European law requires a prospectus approved by the competent authority be published when securities (e.g. shares, bonds, derivatives) are offered to the public to raise capital, and/or are admitted to trading on a regulated stock market situated or operating within a Member State of the European Union.

On 31 December 2010, Directive 2003/71 EC (the Prospectus Directive) and Directive 2004/109/EC (the Transparency Directive) were amended by Directive 2010/73/EU (the Amending Directive) in order to reduce administrative burdens relating to the publication of a prospectus. The main changes are:

  • It is now possible to direct an offer of securities towards more persons without triggering the prospectus obligation, since the threshold has been raised from 100 to 150 persons, other than qualified investors, per member state.
  • Securities forming part of an offer with a total value of less than EUR 5 million now fall outside the scope of the Prospectus Directive, which represents an increase in the exempt value that was previously set at less than EUR 2.5 million.  
  • Offers for a total minimum consideration of EUR 100,000 per investor or an equal minimum denomination per unit are now exempted, thereby making this exemption more stringent in comparison with the prior minimum of EUR 50,000.  

These and all other amendments introduced by the Amending Directive must be implemented in the national laws of the Member States of the European Union by 1 July 2012 at the latest.

Directive 2010/73/EU amending the Prospectus Directive and the Transparency Directive