What changed between the plenary report and the adopted text

Removed:(db) an offer of securities fungible with securities that have been admitted to trading on a regulated market or an SME growth market continuously for at least the 18 months preceding the offer of the new securities, provided that all of the following conditions are met:

Removed:(i) the securities offered to the public are not issued in connection with a takeover by means of an exchange offer, a merger or a division;

Removed:(ii) the issuer of the securities is not under an insolvency or restructuring procedure;

Removed:(iii) a document containing the information set out in Annex IX is filed with the competent authority of the home Member State and made available to the public in accordance with the arrangements set out in Article 21(2).’;

Removed:(ii) in point (j), the introductory wording is replaced by the following:

Removed:‘(j) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 150 000 000 per credit institution calculated over a period of 12 months, provided that those securities:’;

Removed:(iii) point (l) is deleted;

Removed:(iv) the following subparagraphs are added:

Removed:‘The document referred to in point (db)(iii) shall have a maximum length of 10 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State.

Removed:The total aggregated consideration of the offers of securities to the public referred to in the first subparagraph, point (j), shall take into account the total aggregated consideration of all offers of securities to the public that have been made in the 12 months preceding the start date of a new offer of securities to the public, except those offers of securities to the public that were subject to any other exemption from the obligation to publish a prospectus in accordance with the first subparagraph, or pursuant to Article 3(2).’;

Removed:(c) paragraph 5 is amended as follows:

Removed:(i) the first subparagraph is amended as follows:

Removed:(1) points (a) and (b) are replaced by the following:

Removed:‘(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 30 % of the number of securities already admitted to trading on the same regulated market;

Removed:(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 30 % of the number of shares of the same class already admitted to trading on the same regulated market, subject to the third subparagraph;

Removed:▌

Removed:(ba) securities fungible either with securities that have been admitted to trading on a regulated market continuously for at least the last 18 months before the admission to trading of the new securities, ▌ provided that all of the following conditions are met:

Removed:(i) the securities to be admitted to trading on a regulated market are not issued in connection with a takeover by means of an exchange offer, a merger or a division;

Removed:(ii) the issuer of the securities is not under an insolvency or restructuring procedure;

Removed:(iii) a document containing the information set out in Annex IX is filed with the competent authority of the home Member State and made available to the public in accordance with the arrangements set out in Article 21(2).’;

Removed:(3) in point (i), the introductory wording is replaced by the following:

Removed:‘(i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 150 000 000 per credit institution calculated over a period of 12 months, provided that those securities:’;

Removed:(4) points (j) and (k) are deleted;

Removed:(ii) in the second subparagraph the introductory wording is replaced by the following:

Removed:‘The requirement that the resulting shares represent, over a period of 12 months, less than 30 % of the number of shares of the same class already admitted to trading on the same regulated market as referred to in the first subparagraph, point (b), shall not apply in any of the following cases:’;

Removed:(iii) the following subparagraph is added:

Removed:‘The document referred to in point (ba)(iii) shall have a maximum length of 10 sides of A4-sized paper when printed, shall be presented and laid out in a way that is easy to read, using characters of readable size and shall be drawn up in the official language of the home Member State, or at least one of its official languages, or in another language accepted by the competent authority of that Member State.

Removed:▌’;

Removed:(d) paragraph 6 is replaced by the following:

Removed:‘6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, those exemptions may not be combined with the exemption set out in Article 3(2). Moreover, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 30 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.’;

Removed:(da) the following paragraph is added:

Removed:‘7a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft regulatory technical standards to specify how the cumulated amount of offers made during the preceding 12 months is to be computed when verifying whether the monetary thresholds set out in paragraph 4, point (j), and paragraph 5, point (i), are reached.

Removed:Offers of securities to the public that were subject to an exemption from the obligation to publish a prospectus pursuant to paragraph 4, first subparagraph, of this Article, and pursuant to Article 3(2), shall not be taken into consideration in such computation.

Removed:ESMA shall submit those draft regulatory technical standards to the Commission by ... [12 months from the date of entry into force of this amending Regulation].

Removed:Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council*.

Removed:__________________

Removed:* 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).’;

Removed:(2) Article 2 is amended as follows:

Removed:(a) point (z) is deleted;

Removed:(b) the following points are added:

Removed:‘(za) ‘electronic format’ means an electronic format as defined in Article 4(1), point (62a) of Directive 2014/65/EU;’.

Removed:(zb) ‘business days’ means business days of the relevant competent authority, excluding Sundays and public holidays, as defined in the national law applicable to that competent authority;

Removed:(zc) ‘restructuring’ means restructuring as defined in Article 2(1), point (1), of Directive (EU) 2019/1023 of the European Parliament and of the Council*;

Removed:(zd) ‘insolvency proceedings’ means insolvency proceedings as defined in Article 2, point (4), of Regulation (EU) 2015/848 of the European Parliament and of the Council**;

Removed:__________________

Removed:* Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132. (OJ L 172, 26.6.2019, p. 18).

Removed:** Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (OJ L 141, 5.6.2015, p. 19).’;

Removed:(3) in Article 3, paragraphs 1 and 2 are replaced by the following:

Removed:‘1. Without prejudice to Article 1(4) and paragraph 2 of this Article, securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.

Removed:2. Without prejudice to Article 4,▌ offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that:

Removed:(a) such offers are not subject to notification in accordance with Article 25;

Removed:(b) the total aggregated consideration in the Union for the securities offered is less than EUR 12 000 000 per issuer or offeror calculated over a period of 12 months.

Removed:By way of derogation from point (b) of the first subparagraph of this paragraph, Member States may exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that the total aggregated consideration in the Union for the securities offered is less than EUR 5 000 000 per issuer or offeror calculated over a period of 12 months.

Removed:Member States shall notify the Commission and ESMA where they decide to apply the exemption threshold of EUR 5 000 000 laid down in the second subparagraph. Member States shall also notify the Commission and ESMA where they subsequently decide to adopt instead the exemption threshold of EUR 12 000 000 referred to in the first subparagraph, point (b).

Removed:The total aggregated consideration for the securities offered to the public, as referred to in the first subparagraph, point (b), and in the second subparagraph, shall take into account the total aggregated consideration of all oingoing offers and offers of securities made to the public during the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public for which a prospectus was published or that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph.

Removed:Where an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to the first or second subparagraph, a Member State may require the issuer to disclose a summary containing the information set out in Article 7(3) to (12) and to make it available to the public in accordance with the arrangements set out in Article 21(2).’;

Removed:(4) in Article 4, paragraph 1 is replaced by the following:

Removed:‘1. Where an offer of securities to the public or an admission of securities to trading on a regulated market is exempted from the obligation to publish a prospectus in accordance with Article 1(4) or (5) or Article 3(2), an issuer, an offeror or a person asking for admission to trading on a regulated market shall be entitled to voluntarily draw up a prospectus in accordance with this Regulation.’;

Removed:(5) in Article 5(1), the first subparagraph is replaced by the following:

Removed:‘Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to the public listed in Article 1(4), points (a) to (db), shall be considered as a separate offer and the definition set out in Article 2, point (d), shall apply for the purpose of determining whether that resale is an offer of securities to the public. The placement of securities through financial intermediaries shall be subject to publication of a prospectus unless one of the exemptions listed in Article 1(4), points (a) to (db) applies in relation to the final placement.’;