On 30 November 2015, the European Commission proposed a new Prospectus Regulation to repeal and replace the Prospectus Directive.

Amendments to be made by the new Prospectus Regulation include:

  • A higher threshold of capital raisings of €500,000 or above before companies must issue a prospectus. Member states will be able to set higher thresholds with the option to exempt offers to securities to the public from the prospectus requirement where such offer is only made within that member state and the total consideration does not exceed €10 million;
  • A 'lighter prospectus' for small and medium-sized enterprises ("SMEs"). SMEs with a market capitalisation of under €200 million and with no securities admitted to trading on a regulated market would be allowed to prepare a distinct prospectus;
  • A simplified prospectus for companies already listed on the public market who are making a secondary issuance;
  • A new prospectus summary;
  • A new annual 'universal registration document' which would contain all the necessary information on a company wanting to list shares or issue debt. Issuers who maintain this document would benefit from a five day fast track approval when issuing shares, bonds or derivatives; and
  • A single access point for all EU prospectuses (likely to be ESMA).

Further information on the proposal is available here: http://ec.europa.eu/finance/securities/prospectus/index_en.htm

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