What changed between the draft committee report and the plenary report

Removed:Regulation (EU) 2017/1129

Added:(70) The monitoring of order ▌data is crucial for the effective supervision of markets by competent authorities and to ensure market integrity. To enhance that monitoring through technological developments, competent authorities should be able to access order ▌ data concerning any financial instrument, including data with a cross-border dimension, not only on an ad-hoc request, but also on an ongoing basis. Moreover, to facilitate the processing of order ▌ data by national competent authorities, it is necessary to harmonise the format of such data. Order data should cover at least order data from trading venues and indications of interest and quotes from systematic internalisers.

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 1 – subparagraph 1– point b a (new): (ba) issuers whose securities have been admitted to trading on an SME growth market continuously for at least the last 18 months and who are transferring to a regulated market.

Added:(71) Administrative sanctions imposed in cases of infringements related to the disclosure regime (public disclosure of inside information, insider lists and managers’ transactions) are set out as a minimum of the maximum, which allows Member States to set a higher level of the maximum sanctions in national law. The risk of inadvertent breach of disclosure requirements under Regulation (EU) No 596/2014 and associated administrative sanctions are an important factor that dissuades companies from seeking admission to trading. To avoid an excessive burden on companies, in particular SMEs, the sanctions for infringements committed by legal persons in relation to disclosure requirements should be proportionate to the size of the company, while considering all relevant circumstances under Article 31 of Regulation (EU) No 596/2014. Those sanctions should be determined based on the total annual turnover of the company. The sanctions determined based on absolute amounts should be applied ▌ only if competent authorities deem that the amount of the administrative sanction based on the total annual turnover would be disproportionately low in light of the circumstances set out in Article 31 of Regulation (EU) No 596/2014. In those cases, it is also appropriate to lower the minimum of the maximum level of sanctions for SMEs, as expressed in absolute amounts, in order to ensure their proportionate treatment.

Removed:Regulation (EU) 2017/1129

Added:(72) Regulations (EU) No 596/2014, (EU) No 600/2014 and (EU) 2017/1129 should therefore be amended accordingly.

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 3: 3. The information contained in the EU Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision, taking into account the regulated information that has already been disclosed to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565*3.

Added:(73) When processing personal data within the framework of this Regulation (EU) No 596/2014, competent authorities should comply with Regulation (EU) 2016/679 of the European Parliament and of the Council. With regard to the processing of personal data by ESMA within the framework of that Regulation, ESMA should comply with the Regulation (EU) No 2018/1725 of the European Parliament and of the Council. In particular, ESMA and national competent authorities should keep personal data for no longer than is necessary for the purposes for which the personal data are processed.

Removed:Regulation (EU) 2017/1129

Added:(74) In order to specify the requirements set out in this Regulation, in accordance with its objectives, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission in respect of revising the format and content of the prospectus, specifying the reduced content and the standardised format of the EU Follow-on prospectus and the EU Growth prospectus, fostering convergence in the scrutiny and approval of the prospectus by competent authorities, further specifying general equivalence criteria for prospectuses drawn up by third country issuers, determining the minimum content of cooperation arrangements between ESMA and third country supervisory authorities, pursuant to Regulation (EU) 2017/1129, as well as revising the alleviated template setting out the list of persons who have access to inside information, and expanding the list of financial instruments to enable competent authorities to obtain order▌ data, pursuant to Regulation (EU) No 596/2014. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at expert level, and that those consultations be conducted in accordance with the principles laid down in the Interinstitutional Agreement of 13 April 2016 on Better Law-Making. In particular, to ensure equal participation in the preparation of delegated acts, the European Parliament and the Council receive all documents at the same time as Member States' experts, and their experts systematically have access to meetings of Commission expert groups dealing with the preparation of delegated acts. In the tasks that it carries out, ESMA should be expected to take an increasingly leading role in the establishment of guidelines and regulatory technical standards in order to achieve flexibility and responsiveness to market outcomes, while continuing to guarantee investor protection.

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 4: 4. The EU Follow-on prospectus shall be drawn up as a single document, or as separate documents, containing the minimum information set out in Annex IV or Annex V, and in the delegated acts referred to in paragraph 8, depending on the types of securities.

Added:(75) Since the objectives of this Regulation cannot be sufficiently achieved by the Member States, as the measures introduced require full harmonisation across the Union, but can rather, by reason of scale and effects be better achieved at Union level, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives,

Removed:Regulation (EU) 2017/1129

Added:HAVE ADOPTED THIS REGULATION:

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 5: 5. An EU Follow-on prospectus that relates to shares or other transferable securities equivalent to shares in companies shall be presented on A4-sized paper when printed and laid out in a way that is easy to read, using characters of readable size.

Added:Regulation (EU) 2017/1129 is amended as follows:

Removed:Regulation (EU) 2017/1129

Added:(1) Article 1 is amended as follows:

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 7 – subparagraph 1 a (new): By way of derogation from the first subparagraph, where the EU Follow-on prospectus consists of separate documents, and where the order of the information does not coincide with the order in which that information is presented in the Annexes to this Regulation, a list for the purposes of cross-reference that identifies the pages where each item of information in those Annexes can be found in the prospectus shall be included in the prospectus.

Added:(a) paragraph 3 is deleted;

Removed:Regulation (EU) 2017/1129

Added:(b) paragraph 4 is amended as follows:

Removed:Article 1 – paragraph 1 – point 12, Article 14b – paragraph 7 a (new): 7a. The Commission shall, by ... [18 months after the date of entry into force this Regulation], adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the content, format and sequence for the EU Follow-on prospectus, as well as the reduced content and the standardised format of the specific summary. / Those delegated acts shall be based on Annexes IV and V.

Added:(i) the following points (da) and (db) are inserted:

Removed:Regulation (EU) 2017/1129

Added:‘(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that:

Removed:Article 1 – paragraph 1 – point 14, Article 15a – paragraph 1 – introductory part: Without prejudice to Article 1(4) and Article 3(2), the following persons may draw up an EU Growth issuance document in the case of an offer of securities to the public, provided that they have no securities admitted to trading on a regulated market:

Added:(i) they represent, over a period of 12 months, less than 30 % of the number of securities already admitted to trading on the same market; and

Removed:Regulation (EU) 2017/1129

Added:(ii) the issuer of the securities is not subject to insolvency proceedings or a restructuring;

Removed:Article 1 – paragraph 1 – point 14, Article 15a – paragraph 4: 4. The EU Growth issuance document shall be drawn up as a single document, or as separate documents containing the information set out in Annex VII or Annex VIII, and in the delegated acts referred to in paragraph 8, depending on the types of securities.

Added:(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:Regulation (EU) 2017/1129

Added:(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:Article 1 – paragraph 1 – point 14, Article 15a – paragraph 5: 5. An EU Growth issuance document that relates to shares or other transferable securities equivalent to shares in companies shall be presented on A4-sized paper when printed and laid out in a way that is easy to read, using characters of readable size.

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

Removed:Regulation (EU) 2017/1129

Added:(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:Article 1 – paragraph 1 – point 14, Article 15a – paragraph 7 – subparagraph 1 a (new): By way of derogation from the first subparagraph, where the EU Growth prospectus consists of separate documents, and where the order of the information does not coincide with the order in which that information is presented in the Annexes to this Regulation, a list for the purposes of cross-reference shall be included in the prospectus to identify the pages where each item of information in those Annexes can be found in the prospectus.

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

Removed:Regulation (EU) 2017/1129

Added:‘(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:Article 1 – paragraph 1 – point 14, Article 15a – paragraph 7 a (new): 7a. The Commission shall, by ... [12 months after the date of entry into force of this Regulation], adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Growth issuance prospectus, as well as the reduced content and the standardised format of the specific summary. / Those delegated acts shall be based on Annexes VII and VIII.’;

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

Removed:Regulation (EU) 2017/1129

Added:(iv) the following subparagraphs are added:

Removed:Article 1 – paragraph 1 – point 15, Article 16 – paragraph 1 – subparagraph 5: The risk factors shall be presented in a limited number of categories depending on their nature. In each category, the most material risk factors shall be mentioned first according to the assessment provided for in the third subparagraph.';

Added:‘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:Regulation (EU) 2017/1129

Added: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:Article 1 – paragraph 1 – point 16 – point a, Article 17 – paragraph 1 – point a: (a) the acceptances of the purchase or subscription of securities may be withdrawn for not less than two business days after the final offer price or amount of securities to be offered to the public has been filed; or;

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

Removed:Regulation (EU) 2017/1129

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

Removed:Article 1 – paragraph 1 – point 16 – point b, Article 17 – paragraph 2: deleted / (deleted)

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

Removed:Paragraph deleted because it is not needed and risks creating legal confusion.

Added:‘(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:Regulation (EU) 2017/1129

Added:(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;