- Exempting the smallest capital raisings. A higher threshold will be introduced to determine whether companies are required to issue a prospectus. For an offer of securities within the European Union with a total consideration of less than € 500,000 (up from € 100,000), calculated over a period of 12 months, no EU prospectus will be required. Furthermore, Member States may also choose to exempt offers of securities to the public if: (i) the offer is only made in that Member State (i.e., an public offer with no cross border effects); and (ii) the total consideration of the offer is less than € 10,000,000, calculated over a period of 12 months.
- A lighter prospectus for smaller companies. For SMEs with a market capitalization under € 200,000,000 (up from € 100,0000,000) who want to enter the European markets, the Proposal will create a lighter regime by, amongst others, creating a new optional "question and answer" format to enable SMEs and small caps to draw up their own prospectuses.
- Shorter prospectuses and better investor information. The Proposal envisages supporting shorter and clearer prospectuses by specifying more clearly the amount of information that is needed. In this respect, the Proposal aims to shorten the prospectus summary from 15 pages to 6 A4-sized pages.
- Simplifying secondary issuances for listed companies. A minimum disclosure regime for secondary issuances will apply to issuers: (i) whose securities have been admitted to trading on a regulated market or an SME growth market for at least 18 months and who issue securities of the same class; (ii) issuers whose equity securities have been admitted to trading on a regulated market or an SME growth market for at least 18 months and who issue non-equity securities; and (ii) offerors of a class of securities admitted to trading on a regulated market or an SME growth market for at least 18 months. For those issuers the Proposal aims to provide more flexibility and less paperwork.
- Fast track and simplified frequent issuer regime. An issuer whose securities are admitted to trading on a regulated market or a multilateral trading facility will be able to use an annual Universal Registration Document ("URD"). The URD is a sort of shelf registration containing all the necessary information on, amongst others, the company’s organization, business, financial position and governance. Issuers who regularly maintain an updated URD with their supervisor will be able to benefit from a 5 day fast-track approval (instead of ten working days) when they want to tap into capital markets.
The Proposal forms part of the Capital Markets Union Action Plan. The Capital Markets Union Action Plan sets out the actions that will be taken over the next years so that the building blocks of the Capital Markets Union are in place by 2019.
The Proposal will be submitted to the European Parliament and the Council of the EU (Member States) for discussion and adoption. The Proposal will repeal the Directive along with its corresponding implementing measures (including Commission Regulation (EC) No 809/2004). New implementing measures will be adopted to set out the minimum information contents of prospectuses. The proposed Regulation will enter into force only after such implementing measures have been adopted. Once the Proposal has been adopted it will be directly applicable in all Member States. The Proposal also provides for a grandfathering provision pursuant to which prospectuses approved in accordance with the national laws (transposing the Directive) before the date of entry into force of the Proposal will continue to be governed by that national law until the end of their validity.