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

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

ECON-PR-749153

Committee on Economic and Monetary Affairs · Rapporteur: Alfred Sant

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The draft report sets out Parliament's position on the Commission proposal to amend the Prospectus Regulation, the Market Abuse Regulation and the Markets in Financial Instruments Regulation to make public capital markets more attractive and ease access to capital for SMEs. It proposes changes to prospectus thresholds, removes page limits on prospectuses, strengthens ESG disclosure, deletes the Commission's insider-list changes, and widens the scope of order book data exchange. It also amends rules on the EU Follow-on prospectus, the EU Growth issuance document, risk factors, withdrawal rights, third-country issuer access and ESMA guidelines.

Committee position. The rapporteur proposes to amend the Commission proposal by removing page limits on prospectuses, allowing Member States to set a lower exemption threshold of EUR 5 000 000, strengthening ESG requirements, deleting the Commission's insider-list changes, and widening order book data exchange to systematic internalisers.

Key points

  1. Member States may exempt offers of securities to the public from the prospectus obligation where the total aggregated consideration in the Union is less than EUR 5 000 000 per issuer or offeror over 12 months.
  2. Member States must notify the Commission and ESMA whether they apply the EUR 5 000 000 exemption threshold or adopt the EUR 12 000 000 threshold.
  3. The exemption for offers of securities fungible with securities already admitted to trading on the same market applies where they represent less than 40% over 12 months, subject to conditions on complex financial history, significant financial commitment, insolvency and delayed disclosure.
  4. The Commission's proposed exemptions for offers of fungible securities admitted for at least 18 months, and the related Annex IX document, are deleted.
  5. ESMA must develop regulatory technical standards on how the cumulated amount of offers over the preceding 12 months is computed for the monetary thresholds.
  6. The maximum page limits for prospectuses, EU Follow-on prospectuses and EU Growth issuance documents are removed; these documents must instead be presented on A4-sized paper in an easy-to-read layout.
  7. The prospectus summary may be presented in charts, graphs or tables, with a page limit of seven sides of A4-sized paper and a font size no smaller than 11.
  8. Issuers must include in the summary the proportion of EU taxonomy-aligned activities financed and the proportion of investment used to finance coal, oil and gas activities.
  9. The Commission must coordinate ESG disclosure requirements with the European Green Bonds Regulation.
  10. The Commission's proposed changes to insider lists under the Market Abuse Regulation are deleted; issuers and persons acting on their behalf must draw up insider lists of all persons with access to inside information.
  11. The threshold for reporting managers' transactions is harmonised across the EU; the power for competent authorities to raise it to EUR 50 000 is deleted.
  12. Competent authorities supervising trading venues and systematic internalisers with a significant cross-border dimension must set up a mechanism for ongoing exchange of order book data, with data provided within 1 calendar day of a request.

Who is affected

  • Issuers of securities, including SMEs, who benefit from simplified prospectus rules and exemptions.
  • Investors, who receive a summary with a page limit and additional ESG information.
  • Member States, which may set exemption thresholds and must notify the Commission and ESMA.
  • Competent authorities, which must exchange order book data and may not demand additional documentation beyond specified articles.
  • Third-country issuers, who may offer securities to the public in the Union without an accompanying admission to trading.

Figures and deadlines

  • EUR 5 000 000 per issuer or offeror over 12 months: exemption threshold Member States may apply.
  • EUR 12 000 000: alternative exemption threshold Member States may adopt.
  • 40%: maximum proportion of fungible securities over 12 months for the exemption.
  • seven sides of A4-sized paper: page limit for the prospectus summary.
  • font size of 11: minimum font size for the prospectus summary.
  • 1 calendar day: deadline for providing order book data upon request.
  • 18 months: deadline for ESMA to develop guidelines on supplements introducing a new type of security.
  • two business days: withdrawal period after final offer price or amount is filed.

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