What changed, Regulation (EU) 2017/1129

+ **1.** Without prejudice to Article 1(4) and to paragraphs 2 and 2a of this Article, securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.
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+ **2.** Without prejudice to Article 4, offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that:(a) such offers are not subject to notification in accordance with Article 25;(b) the total aggregated consideration in the Uni…
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+ **2a.** By way of derogation from paragraph 2, point (b), Member States may exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that the total aggregated consideration in the Union for the securities offered is less than EUR 5 000 000…
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+ **2b.** Member States shall notify the Commission and ESMA where they decide to adopt the exemption threshold of EUR 5 000 000 laid down in paragraph 2a. Member States shall also notify the Commission and ESMA where they subsequently decide to adopt instead the exemption threshold of EUR 12 000 000 …
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+ **2c.** The total aggregated consideration for the securities offered to the public, as referred to in paragraph 2, point (b), and in paragraph 2a, shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made…
− **1.** Without prejudice to Article 1(4), securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.
+ **2d.** Where an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to paragraph 2, point (b), or paragraph 2a, a Member State may require the issuer to file and make available to the public in accordance with the arrangements set out in Article 21(2) …
− **2.** Without prejudice to Article 4, a Member State may decide to exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that:(a) such offers are not subject to notification in accordance with Article 25; and(b) the total consideration…
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+ **2.** The prospectus shall be a document of a standardised format and the information disclosed in a prospectus shall be presented in a standardised sequence, in accordance with the delegated acts referred to in Article 13(1). The information in a prospectus shall be written and presented in an eas…
+ By way of derogation from the first subparagraph, from paragraphs 4 and 5 and from the requirements set out in the implementing technical standards adopted pursuant to paragraph 8 of this Article, information included in a universal registration document may be included without regard to the standar…
− **2.** The information in a prospectus shall be written and presented in an easily analysable, concise and comprehensible form, taking into account the factors set out in the second subparagraph of paragraph 1.
+ **4.** A prospectus that relates to shares shall be of a maximum length of 300 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
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+ **5.** The summary, the information incorporated by reference in accordance with Article 19, the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Commission Delegated Regulation (EU)…
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+ **6.** By way of derogation from paragraph 2, first subparagraph, and paragraphs 4 and 5, when securities are to be admitted to trading on a regulated market in the Union and are simultaneously offered to or privately placed with investors in a third country where an offering document is prepared un…
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+ **7.** ESMA shall develop guidelines on comprehensibility and on the use of plain language in prospectuses to ensure that the information provided therein is concise, clear and user friendly depending on the type of prospectus and the type of investors targeted.
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+ **8.** ESMA shall develop draft implementing technical standards to specify the template and layout of prospectuses, including the font size and style requirements, depending on the type of prospectus and the type of investors targeted.
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+ ESMA shall submit those draft implementing technical standards to the Commission by 5 December 2025.
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+ Power is delegated to the Commission to supplement this Regulation by adopting the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.
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+ Without prejudice to the first subparagraph of this paragraph, the summary may present or summarise information in the form of charts, graphs or tables.
+ **4.** ►M5 The summary shall be made up of the following four sections in the following order:** ◄ **(a) an introduction, containing warnings;(b) key information on the issuer;(c) key information on the securities;(d) key information on the offer of securities to the public and/or the admission to t…
− **4.** The summary shall be made up of the following four sections:(a) an introduction, containing warnings;(b) key information on the issuer;(c) key information on the securities;(d) key information on the offer of securities to the public and/or the admission to trading on a regulated market.
+ **5.** ►M5 The section referred to in paragraph 4, point (a), shall contain the following information in the following order:** ◄ **(a) the name and international securities identification number (ISIN) of the securities;(b) the identity and contact details of the issuer, including its legal entity …
− **5.** The section referred to in point (a) of paragraph 4 shall contain:(a) the name and international securities identification number (ISIN) of the securities;(b) the identity and contact details of the issuer, including its legal entity identifier (LEI);(c) where applicable, the identity and con…
+ **6.** ►M5 The section referred to in paragraph 4, point (b), shall contain the following information in the following order:** ◄ **(a) under a sub-section entitled ‘Who is the issuer of the securities?’, a brief description of the issuer of the securities, including at least the following:(i) its d…
− **6.** The section referred to in point (b) of paragraph 4 shall contain the following information:(a) under a sub-section entitled ‘Who is the issuer of the securities?’, a brief description of the issuer of the securities, including at least the following:(i) its domicile and legal form, its LEI, …
+ **7.** ►M5 The section referred to in paragraph 4, point (c), shall contain the following information in the following order:** ◄ **(a) under a sub-section entitled ‘What are the main features of the securities?’, a brief description of the securities being offered to the public and/or admitted to t…
− **7.** The section referred to in point (c) of paragraph 4 shall contain the following information:(a) under a sub-section entitled ‘What are the main features of the securities?’, a brief description of the securities being offered to the public and/or admitted to trading on a regulated market incl…
+ **8.** ►M5 The section referred to in paragraph 4, point (d), shall contain the following information in the following order:** ◄ **(a) under a sub-section entitled ‘Under which conditions and timetable can I invest in this security?’, where applicable, the general terms, conditions and expected tim…
− **8.** The section referred to in point (d) of paragraph 4 shall contain the following information:(a) under a sub-section entitled ‘Under which conditions and timetable can I invest in this security?’, where applicable, the general terms, conditions and expected timetable of the offer, the details …
+ **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 (10), 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 (8), approved by a competent authority for at least two consecutive financial years and have thereafter filed, in accordance with Article 12(3)…
+ **1.** By 5 June 2026, the Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the standardised format and standardised sequence of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to …
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+ **1a.** For the purposes of paragraph 1, second subparagraph, point (g), when setting out the various prospectus schedules, the following shall apply:(a) the prospectus for a European Green Bond as referred to in Article 1, point (a), of Regulation (EU) 2023/2631 of the European Parliament and of th…
− **1.** The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the format of the prospectus, the base prospectus and the final terms, and the schedules defining the specific information to be included in a prospectus, including LEIs and ISINs, …
+ **2.** ►M5 The Commission shall by 5 June 2026 adopt delegated acts in accordance with Article 44 to supplement this Regulation by setting out the schedule specifying the minimum information to be included in the universal registration document.** ◄ **Such a schedule shall ensure that the universal …
− **2.** The Commission shall, by 21 January 2019, adopt delegated acts in accordance with Article 44 to supplement this Regulation by setting out the schedule defining the minimum information to be included in the universal registration document.Such a schedule shall ensure that the universal registr…
+ **3.** The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision, taking into account the regulated information that has already been disclosed to…
− **3.** The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision, taking into account the regulated information that has already been disclosed to…
+ **1.** Information that is to be included in a prospectus pursuant to this Regulation and to the delegated acts adopted on the basis of it, may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling t…
− **1.** Information that is to be included in a prospectus pursuant to this Regulation and to the delegated acts adopted on the basis of it, may be incorporated by reference in that prospectus where it has been previously or simultaneously published electronically, drawn up in a language fulfilling t…
+ **1.** From 10 July 2026, when making public any information referred to in Article 1(4) points (f) and (g), Article 1(5) first subparagraph, points (e) and (f), Articles 8(5), 9(4), 10(2), 17(2), 21(1), 21(9) and 23(1) of this Regulation, the issuer, the offeror or the person asking for admission t…
− **1.** From 10 July 2026, when making public any information referred to in Article 1(4) points (f) and (g), Article 1(5) first subparagraph, points (e) and (f), Articles 8(5), 9(4), 10(2), 17(2), 21(1), 21(9) and 23(1) of this Regulation, the issuer, the offeror or the person asking for admission t…
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+ **1.** Where an offer of securities to the public is made or admission to trading on a regulated market is sought only in the home Member State, the prospectus shall be drawn up either in a language accepted by the competent authority of the home Member State or in a language customary in the sphere…
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+ By way of derogation from the first subparagraph, a Member State may opt out and require that the prospectus for an offer of securities to the public or an admission to trading on a regulated market which is sought only in that Member State is drawn up in a language accepted by the competent authori…
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+ ESMA shall publish on its website a list of the languages accepted by the competent authorities of each Member State for an offer of securities to the public or an admission to trading on a regulated market which is sought only in the home Member State.
+ The summary referred to in Article 7 shall be available in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State. That competent authority shall not require the translation of any oth…
− **1.** Where an offer of securities to the public is made or admission to trading on a regulated market is sought only in the home Member State, the prospectus shall be drawn up in a language accepted by the competent authority of the home Member State.
+ **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of the Member States or ESMA, upon the request of at least one competent authority, shall conclude cooperation arrangements concerning the exchange of information with superviso…
− **1.** For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of the Member States or ESMA, upon the request of at least one competent authority, shall conclude cooperation arrangements concerning the exchange of information with superviso…
+ **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…
− **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…
+ **1.** The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (19). 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 (15). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.