On November 30, 2015, the European Commission published a proposed Prospectus Regulation as part of the EU Capital Markets Union initiative. The proposed Prospectus Regulation would replace the current EU Prospectus Directive, revising the regime for companies to raise money on public markets or by public offer to potential investors. The key changes include: (i) increasing the threshold for when a prospectus would be required for offers with a total consideration from €100,000 to €500,000; (ii) removing the option for Member States to require a prospectus below that minimum threshold; (iii) giving Member States the option to give an exemption from the prospectus requirement for capital raisings with a total consideration of between €500,000 and €10 million for domestic offers for which no passport notification to other Member States is required; (iv) aligning the definition of SMEs with that under MiFID II so that the SME-specific regime is also available to SMEs with an average market capitalization of less than €200 million, (increased from €100 million) not listed on a regulated market; (v) creating a system for frequent issuers using an annual “Universal Registration Document;” (vi) providing for a simplified disclosure regime for secondary issuances by listed firms; and (vii) establishing a single access point for all prospectuses approved within the European Economic Area, provided by the European Securities and Markets Authority.

The Proposed Regulation is available at: http://ec.europa.eu/finance/securities/docs/prospectus/151130-proposal_en.pdf