The European Parliament has adopted, with amendments, the European Commission's proposal for a new Prospectus Regulation to replace the Prospectus Directive. The main amendments adopted by the European Parliament include: (i) the scope of the Regulation i.e. that it shall not apply to offers of securities to fewer than 350 persons per Member State and to a total of no more than 4,000 persons in the EU (other than certain investors), or to offers with a total consideration in the EU below €1 million, calculated over a period of 12 months; and (ii) exemptions, in that Member States can decide to exempt offers from the prospectus requirement provided that the total consideration of the offer in the EU does not exceed €5 million, calculated over a period of 12 months.