On 15 September 2016, the European Parliament resolved to adopt amendments to the European Commission's proposal for a new Prospectus Regulation to replace the current Prospectus Directive. The principal amendments relate to the following areas:
- Scope: the Regulation shall not apply to offers of securities to fewer than 350 persons per Member State and to a total of no more than 4,000 persons across all Member States. The Regulation shall also not apply to offers of securities where the total consideration in the EU is less than €1,000,000, calculated over a 12 month time period.
- Exemptions: where the total consideration of an offer of securities in the EU does not exceed €5,000,000, calculated over a 12 month time period, a Member State can decide to exempt such an offer from the prospectus requirement.
- Prospectus Summary: a competent authority, in exceptional circumstances, may allow an issuer to produce a longer summary of up to ten (instead of sx) sides of A4 paper where the complexity of the issuer's activities so requires. Further, there will be no requirement for a summary for a prospectus relating to the admission of non-equity securities on a regulated market to qualified investors only.
- EU Growth Prospectus: the new Regulation introduces a new concept of an 'EU growth prospectus' for the proportionate disclosure regime set out in Article 15. An EU growth prospectus will be in a standardised format and have fewer content requirements.
The European Parliament's full proposal can be accessed here:
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
