/2014 for the following financial instruments:

Or. en

Amendment 108

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014

Article 25a – paragraph 3 – subparagraph 1

Text proposed by the Commission

Amendment

A Member State may decide that its competent authority participates in the mechanism set up pursuant to paragraph 1 even if none of the trading venues under the supervision of such competent authority has a significant cross-border dimension. Such decision shall be communicated to ESMA which shall make it public on its website.

A Member State may decide that its competent authority participates in the mechanism set up pursuant to paragraph 1 even if none of the trading venues and systematic internalisers under the supervision of such competent authority has a significant cross-border dimension. Such decision shall be communicated to ESMA which shall make it public on its website.

Or. en

Amendment 109

Proposal for a regulation

Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014

Article 25a – paragraph 5

Text proposed by the Commission

Amendment

5. The Commission is empowered to adopt delegated acts to establish a list of designated trading venues that have a significant cross-border dimension in the supervision of market abuse, by taking into account at least the market share of the trading venues on the instruments. The Commission shall review such list at least every 4 years.

5. The Commission is empowered to adopt delegated acts to establish a list of designated trading venues and systematic internalisers that have a significant cross-border dimension in the supervision of market abuse, by taking into account at least the market share of the trading venues and systematic internalisers on the instruments. The Commission shall review such list at least every 4 years.

Or. en

Justification

The 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 also be able to access data from trading venues and systematic internalisers.

Amendment 110

Proposal for a regulation

Article 2 – paragraph 1 – point 16 – point a

Regulation (EU) No 596/2014

Article 38 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

By [5 years after entry into force of this amending Regulation], the Commission shall submit a report to the European Parliament and to the Council on the application of this Regulation, together with a legislative proposal to amend it if appropriate. That report shall assess, inter alia:;

By ... [three years after entry into force of this Regulation], the Commission shall submit a report to the European Parliament and to the Council on the application of this Regulation, together with a legislative proposal to amend it if appropriate. That report shall assess, inter alia:;

Or. en

Justification

The Rapporteur adopts the approach across the Report that it is essential to be quick in dealing with CMU issues especially when updating the market with new rules and guidelines.

EXPLANATORY STATEMENT

The Rapporteur welcomes the Commission’s proposal for the Listing Act and its designed overhaul of the current EU framework for company listings.

As part of this proposal, a package of reviews to existing pieces of legislation is in front of us.

The Commission proposals comprise the following:

 A proposal to amend (i) the Prospectus Regulation to harmonise requirements for the drawing up, approval, and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (2017/1129), (ii) the regulation on market abuse (MAR) aimed at preventing and detecting market abuse, market manipulation and insider dealing (596/2014), and (iii) the regulation on markets in financial instruments (MiFIR), which provides a legal framework for securities markets, investment intermediaries, and trading venues (600/2014);

 A proposal to amend the directive on markets in financial instruments, MiFID II, designed to regulate financial markets and improve protections for investors (2014/65/EU), and to repeal the Listing Directive coordinating the conditions for admission of securities to official stock exchange listings and the information to be published on those securities (2001/34/EC);

 A proposal for a new directive on multiple-vote share structures in companies that seek the admission to trading of their shares on an SME growth market. The proposal aims to address the regulatory burden faced by companies during the phase preceding the initial public offering (IPO) and the imbalance across the EU when choosing appropriate governance structures when they list (2022/0406).

As a general approach, the Rapporteur approves simplification and standardisation of the listing framework in the EU, as long as this is not to the detriment of investors and/or the market. There is a general acceptance from all sides: work on the CMU has fallen too far behind, and it is not delivering results.

The EU capital market continues to lose ground when compared to other continent-wide markets. In relative terms but not only, the share of market capitalisation worldwide has been shrinking these last three years, and this with Brexit taken into account.

The Listing Act aims to reduce regulatory burdens, generally perceived as one of the main obstacles to progress towards a flourishing EU capital market. A reduction in regulatory burdens associated with listing must, however, not come at the expense of keeping strong investor protection rules in place.

In the spirit of attaining a balanced approach, the Rapporteur has met with a great number of market participants and regulators. On this basis, the Rapporteur is proposing to amend the Commission’s proposal on a number of elements while maintaining and enhancing its main raison d’etre.

The major changes relate to the following issues: threshold for prospectus requirements; length of the prospectus; strengthening of ESG requirements; MAR’s revision on insiders; proposed changes to the Mifid II Directive; and the widening of the Multiple Voting Structure Directive.

Threshold for prospectus requirements

The Rapporteur believes that due to the current European market architecture, a uniform EUR 12 million threshold for exempting small offers of securities to the public from the obligation to publish a prospectus is not in the best interest of maintaining satisfactory regulation over the market at national level. Therefore, it is proposed to adopt the Commission’s approach on the sequencing of the prospectus, to also allow an increase of the threshold to EUR 12 million but at the same time giving flexibility to Member States to adopt lower thresholds with a minimum of EUR 5 million threshold.

Length of the prospectus

As part of the Listing Act proposal, the Commission is attempting to create an EU-level standardisation for prospectuses. This approach is generally welcomed by the Rapporteur. He fully agrees with the view that a uniform structure based on sequencing is ideal for all players on the market since it makes prospectuses more readable and comprehensible for both retail and professional investors.

Yet, the Commission also seeks to introduce a blanket length limit at 300 pages for prospectuses in order, it claims, to make it easier for retail investors to read such prospectuses. The Rapporteur recognises that prospectuses are lengthy and possibly unreadable for the average retail investor. Yet, data shows that retail investors do not read prospectuses, even in countries where prospectuses are lower than 300 pages. The prospectus in fact remains a professional document prepared for professional investors. It is seen as an instrument that covers issuers for legal liability, mostly read by professional investors or advisors operating out of investing funding agencies. They have, or should have, no problem with reading and understanding prospectuses, no matter their length. For these stated reasons, the Rapporteur adopts the Commission’s view on the sequencing of prospectuses while suggesting to remove page limits on prospectus documents.

Strengthening of ESG requirements

The Rapporteur welcomes the inclusion of ESG rules in the proposed framework, and is of the view that the placement of ESG rules needs to be strengthened in the prospectus presentation and elsewhere. Changes to the prospectus regulation must, in the Rapporteur’s view, remain coherent with the ongoing general EU reform commitment across this essential policy area, about which there is wide-ranging agreement.

MAR’s revision on insiders

The Listing Act’s proposals for changes to the MAR are generally welcomed although the Rapporteur recognises the controversial nature of the Commission’s proposed revision on insiders and how to identify and monitor them. Here, the Rapporteur notes ESMA’s warning regarding the simplifications being proposed, which could harm the capacity of national supervisors to easily enforce the rules against market abuse. Therefore, the Draft Report proposes the removal of the Commission’s text on insiders list.

Proposed changes to the Mifid II Directive

On a general note, the Rapporteur welcomes the elements introduced by the Commission to the Mifid II Directive and in this context recognises the efforts aimed at facilitating the listing of companies.

With the aim of improving on the Commission’s proposals, the Rapporteur introduces the idea of regulatory technical standards by ESMA to establish an EU harmonised code of conduct for issuer-sponsored research. Furthermore, in view of reducing the risks of fragmentation of liquidity, the Rapporteur, extends the issuer non-objection requirement concerning the admission to trading of an instrument already admitted on SME Growth Markets, to any trading venue.

Widening of Multiple Voting Structures while safeguarding investors

The Commission’s proposal for this Directive is that companies should be able to choose governance structures that best suit their development stage. The Rapporteur agrees with the approach with some proposed adjustments.

Specifically, in order to increase the attractiveness of listing in the EU, the option for multiple voting structures should not be limited to SME growth markets but expanded to all regulated markets. Furthermore, in order to maintain a high level of trust in the market, the Rapporteur introduces a set of obligatory safeguards including a limited voting ratio and a 10-year (definite time-set) sunset clause.