On 11 October 2010, the Council of the European Union adopted a directive amending the Prospectus Directive and the Transparency Directive. The main changes include:

  • The exemption from the requirement to prepare a prospectus will apply to offers with a minimum denomination of EUR 100,000 per investor or per unit. The current limit is EUR 50,000. The threshold for dispensation under the Transparency Directive will also be raised to EUR 100,000.
  • The requirement to produce a prospectus will not apply if the offer is directed at fewer than 150 persons per member state, none of whom are qualified investors. The current threshold is 100 persons.
  • Clarification that the exception for offers with a total value of less than EUR 100,000 concerns the total value in the European Union.
  • Securities forming part of an offer with a total value of less than EUR 5 million will fall outside the scope of the Prospectus Directive. The current limit is EUR 2.5 million.
  • The exception to an obligation to produce a prospectus for offers to employees will be extended to (i) securities of issuing institutions with a head office or registered office in the EU, and (ii) securities that are admitted to trading on a market outside the EEA.
  • The definition of "qualified investor" will match the definition of professional client under the MiFID.
  • Removal of the obligation to annually publish an information document.
  • The requirements for the summary have been specified. The European Commission may expand the requirements for the contents and lay out of the summary.
  • The prospectus will be deemed to be available to the public if it has been placed on the website of the issuing institution or the website of the financial intermediaries.

The member states will have 18 months after the effective date to implement the Directive. This effective date is 20 days after publication in the Official Journal.