What changed, Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129

+ ## CHAPTER I — KEY FINANCIAL INFORMATION IN THE PROSPECTUS SUMMARY / SECTION 1 — Content of the key financial information in the prospectus summary
− ### art_1
+ ### Article 1 — Minimum content of the key financial information in the summary of a prospectus
− Article 1
+ **1.** The key financial information in the summary of a prospectus shall be made up of the financial information laid down in the Annexes to Commission Delegated Regulation 2019/980 (1).
− 1. The key financial information in the summary of a prospectus shall be made up of the financial information laid down in the Annexes to Commission Delegated Regulation 2019/980 (5).
+ **2.** Where any information referred to in the relevant tables set out in Annexes I to VI to this Regulation is not included in the financial statements of the issuer, the issuer shall disclose a corresponding item from its financial statements instead.
− 2. Where any information referred to in the relevant tables set out in Annexes I to VI to this Regulation is not included in the financial statements of the issuer, the issuer shall disclose a corresponding item from its financial statements instead.
+ **3.** The issuer may include additional line items or alternative performance measures in the summary of a prospectus where these are key financial information on the issuer or on the securities being offered or admitted to trading on a regulated market. For the purposes of the first sentence, alte…
− 3. The issuer may include additional line items or alternative performance measures in the summary of a prospectus where these are key financial information on the issuer or on the securities being offered or admitted to trading on a regulated market. For the purposes of the first sentence, alternat…
+ **4.** Issuers who do not fall under any of the types of issuers identified in Articles 2 to 8 shall present the key financial information referred to in the tables that they consider correspond most closely to the type of securities issued.
− 4. Issuers who do not fall under any of the types of issuers identified in Articles 2 to 8 shall present the key financial information referred to in the tables that they consider correspond most closely to the type of securities issued.
+ **5.** The key financial information shall be presented for the number of years required by Delegated Regulation 2019/980 for the type of issuance and the type of securities being issued.
− 5. The key financial information shall be presented for the number of years required by Delegated Regulation 2019/980 for the type of issuance and the type of securities being issued.
+ ### Article 2 — Key financial information for non-financial entities issuing equity securities
− ### art_2
− Article 2
− 
+ ### Article 3 — Key financial information for non-financial entities issuing non-equity securities
− ### art_3
− Article 3
− 
+ ### Article 4 — Key financial information for credit institutions
− ### art_4
− Article 4
− 
+ ### Article 5 — Key financial information for insurance companies
− ### art_5
− 
− Article 5
− 
− ### art_6
+ ### Article 6 — Key financial information for special purpose vehicles issuing asset backed securities
− Article 6
+ ### Article 7 — Key financial information for closed end funds
− ### art_7
− 
− Article 7
− 
− ### art_8
+ ### Article 8 — Key financial information for guarantors
− Article 8
+ ## CHAPTER I — KEY FINANCIAL INFORMATION IN THE PROSPECTUS SUMMARY / SECTION 2 — Format of the key financial information in the prospectus summary
− ### art_9
+ ### Article 9 — Format of the key financial information in the summary of a prospectus
− Article 9
+ **1.** The key financial information shall be presented in tabular format in accordance with the tables of Annexes I to VI to this Regulation.
− 1. The key financial information shall be presented in tabular format in accordance with the tables of Annexes I to VI to this Regulation.
+ **2.** Any historical financial information in the summary of a prospectus, which is not extracted from the financial statements, shall be identified as such.
− 2. Any historical financial information in the summary of a prospectus, which is not extracted from the financial statements, shall be identified as such.
+ **3.** Where pro forma information to be included in the summary of a prospectus affects the key financial information referred to in the relevant table of Annexes I to VI to this Regulation, that pro forma information shall be presented in additional columns in the tables set out in Annexes I to VI…
− 3. Where pro forma information to be included in the summary of a prospectus affects the key financial information referred to in the relevant table of Annexes I to VI to this Regulation, that pro forma information shall be presented in additional columns in the tables set out in Annexes I to VI to …
+ **4.** Where the issuer has a complex financial history as set out in Article 18 of Delegated Regulation 2019/980, the key financial information in the summary of the prospectus shall be presented in a manner consistent with the prospectus and using the relevant tables in Annexes I to VI to this Reg…
− 4. Where the issuer has a complex financial history as set out in Article 18 of Delegated Regulation 2019/980, the key financial information in the summary of the prospectus shall be presented in a manner consistent with the prospectus and using the relevant tables in Annexes I to VI to this Regulat…
+ ## CHAPTER II — PUBLICATION OF THE PROSPECTUS
− ### art_10
+ ### Article 10 — Publication of the prospectus
− Article 10
+ **1.** Where a prospectus, whether a single document or consisting of separate documents, contains hyperlinks to websites, it shall include a statement to the effect that the information on the websites does not form part of the prospectus and has not been scrutinised or approved by the competent au…
− 1. Where a prospectus, whether a single document or consisting of separate documents, contains hyperlinks to websites, it shall include a statement to the effect that the information on the websites does not form part of the prospectus and has not been scrutinised or approved by the competent author…
+ **2.** Where a prospectus is published in accordance with Article 21(2) of Regulation (EU) 2017/1129, measures shall be taken on websites used for the publication of the prospectus to avoid targeting residents of Member States or third countries other than those where the securities are offered to t…
− 2. Where a prospectus is published in accordance with Article 21(2) of Regulation (EU) 2017/1129, measures shall be taken on websites used for the publication of the prospectus to avoid targeting residents of Member States or third countries other than those where the securities are offered to the p…
+ ## CHAPTER III — MACHINE READABLE DATA FOR THE CLASSIFICATION OF PROSPECTUSES
− ### art_11
+ ### Article 11 — Data for classification of prospectuses
− Article 11
+ ### Article 12 — Practical arrangements to ensure the machine readability of the data
− ### art_12
− 
− Article 12
+ ## CHAPTER IV — ADVERTISEMENTS
− ### art_13
+ ### Article 13 — Identification of the prospectus
− Article 13
+ (a) clearly identifying the website where the prospectus is published, or will be published, where the advertisement is disseminated in written form and by means other than electronic means;
− | (a) | clearly identifying the website where the prospectus is published, or will be published, where the advertisement is disseminated in written form and by means other than electronic means; |
− | --- | --- |
+ (b) including a hyperlink to the prospectus and to the relevant final terms of a base prospectus where the advertisement is disseminated in written form by electronic means, or by including a hyperlink to the page of the website where the prospectus will be published if the prospectus has not yet be…
− | (b) | including a hyperlink to the prospectus and to the relevant final terms of a base prospectus where the advertisement is disseminated in written form by electronic means, or by including a hyperlink to the page of the website where the prospectus will be published if the prospectus has not ye…
− | --- | --- |
+ (c) including accurate information on where the prospectus may be obtained, and accurate information on the offer of securities or the admission to trading on a regulated market to which it relates, where the advertisement is disseminated in a form or by means not falling within the scope of points …
− | (c) | including accurate information on where the prospectus may be obtained, and accurate information on the offer of securities or the admission to trading on a regulated market to which it relates, where the advertisement is disseminated in a form or by means not falling within the scope of poi…
− | --- | --- |
+ ### Article 14 — Required content
− ### art_14
+ **1.** Advertisements disseminated to potential retail investors shall include the following elements:(a) the word ‘advertisement’, in a prominent manner. Where an advertisement is disseminated in an oral form, the purpose of the communication shall be clearly identified at the beginning of the mess…
− Article 14
+ **2.** Advertisements in written form, which are disseminated to potential retail investors, shall be sufficiently different in format and length from the prospectus that no confusion with the prospectus is possible.
− 1. Advertisements disseminated to potential retail investors shall include the following elements:
+ ### Article 15 — Dissemination of advertisements
− | (a) | the word ‘advertisement’, in a prominent manner. Where an advertisement is disseminated in an oral form, the purpose of the communication shall be clearly identified at the beginning of the message; |
− | --- | --- |
+ **1.** Advertisements disseminated to potential investors shall be amended where:(a) a supplement to the prospectus is subsequently published in accordance with Article 23 of Regulation (EU) 2017/1129;(b) the significant new factor, material mistake or material inaccuracy mentioned in the supplement…
− | (b) | a statement that the approval of the prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market where the advertisement contains a reference to a prospectus approved by a competent authority; |
− | --- | --- |
− 
− | (c) | a recommendation that potential investors read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities where the advertisement contains a reference to a prospectus approved by a …
− | --- | --- |
− 
− | (d) | the comprehension alert required pursuant to point (b) of Article 8(3) of Regulation (EU) No 1286/2014 of the European Parliament and of the Council (6) where:(i)the advertisement relates to complex securities other than the financial instruments referred to in points (i), (ii) and (vi) of A…
− | --- | --- |
− | (i) | the advertisement relates to complex securities other than the financial instruments referred to in points (i), (ii) and (vi) of Article 25(4)(a) of Directive 2014/65/EU of the European Parliament and of the Council (7) and; |
− | (ii) | the comprehension alert is, or will be, included in the summary of the prospectus. |
− 
− 2. Advertisements in written form, which are disseminated to potential retail investors, shall be sufficiently different in format and length from the prospectus that no confusion with the prospectus is possible.
− ### art_15
− 
− Article 15
− 
− 1. Advertisements disseminated to potential investors shall be amended where:
− 
− | (a) | a supplement to the prospectus is subsequently published in accordance with Article 23 of Regulation (EU) 2017/1129; |
− | --- | --- |
− 
− | (b) | the significant new factor, material mistake or material inaccuracy mentioned in the supplement renders the previously disseminated advertisement materially inaccurate or misleading. |
− | --- | --- |
− 
+ **2.** Advertisements amended as referred to in paragraph 1 shall be disseminated to potential investors without undue delay following the publication of the supplement to the prospectus and shall contain all of the following:(a) a clear reference to the inaccurate or misleading version of the adver…
− 2. Advertisements amended as referred to in paragraph 1 shall be disseminated to potential investors without undue delay following the publication of the supplement to the prospectus and shall contain all of the following:
+ **3.** With the exception of orally disseminated advertisements, advertisements amended pursuant to paragraph 1 shall be disseminated through at least the same means as the previous advertisement.
− | (a) | a clear reference to the inaccurate or misleading version of the advertisement; |
− | --- | --- |
+ ### Article 16 — Information concerning offers of securities
− | (b) | an explanation that the advertisement has been amended as it contained materially inaccurate or misleading information; |
− | --- | --- |
+ **1.** Information disclosed in oral or written form concerning an offer of securities to the public or an admission to trading on a regulated market, whether as an advertisement or for other purposes, shall not:(a) contradict the information in the prospectus;(b) refer to information which contradi…
− | (c) | a clear description of the differences between the two versions of the advertisement. |
− | --- | --- |
+ **2.** For the purposes of the paragraph 1, information in the prospectus shall consist of either information included in the prospectus, where already published, or information to be included in the prospectus, where the prospectus is to be published at a later date.
− 3. With the exception of orally disseminated advertisements, advertisements amended pursuant to paragraph 1 shall be disseminated through at least the same means as the previous advertisement.
+ **3.** For the purposes of point (d) of the paragraph 1, alternative performance measures shall consist of financial measures of historical or future financial performance, financial position or cash flows, other than financial measures defined in the applicable financial reporting framework.
− ### art_16
+ ### Article 17 — Procedure for the cooperation between competent authorities
− Article 16
+ **1.** Where the competent authority of a Member State in which an advertisement is disseminated believes that the content of that advertisement is inconsistent with the information in the prospectus, it may request the assistance of the competent authority of the home Member State. Where requested,…
− 1. Information disclosed in oral or written form concerning an offer of securities to the public or an admission to trading on a regulated market, whether as an advertisement or for other purposes, shall not:
+ **2.** The competent authority of the home Member State shall transmit to the competent authority in which the advertisement is disseminated as soon as possible the results of its assessment of the consistency of the advertisement with the information in the prospectus.
− | (a) | contradict the information in the prospectus; |
− | --- | --- |
+ ## CHAPTER V — SUPPLEMENTS TO THE PROSPECTUS
− | (b) | refer to information which contradicts the information in the prospectus; |
− | --- | --- |
+ ### Article 18 — Publication of a supplement to the prospectus
− | (c) | present the information in the prospectus in a materially unbalanced way, including by way of presentation of negative aspects of such information with less prominence than the positive aspects, omission or selective presentation of certain information; |
− | --- | --- |
+ **1.** A supplement to the prospectus shall be published where:(a) new annual audited financial statements are published by any of the following:▼M1(i) an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares;(ii) an issuer of the underlying shares or oth…
− | (d) | contain alternative performance measures unless they are contained in the prospectus. |
− | --- | --- |
+ ## CHAPTER VI — TECHNICAL ARRANGEMENTS FOR THE FUNCTIONING OF THE NOTIFICATION PORTAL
− 2. For the purposes of the paragraph 1, information in the prospectus shall consist of either information included in the prospectus, where already published, or information to be included in the prospectus, where the prospectus is to be published at a later date.
+ ### Article 19 — Upload of documents and accompanying data
− 3. For the purposes of point (d) of the paragraph 1, alternative performance measures shall consist of financial measures of historical or future financial performance, financial position or cash flows, other than financial measures defined in the applicable financial reporting framework.
− 
− ### art_17
− 
− Article 17
− 
− 1. Where the competent authority of a Member State in which an advertisement is disseminated believes that the content of that advertisement is inconsistent with the information in the prospectus, it may request the assistance of the competent authority of the home Member State. Where requested, the…
− 
− | (a) | its reasons for believing that the content of the advertisement is inconsistent with the information in the prospectus; |
− | --- | --- |
− 
− | (b) | the relevant advertisement and, where necessary, a translation of the advertisement in the language of the prospectus or in a language customary in the sphere of international finance. |
− | --- | --- |
− 
− 2. The competent authority of the home Member State shall transmit to the competent authority in which the advertisement is disseminated as soon as possible the results of its assessment of the consistency of the advertisement with the information in the prospectus.
− 
− ### art_18
− 
− Article 18
− 
− 1. A supplement to the prospectus shall be published where:
− 
− | (a) | new annual audited financial statements are published by any of the following:(i)an issuer where a prospectus relates to equity securities;(ii)an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2), 19(3) o…
− | --- | --- |
− | (i) | an issuer where a prospectus relates to equity securities; |
− | (ii) | an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2), 19(3) or 20(2) of Delegated Regulation 2019/980; |
− | (iii) | an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980; |
− 
− | (b) | an issuer has published a profit forecast or estimate following the approval of the prospectus, where a profit forecast or estimate is required to be included in the prospectus pursuant to Delegated Regulation 2019/980; |
− | --- | --- |
− 
− | (c) | an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus; |
− | --- | --- |
− 
− | (d) | a change in control occurs in respect of any of the following:(i)an issuer where a prospectus relates to equity securities;(ii)an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2), 19(3…
− | --- | --- |
− | (i) | an issuer where a prospectus relates to equity securities; |
− | (ii) | an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2), 19(3) or 20(2) of Delegated Regulation 2019/980; |
− | (iii) | an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980; |
− 
− | (e) | third parties make a new takeover bid as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council (8) or the result of any takeover bid becomes available in respect of any of the following type of securities:(i)the equity of the issuer where a prospect…
− | --- | --- |
− | (i) | the equity of the issuer where a prospectus relates to equity securities; |
− | (ii) | the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2), 19(3) or 20(2) of Delegated Regulation 2019/980; |
− | (iii) | the equity of the issuer of the underlying shares of depository receipts where a prospectus is drawn up in accordance with Articles 6 and 14 of Delegated Regulation 2019/980; |
− 
− | (f) | the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer’s present requirements, in relation to:(i)equity securities;(ii)securities which are convertible or exchangeable as referred to in Articles 19(2) and 19(3) of Delegated Regulation 2019/98…
− | --- | --- |
− | (i) | equity securities; |
− | (ii) | securities which are convertible or exchangeable as referred to in Articles 19(2) and 19(3) of Delegated Regulation 2019/980; |
− | (iii) | depository receipts issued over shares as referred to in Articles 6 and 14 of Delegated Regulation 2019/980. |
− 
− | (g) | an issuer is seeking admission to trading on at least one additional regulated market in at least one additional Member State or is intending to make an offer of securities to the public in at least one additional Member State that is not mentioned in the prospectus; |
− | --- | --- |
− 
− | (h) | in the case of a prospectus relating to equity securities or to other securities referred to in Articles 19(2), 19(3) or 20(2) of Delegated Regulation 2019/980, a new significant financial commitment is likely to give rise to a significant gross change within the meaning of Article 1(e) of t…
− | --- | --- |
− 
− | (i) | the aggregate nominal amount of the offering programme is increased. |
− | --- | --- |
− ### art_19
− 
− Article 19
− 
+ ### Article 20 — Processing and notification of documents and accompanying data
− ### art_20
+ **1.** ESMA shall ensure that the notification portal automatically processes and checks all uploaded documents and accompanying data and notifies the uploading competent authority of whether the upload was successful and whether the upload contained any error.
− Article 20
+ **2.** ESMA shall ensure that the notification portal sends notifications of uploaded documents and accompanying data to the relevant competent authorities.
− 1. ESMA shall ensure that the notification portal automatically processes and checks all uploaded documents and accompanying data and notifies the uploading competent authority of whether the upload was successful and whether the upload contained any error.
+ ### Article 21 — Download of documents and accompanying data
− 2. ESMA shall ensure that the notification portal sends notifications of uploaded documents and accompanying data to the relevant competent authorities.
+ ESMA shall ensure that the notification portal makes any uploaded documents and accompanying data available to the relevant competent authorities.
− ### art_21
+ ## CHAPTER VII — FINAL PROVISIONS
− Article 21
+ ### Article 22 — Repeal
− ESMA shall ensure that the notification portal makes any uploaded documents and accompanying data to the relevant competent authorities.
− ### art_22
− 
− Article 22
− 
+ 
+ ### Article 22a — Summaries of prospectuses approved between 21 July 2019 and 16 September 2020 for non-financial entities issuing equity securities
+ Summaries of prospectuses that contain information as referred to in Table 3 of Annex I and that have been approved between 21 July 2019 and 16 September 2020 shall continue to be valid until the end of the validity of those prospectuses.
− ### art_23
+ ### Article 23 — Entry into force
− Article 23
+ This Regulation shall enter into force on the twentieth day following that of its publication in the *Official Journal of the European Union*.
− This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.