The Commission has adopted a proposal for a Prospectus Regulation to replace the Prospectus Directive. The proposals:

  • introduce a higher threshold for triggering a prospectus requirement to exempt offering below €500,000, and allowing individual Member States to exempt offerings up to €10 million for domestic offerings;
  • introduce a “lighter prospectus” for SMEs;
  • generally simplify prospectuses by specifying more clearly what information they must include;
  • introduce a simplified prospectus for companies already listed on the public market wanting to raise additional capital by a secondary issuance;
  • introduce an annual “universal registration document” for use by companies that frequently access the capital markets, containing all the necessary information on a company that wants to list shares or issue debt; and
  • create a single access point for all EU prospectuses.

The exemptions from the prospectus requirement for offerings only to qualified investors, and to fewer than 150 persons in addition to qualified investors, will remain. (Source: Proposed Prospectus Regulation)