An amending Directive has been published which will widen the exemptions for the production of a prospectus.

EEA member states have until 1 July 2012 to enact the amended Directive.  However, the UK Government has indicated that it will implement certain of the amendments in 2011 in order to benefit small and medium-sized enterprises.

Amendment of Prospectus Directive thresholds

The amending Directive widens the following exemptions from the requirement to produce a prospectus:

  • Under the Prospectus Directive, no prospectus is required for an offer to fewer than 100 persons per member state. The amending Directive increases this limit to 150 persons per member state.
  • Under the Prospectus Directive, no prospectus is required for an offer with aggregate consideration of less than €2.5 million in any 12 month period.   The amending Directive increases this limit to €5 million.

It is intended that the two measures set out above will come into force in the UK in the summer of 2011.  

The employee share schemes exemption

The amending Directive also amends the employee share schemes exemption so that:

  • all companies with their head office or registered office in the EU can benefit from the employee share schemes exemption; and
  • companies with their head office or registered office outside the EU can benefit from the employee share schemes exemption if they have securities traded on a regulated market in the EU or they have securities traded on a market in a country outside the EU and certain other requirements are met.

For further information, see:  eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2010:327:0001:0012:EN:PDF