What changed, Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on…

+ ## CHAPTER I — GENERAL PROVISIONS
− ## CHAPTER I / **GENERAL PROVISIONS**
− 
− Subject matter, scope and exemptions
+ **4.** The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:(a) an offer of securities addressed solely to qualified investors;(b) an offer of securities addressed to fewer than 150 natural or legal persons…
− **4.** The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public:(a) an offer of securities addressed solely to qualified investors;(b) an offer of securities addressed to fewer than 150 natural or legal persons…
+ **5.** The obligation to publish a prospectus set out in Article 3(3) shall not apply to the admission to trading on a regulated market of any of the following:(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a perio…
− **5.** The obligation to publish a prospectus set out in Article 3(3) shall not apply to the admission to trading on a regulated market of any of the following:(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a perio…
+ **6a.** The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the tak…
− **6a.** The exemptions set out in point (f) of paragraph 4 and in point (e) of paragraph 5 shall only apply to equity securities, and only in the following cases:(a) the equity securities offered are fungible with existing securities already admitted to trading on a regulated market prior to the tak…
− 
− Definitions
− 
− Obligation to publish a prospectus and exemption
− Voluntary prospectus
− 
− 
− Subsequent resale of securities
+ ## CHAPTER II — DRAWING UP OF THE PROSPECTUS
− ## CHAPTER II / **DRAWING UP OF THE PROSPECTUS**
− 
− The prospectus
− The prospectus summary
− 
− 
− The base prospectus
− The universal registration document
− 
+ **3.** Issuers which, prior to 21 July 2019, have had a registration document, drawn up in accordance with Annex I to Commission Regulation (EC) No 809/2004 (8), approved by a competent authority for at least two consecutive financial years and have thereafter filed, in accordance with Article 12(3)…
− **3.** Issuers which, prior to 21 July 2019, have had a registration document, drawn up in accordance with Annex I to Commission Regulation (EC) No 809/2004 (7), approved by a competent authority for at least two consecutive financial years and have thereafter filed, in accordance with Article 12(3)…
− 
− Prospectuses consisting of separate documents
− Responsibility attaching to the prospectus
− 
− Validity of a prospectus, registration document and universal registration document
− 
+ ## CHAPTER III — THE CONTENT AND FORMAT OF THE PROSPECTUS
− ## CHAPTER III / **THE CONTENT AND FORMAT OF THE PROSPECTUS**
− 
− Minimum information and format
− 
− Simplified disclosure regime for secondary issuances
+ **2.** By way of derogation from Article 6(1), and without prejudice to Article 18(1), the simplified prospectus shall contain the relevant reduced information which is necessary to enable investors to understand:(a) the prospects of the issuer and the significant changes in the business and the fin…
− **2.** By way of derogation from Article 6(1), and without prejudice to Article 18(1), the simplified prospectus shall contain the relevant reduced information which is necessary to enable investors to understand:(a) the prospects of the issuer and the significant changes in the business and the fin…
+ **3.** The information contained in the EU Recovery 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 …
− **3.** The information contained in the EU Recovery 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 …
− 
− EU Growth prospectus
− Risk factors
− 
− Final offer price and amount of securities
− 
− 
− Omission of information
+ **1.** Information may be incorporated by reference in a 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:(a) documents which have been appr…
− Incorporation by reference
− 
− **1.** Information may be incorporated by reference in a 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:(a) documents which have been appr…
+ ## CHAPTER IV — ARRANGEMENTS FOR APPROVAL AND PUBLICATION OF THE PROSPECTUS
− ## CHAPTER IV / **ARRANGEMENTS FOR APPROVAL AND PUBLICATION OF THE PROSPECTUS**
− Scrutiny and approval of the prospectus
− 
− 
− Publication of the prospectus
− 
− Advertisements
− 
− Supplements to the prospectus
+ ## CHAPTER V — CROSS-BORDER OFFERS AND ADMISSIONS TO TRADING ON A REGULATED MARKET AND USE OF LANGUAGES
− ## CHAPTER V / **CROSS-BORDER OFFERS AND ADMISSIONS TO TRADING ON A REGULATED MARKET AND USE OF LANGUAGES**
− 
− Union scope of approvals of prospectuses
− 
− Notification of prospectuses and supplements and communication of final terms
− 
− Notification of registration documents or universal registration documents
− Use of language
− 
+ ## CHAPTER VI — SPECIFIC RULES IN RELATION TO ISSUERS ESTABLISHED IN THIRD COUNTRIES
− ## CHAPTER VI / **SPECIFIC RULES IN RELATION TO ISSUERS ESTABLISHED IN THIRD COUNTRIES**
− 
− Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with this Regulation
− 
− Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with the laws of a third country
− 
− Cooperation with third countries
+ **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of Member States shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in t…
− **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of Member States shall conclude cooperation arrangements with supervisory authorities of third countries concerning the exchange of information with supervisory authorities in t…
+ ## CHAPTER VII — ESMA AND COMPETENT AUTHORITIES
− ## CHAPTER VII / **ESMA AND COMPETENT AUTHORITIES**
− Competent authorities
− 
+ **1.** In order to fulfil their duties under this Regulation, competent authorities shall have, in accordance with national law, at least the following supervisory and investigatory powers:(a) to require issuers, offerors or persons asking for admission to trading on a regulated market to include in…
− Powers of competent authorities
− **1.** In order to fulfil their duties under this Regulation, competent authorities shall have, in accordance with national law, at least the following supervisory and investigatory powers:(a) to require issuers, offerors or persons asking for admission to trading on a regulated market to include in…
− 
− 
− Cooperation between competent authorities
− 
− Cooperation with ESMA
− 
− Professional secrecy
− Data protection
− 
− 
− Precautionary measures
+ ## CHAPTER VIII — ADMINISTRATIVE SANCTIONS AND OTHER ADMINISTRATIVE MEASURES
− ## CHAPTER VIII / **ADMINISTRATIVE SANCTIONS AND OTHER ADMINISTRATIVE MEASURES**
− 
− Administrative sanctions and other administrative measures
− 
− Exercise of supervisory powers and powers to impose sanctions
− Right of appeal
− 
− Reporting of infringements
− 
− 
− Publication of decisions
− 
− Reporting sanctions to ESMA
+ ## CHAPTER IX — DELEGATED AND IMPLEMENTING ACTS
− ## CHAPTER IX / **DELEGATED AND IMPLEMENTING ACTS**
− 
− Exercise of the delegation
− 
− Committee procedure
+ **1.** The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (17). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.
− **1.** The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (16). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.
+ ## CHAPTER X — FINAL PROVISIONS
− ## CHAPTER X / **FINAL PROVISIONS**
− Repeal
− 
− ESMA report on prospectuses
− 
− Review
− 
− 
− Entry into force and application
− 
− This Regulation shall be binding in its entirety and directly applicable in all Member States.
− 
− ### ANNEX I
− 
− 
− 
− ### PROSPECTUS
− 
− I. Summary
− 
− II. Identity of directors, senior management, advisers and auditors
− 
− The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
− 
− III. Offer statistics and expected timetable
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− The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.
− 
− A. Offer statistics
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− B. Method and expected timetable
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− IV. Essential information
− 
− The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial da…
− 
− A. Selected financial data
− 
− B. Capitalisation and indebtedness (for equity securities only)
− 
− C. Reasons for the offer and use of proceeds
− 
− D. Risk factors
− 
− V. Information on the company
− 
− The purpose is to provide information about the company’s business operations, the products it makes or the services it provides, and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plant and equipm…
− 
− A. History and development of the company
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− B. Business overview
− 
− C. Organisational structure
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− D. Property, plant and equipment
− 
− VI. Operating and financial review and prospects
− 
− The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material eff…
− 
− A. Operating results
− 
− B. Liquidity and capital resources
− 
− C. Research and development, patents and licences, etc.
− 
− D. Trends
− 
− VII. Directors, senior management and employees
− 
− The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
− 
− A. Directors and senior management
− 
− B. Remuneration
− 
− C. Board practices
− 
− D. Employees
− 
− E. Share ownership
− 
− VIII. Major shareholders and related-party transactions
− 
− The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding the transactions the company has entered into with persons affiliated with the company and whether the terms of such transact…
− 
− A. Major shareholders
− 
− B. Related-party transactions
− 
− C. Interests of experts and advisers
− 
− IX. Financial information
− 
− The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit …
− 
− A. Consolidated statements and other financial information
− 
− B. Significant changes
− 
− X. Details of the offer and admission to trading details
− 
− The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.
− 
− A. Offer and admission to trading
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− B. Plan for distribution
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− C. Markets
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− D. Holders of securities who are selling
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− E. Dilution (for equity securities only)
− 
− F. Expenses of the issue
− 
− XI. Additional information
− 
− The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
− 
− A. Share capital
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− B. Memorandum and articles of association
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− C. Material contracts
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− D. Exchange controls
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− E. Warning on tax consequences
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− F. Dividends and paying agents
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− G. Statement by experts
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− H. Documents on display
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− I. Subsidiary information
− 
− ### ANNEX II
− 
− 
− 
− ### REGISTRATION DOCUMENT
− 
− I. Identity of directors, senior management, advisers and auditors
− 
− The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
− 
− II. Essential information about the issuer
− 
− The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial da…
− 
− A. Selected financial data
− 
− B. Capitalisation and indebtedness (for equity securities only)
− 
− C. Risk factors relating to the issuer
− 
− III. Information on the company
− 
− The purpose is to provide information about the company’s business operations, the products it makes or the services it provides and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plants and equipm…
− 
− A. History and development of the company
− 
− B. Business overview
− 
− C. Organisational structure
− 
− D. Property, plants and equipment
− 
− IV. Operating and financial review and prospects
− 
− The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material eff…
− 
− A. Operating results
− 
− B. Liquidity and capital resources
− 
− C. Research and development, patents and licences, etc.
− 
− D. Trends
− 
− V. Directors, senior management and employees
− 
− The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
− 
− A. Directors and senior management
− 
− B. Remuneration
− 
− C. Board practices
− 
− D. Employees
− 
− E. Share ownership
− 
− VI. Major shareholders and related-party transactions
− 
− The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding the transactions the company has entered into with persons affiliated with the company and whether the terms of such transact…
− 
− A. Major shareholders
− 
− B. Related-party transactions
− 
− C. Interests of experts and advisers
− 
− VII. Financial information
− 
− The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit …
− 
− A. Consolidated statements and other financial information
− 
− B. Significant changes
− 
− VIII. Additional information
− 
− The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
− 
− A. Share capital
− 
− B. Memorandum and articles of association
− 
− C. Material contracts
− 
− D. Statement by experts
− 
− E. Documents on display
− 
− F. Subsidiary information
− 
− ### ANNEX III
− 
− 
− 
− ### SECURITIES NOTE
− 
− I. Identity of directors, senior management, advisers and auditors
− 
− The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
− 
− II. Offer statistics and expected timetable
− 
− The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.
− 
− A. Offer statistics
− 
− B. Method and expected timetable
− 
− III. Essential information about the issuer
− 
− The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial da…
− 
− A. Capitalisation and indebtedness (for equity securities only)
− 
− B. Information concerning working capital (for equity securities only)
− 
− C. Reasons for the offer and use of proceeds
− 
− D. Risk factors
− 
− IV. Essential information about the securities
− 
− The purpose is to provide essential information about the securities to be offered to the public and/or admitted to trading.
− 
− A. A description of the type and class of the securities being offered to the public and/or admitted to trading
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− B. Currency of the securities issued
− 
− C. The relative seniority of the securities in the issuer’s capital structure in the event of the issuer’s insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014…
− 
− D. The dividend payout policy, provisions relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained
− 
− E. A description of any rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights
− 
− V. Interests of experts
− 
− The purpose is to provide information regarding transactions the company has entered into with experts or advisers employed on a contingent basis.
− 
− VI. Details of the offer and admission to trading
− 
− The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.
− 
− A. Offer and admission to trading
− 
− B. Plan for distribution
− 
− C. Markets
− 
− D. Selling securities holders
− 
− E. Dilution (for equity securities only)
− 
− F. Expenses of the issue
− 
− VII. Additional information
− 
− The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
− 
− A. Exchange controls
− 
− B. Warning on tax consequences
− 
− C. Dividends and paying agents
− 
− D. Statement by experts
− 
− E. Documents on display
− 
− ### ANNEX IV
− 
− 
− 
− ### REGISTRATION DOCUMENT FOR THE EU GROWTH PROSPECTUS
− 
− I. Responsibility for the registration document
− 
− The purpose is to identify the issuer and its representatives and other individuals involved in the company’s offer; these are the persons responsible for drawing up the registration document.
− 
− II. Strategy, performance and business environment
− 
− The purpose is to inform about the company’s strategy and objectives related to development and future performance and to provide information about the company’s business operations, the products it makes or the services it provides, its investments and the factors which affect the business. Further…
− 
− III. Corporate governance
− 
− The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
− 
− IV. Financial statements and key performance indicators
− 
− The purpose is to specify which financial statements and key performance indicators must be included in the document covering the two latest financial years (for equity securities) or the last financial year (for non-equity securities) or such shorter period during which the issuer has been in opera…
− 
− V. Operating and financial review (only for equity securities issued by companies with market capitalisation above EUR 200 000 000 ).
− 
− The purpose is to provide information about the financial condition and operating results if the reports, presented and prepared in accordance with Articles 19 and 29 of Directive 2013/34/EU for the periods covered by the historical financial information, are not included in the EU Growth prospectus…
− 
− VI. Shareholders’ information
− 
− The purpose is to provide information about legal and arbitration proceedings, conflicts of interest and related-party transactions as well as information on the share capital.
− 
− ### ANNEX V
− 
− 
− 
− ### SECURITIES NOTE FOR THE EU GROWH PROSPECTUS
− 
− I. Responsibility for the securities note
− 
− The purpose is to identify the issuer and its representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus.
− 
− II. Statement of capitalisation and indebtedness (only for equity securities issued by companies with market capitalisation above EUR 200 000 000 ) and working capital statement (only for equity securities).
− 
− The purpose is to provide information on the issuer’s capitalisation and indebtedness and information as to whether the working capital is sufficient to meet the issuer’s present requirements or, if not, how the issuer proposes to provide the additional working capital needed.
− 
− III. Terms and conditions of the securities
− 
− The purpose is to provide essential information regarding the terms and conditions of the securities and a description of any rights attached to the securities. Furthermore, the risk factors specific to the securities must be included.
− 
− IV. Details of the offer and expected timetable
− 
− The purpose is to provide information regarding the offer and, where applicable, the admission to trading on an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for d…
− 
− V. Information on the guarantor
− 
− The purpose is to provide information on the guarantor of the securities where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.
− 
− ### ANNEX Va
− 
− 
− 
− ### MINIMUM INFORMATION TO BE INCLUDED IN THE EU RECOVERY PROSPECTUS
− 
− I. **Summary**
… diff truncated at 500 changed lines …