1. This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
2. Without prejudice to Article 44(2), this Regulation shall apply from 21 July 2019, except for Article 1(3) and Article 3(2) which shall apply from 21 July 2018 and points (a), (b) and (c) of the first subparagraph of Article 1(5) and the second subparagraph of Article 1(5) which shall apply from 20 July 2017.
3. Member States shall take the necessary measures to comply with Article 11, Article 20(9), Article 31, Article 32 and Articles 38 to 43 by 21 July 2019.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Strasbourg, 14 June 2017.
For the European Parliament
The President
A. TAJANI
For the Council
The President
H. DALLI
(1) OJ C 195, 2.6.2016, p. 1.
(2) OJ C 177, 18.5.2016, p. 9.
(3) Position of the European Parliament of 5 April 2017 (not yet published in the Official Journal) and decision of the Council of 16 May 2017.
(4) Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (OJ L 345, 31.12.2003, p. 64).
(5) Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ L 327, 11.12.2010, p. 1).
(6) Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ L 142, 30.4.2004, p. 12).
(7) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ L 173, 12.6.2014, p. 190).
(8) Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (OJ L 352, 9.12.2014, p. 1).
(9) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38).
(10) Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1).
(11) Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).
(12) Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
(13) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).
(14) Regulation (EC) No 45/2001 of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data (OJ L 8, 12.1.2001, p. 1).
(15) OJ L 123, 12.5.2016, p. 1.
(16) Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by the Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, p. 13).
(17) Council Directive 80/390/EEC of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing (OJ L 100, 17.4.1980, p. 1).
(18) Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities (OJ L 184, 6.7.2001, p. 1).
(19) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).
(20) Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1).
(21) Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (OJ L 149, 30.4.2004, p. 1).
(22) Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
(23) Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, p. 17).
(24) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).
(25) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).
(26) Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ L 173, 12.6.2014, p. 84).
(27) Commission Decision 2001/528/EC of 6 June 2001 establishing the European Securities Committee (OJ L 191, 13.7.2001, p. 45).
ANNEX I
PROSPECTUS
I.
Summary
II.
Identity of directors, senior management, advisers and auditors
The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
III.
Offer statistics and expected timetable
The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.
A.
Offer statistics
B.
Method and expected timetable
IV.
Essential information
The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data must also be restated.
A.
Selected financial data
B.
Capitalisation and indebtedness (for equity securities only)
C.
Reasons for the offer and use of proceeds
D.
Risk factors
V.
Information on the company
The purpose is to provide information about the company’s business operations, the products it makes or the services it provides, and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plant and equipment, as well as its plans for future capacity increases or decreases.
A.
History and development of the company
B.
Business overview
C.
Organisational structure
D.
Property, plant and equipment
VI.
Operating and financial review and prospects
The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material effect on the company’s financial condition and results of operations in future periods.
A.
Operating results
B.
Liquidity and capital resources
C.
Research and development, patents and licences, etc.
D.
Trends
VII.
Directors, senior management and employees
The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
A.
Directors and senior management
B.
Remuneration
C.
Board practices
D.
Employees
E.
Share ownership
VIII.
Major shareholders and related-party transactions
The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding the transactions the company has entered into with persons affiliated with the company and whether the terms of such transactions are fair to the company.
A.
Major shareholders
B.
Related-party transactions
C.
Interests of experts and advisers
IX.
Financial information
The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.
A.
Consolidated statements and other financial information
B.
Significant changes
X.
Details of the offer and admission to trading details
The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.
A.
Offer and admission to trading
B.
Plan for distribution
C.
Markets
D.
Holders of securities who are selling
E.
Dilution (for equity securities only)
F.
Expenses of the issue
XI.
Additional information
The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
A.
Share capital
B.
Memorandum and articles of association
C.
Material contracts
D.
Exchange controls
E.
Warning on tax consequences
F.
Dividends and paying agents
G.
Statement by experts
H.
Documents on display
I.
Subsidiary information
ANNEX II
REGISTRATION DOCUMENT
I.
Identity of directors, senior management, advisers and auditors
The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
II.
Essential information about the issuer
The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data must also be restated.
A.
Selected financial data
B.
Capitalisation and indebtedness (for equity securities only)
C.
Risk factors relating to the issuer
III.
Information on the company
The purpose is to provide information about the company’s business operations, the products it makes or the services it provides and the factors which affect the business. It is also intended to provide information regarding the adequacy and suitability of the company’s properties, plants and equipment, as well as its plans for future capacity increases or decreases.
A.
History and development of the company
B.
Business overview
C.
Organisational structure
D.
Property, plants and equipment
IV.
Operating and financial review and prospects
The purpose is to provide the management’s explanation of factors that have affected the company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are expected to have a material effect on the company’s financial condition and results of operations in future periods.
A.
Operating results
B.
Liquidity and capital resources
C.
Research and development, patents and licences, etc.
D.
Trends
V.
Directors, senior management and employees
The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
A.
Directors and senior management
B.
Remuneration
C.
Board practices
D.
Employees
E.
Share ownership
VI.
Major shareholders and related-party transactions
The purpose is to provide information regarding the major shareholders and others that may control or have an influence on the company. It also provides information regarding the transactions the company has entered into with persons affiliated with the company and whether the terms of such transactions are fair to the company.
A.
Major shareholders
B.
Related-party transactions
C.
Interests of experts and advisers
VII.
Financial information
The purpose is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined in accordance with international accounting and auditing standards.
A.
Consolidated statements and other financial information
B.
Significant changes
VIII.
Additional information
The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
A.
Share capital
B.
Memorandum and articles of association
C.
Material contracts
D.
Statement by experts
E.
Documents on display
F.
Subsidiary information
ANNEX III
SECURITIES NOTE
I.
Identity of directors, senior management, advisers and auditors
The purpose is to identify the company representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus and those responsible for auditing the financial statements.
II.
Offer statistics and expected timetable
The purpose is to provide essential information regarding the conduct of any offer and the identification of important dates relating to that offer.
A.
Offer statistics
B.
Method and expected timetable
III.
Essential information about the issuer
The purpose is to summarise essential information about the company’s financial condition, capitalisation and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data must also be restated.
A.
Capitalisation and indebtedness (for equity securities only)
B.
Information concerning working capital (for equity securities only)
C.
Reasons for the offer and use of proceeds
D.
Risk factors
IV.
Essential information about the securities
The purpose is to provide essential information about the securities to be offered to the public and/or admitted to trading.
A.
A description of the type and class of the securities being offered to the public and/or admitted to trading
B.
Currency of the securities issued
C.
The relative seniority of the securities in the issuer’s capital structure in the event of the issuer’s insolvency, including, where applicable, information on the level of subordination of the securities and the potential impact on the investment in the event of a resolution under Directive 2014/59/EU
D.
The dividend payout policy, provisions relating to interest payable or a description of the underlying, including the method used to relate the underlying and the rate, and an indication where information about the past and future performance of the underlying and its volatility can be obtained
E.
A description of any rights attached to the securities, including any limitations of those rights, and the procedure for the exercise of those rights
V.
Interests of experts
The purpose is to provide information regarding transactions the company has entered into with experts or advisers employed on a contingent basis.
VI.
Details of the offer and admission to trading
The purpose is to provide information regarding the offer and the admission to trading of securities, the plan for distribution of the securities and related matters.
A.
Offer and admission to trading
B.
Plan for distribution
C.
Markets
D.
Selling securities holders
E.
Dilution (for equity securities only)
F.
Expenses of the issue
VII.
Additional information
The purpose is to provide information, most of which is of a statutory nature, that is not covered elsewhere in the prospectus.
A.
Exchange controls
B.
Warning on tax consequences
C.
Dividends and paying agents
D.
Statement by experts
E.
Documents on display
ANNEX IV
REGISTRATION DOCUMENT FOR THE EU GROWTH PROSPECTUS
I.
Responsibility for the registration document
The purpose is to identify the issuer and its representatives and other individuals involved in the company’s offer; these are the persons responsible for drawing up the registration document.
II.
Strategy, performance and business environment
The purpose is to inform about the company’s strategy and objectives related to development and future performance and to provide information about the company’s business operations, the products it makes or the services it provides, its investments and the factors which affect the business. Furthermore, the risk factors specific to the company and relevant trend information must be included.
III.
Corporate governance
The purpose is to provide information concerning the company’s directors and managers that will allow investors to assess their experience, qualifications and levels of remuneration, as well as their relationship with the company.
IV.
Financial statements and key performance indicators
The purpose is to specify which financial statements and key performance indicators must be included in the document covering the two latest financial years (for equity securities) or the last financial year (for non-equity securities) or such shorter period during which the issuer has been in operation.
V.
Operating and financial review (only for equity securities issued by companies with market capitalisation above EUR 200 000 000).
The purpose is to provide information about the financial condition and operating results if the reports, presented and prepared in accordance with Articles 19 and 29 of Directive 2013/34/EU for the periods covered by the historical financial information, are not included in the EU Growth prospectus.
VI.
Shareholders’ information
The purpose is to provide information about legal and arbitration proceedings, conflicts of interest and related-party transactions as well as information on the share capital.
ANNEX V
SECURITIES NOTE FOR THE EU GROWH PROSPECTUS
I.
Responsibility for the securities note
The purpose is to identify the issuer and its representatives and other individuals involved in the company’s offer or admission to trading; these are the persons responsible for drawing up the prospectus.
II.
Working capital statement and statement of capitalisation and indebtedness (only for equity securities issued by companies with market capitalisation above EUR 200 000 000).
The purpose is to provide information on the issuer’s capitalisation and indebtedness and information as to whether the working capital is sufficient for the issuer’s present requirements or, if not, how the issuer proposes to provide the additional working capital needed.
III.
Terms and conditions of the securities
The purpose is to provide essential information regarding the terms and conditions of the securities and a description of any rights attached to the securities. Furthermore, the risk factors specific to the securities must be included.
IV.
Details of the offer and expected timetable
The purpose is to provide information regarding the offer and, where applicable, the admission to trading on an MTF, including the final offer price and amount of securities (whether in number of securities or aggregate nominal amount) which will be offered, the reasons for the offer, the plan for distribution of the securities, the use of proceeds of the offer, the expenses of the issuance and offer, and dilution (for equity securities only).
V.
Information on the guarantor
The purpose is to provide information on the guarantor of the securities where applicable, including essential information about the guarantee attached to the securities, the risk factors and financial information specific to the guarantor.
ANNEX VI
CORRELATION TABLE
(referred to in Article 46)
This Regulation
Article 1(2)(a)
Article 1(2)(a)
Article 1(2)(b)
Article 1(2)(b)
Article 1(2)(c)
Article 1(2)(c)
Article 1(2)(d)
Article 1(2)(d)
Article 1(2)(e)
Article 1(2)(e)
Article 1(2)(f)
—
Article 1(2)(g)
Article 1(2)(f)
Article 1(2)(h)
Article 1(2)(i)
—
Article 1(2)(j)
Article 1(4)(j) and Article 1(5), first subparagraph, point (i)
—
Article 2(1)(a)
Article 2(a)
Article 2(1)(b)
Article 2(b)
Article 2(1)(c)
Article 2(c)
Article 2(1)(d)
Article 2(d)
Article 2(1)(e)
Article 2(e)
Article 2(1)(f)
Article 2(f)
Article 2(1)(g)
Article 2(g)
Article 2(1)(h)
Article 2(h)
Article 2(1)(i)
Article 2(i)
Article 2(1)(j)
Article 2(j)
Article 2(1)(k)
—
Article 2(1)(l)
—
Article 2(1)(m)
Article 2(m)
Article 2(1)(n)
Article 2(n)
Article 2(1)(o)
Article 2(p)
Article 2(1)(p)
Article 2(q)
Article 2(1)(q)
Article 2(r)
Article 2(1)(r)
Article 2(s)
Article 2(1)(s)
—
Article 2(1)(t)
—
—
Article 3(2)(a)
Article 1(4)(a)
Article 3(2)(b)
Article 1(4)(b)
Article 3(2)(c)
Article 1(4)(d)
Article 3(2)(d)
Article 1(4)(c)
Article 3(2)(e)
—
Article 3(2), second and third subparagraphs
—
Article 4(1)(a)
Article 1(4)(e)
Article 4(1)(b)
Article 1(4)(f)
Article 4(1)(c)
Article 1(4)(g)
Article 4(1)(d)
Article 1(4)(h)
Article 4(1)(e)
Article 1(4)(i)
Article 4(1), second to fifth subparagraphs
—
Article 4(2)(a)
Article 1(5), first subparagraph, point (a)
Article 4(2)(b)
Article 1(5), first subparagraph, point (d)
Article 4(2)(c)
Article 1(5), first subparagraph, point (e)
Article 4(2)(d)
Article 1(5), first subparagraph, point (f)
Article 4(2)(e)
Article 1(5), first subparagraph, point (g)
Article 4(2)(f)
Article 1(5), first subparagraph, point (h)
Article 4(2)(g)
Article 1(5), first subparagraph, points (b) and (c)
Article 4(2)(h)
Article 1(5), first subparagraph, point (j)
Article 6(1) and (2), Article 14(2)
Article 5(4), first subparagraph
Article 5(4), second subparagraph
Article 5(4), third subparagraph, first sentence
Article 8(5) and Article 25(4)
Article 5(4), third subparagraph, second sentence
Article 13(1) and Article 7(13)
Article 13(1), first subparagraph
Article 7(2)(a)
Article 13(1), second subparagraph, point (a)
Article 7(2)(b)
Article 13(1), second subparagraph, point (b)
Article 7(2)(c)
Article 13(1), second subparagraph, point (c)
Article 7(2)(d)
Article 13(1), second subparagraph, point (c)
Article 7(2)(e)
Article 7(2)(f)
Article 13(1), second subparagraph, point (d)
Article 7(2)(g)
—
Article 8(1), first subparagraph, point (a)
Article 17(1), first subparagraph, point (b)
Article 8(1), first subparagraph, point (b)
Article 17(1), first subparagraph, point (a)
Article 8(1), second subparagraph
Article 8(3a)
Article 18(4), first subparagraph
Article 8(5), first subparagraph
—
Article 8(5), second subparagraph
—
Article 10(1), first subparagraph
Article 10(1), second subparagraph
—
—
—
Article 14(4a)
Article 18(3), first subparagraph
Article 18(3), second subparagraph
Article 21(1a)
Article 21(1b)
Article 21(3), second subparagraph
Article 32(1), second subparagraph
—
Article 21(4), second subparagraph
Article 32(1), fourth subparagraph
Article 31(3) and Article 32(6)
Article 22(2), first subparagraph
Article 22(2), second subparagraph
—
Article 22(2), third subparagraph
—
Article 33(6) and (7)
Article 24(2a)
—
—
Article 24a
Article 24b
Article 24c
—
—
—
Article 31a
—
—