On 20 July 2017, the new EU Prospectus Regulation 2017/1129 (“Prospectus Regulation”) was entered into force as a wider part of the EU Capital Market Union (CMU) initiative. The Regulation replaces the EU Directive 2003/71/EC entirely and sets out new thresholds for drawing up and publishing a prospectus when securities are offered to the public or admitted for trading to a regulated market operating within a European Member State.
The Prospectus Regulation has a “direct effect” upon the EU Member States, thus there is no need to be implemented individually by each Member State.
The Prospective Regulation aims to make capital markets more accessible for small size public companies by relaxing the procedures on how these entities may admit their securities for trading on a regulated market. In particular, the Regulation sets out a relatively high threshold of 8 million euro in respect to which any offer below such threshold does not require the small companies to draw and present a prospectus to the potential investors. However, the exact threshold which allows small companies not to draw a prospectus is at the discretion of each Member State.
In addition, the Prospective Regulation introduces a more flexible and simplified economic environment for issuers and investors, particularly for frequent issuers that belong to the secondary market which are well known to the capital markets.
In particular, the aim of the new Prospectus Regulation is to facilitate access to the regulated European financial markets for small-sized enterprises. While most of the provisions of the Regulation will apply from 21 July 2019, some provisions have been applicable since 20 July 2017, and some provisions will take effect from 21 July 2018.
Our professionals and legal team has the experience and expertise to provide advice and assistance on all matters relating to the new regulation.