On 18 April 2019, the European Parliament resolved to adopt, with amendments, the European Commission's proposed Regulation to amend both MAR and the new Prospectus Regulation (PR) in relation to the promotion of the use of SME growth markets, as covered in our Q2 2018 G&SL newsletter at page 4.
The aim of the proposed Regulation is to promote the use of SME growth markets by relaxing the regulatory requirements that apply to it, thereby reducing compliance costs and the administrative burden.
The amendments to the Commission's proposal include:
- To MAR: Clarification that the obligation to establish insider lists rests with both issuers and persons acting on their behalf.
- To MAR: Giving member states the option to require SME growth market issuers to provide more extensive insider lists of all persons with access to information.
- To MAR: Giving issuers two business days from receipt of a PDMR (person discharging managerial responsibilities) notification to make public the information in that notice.
- To PR: The introduction of a requirement to draft a prospectus for a non-listed issuer seeking admission to trading following an exchange offer, merger or division.
- To PR: Extending the simplified prospectus regime to an issuer whose securities have been offered to the public and admitted to trading on an SME growth market continuously for at least two years with full compliance and which seeks admission to a regulated market of securities fungible with previously issued securities.
- To PR: The addition of a new category of entities who may opt to draw up an EU growth prospectus which includes issuers (other than SMEs) offering shares to the public at the same time as seeking the admission of those shares to an SME growth market, provided they have no shares already admitted to trading on an SME growth market and the product of the two stipulated components is less than EUR 200 million.
The European Parliament's resolution and adopted text is available here.
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