Chapter III, Article 15, Paragraph 1. · Regulation (EU) 2017/1129

Contents

1.The following persons may choose to draw up an EU Growth prospectus under the proportionate disclosure regime set out in this Article in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market:

(a)SMEs;

(b)issuers, other than SMEs, whose securities are traded or are to be traded on an SME growth market, provided that those issuers had an average market capitalisation of less than EUR 500000000 on the basis of end-year quotes for the previous three calendar years;

(c)issuers, other than those referred to in points (a) and (b), where the offer of securities to the public is of a total consideration in the Union that does not exceed EUR 20000000 calculated over a period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year of up to 499;

(ca)issuers, other than SMEs, offering shares to the public at the same time as seeking admission of those shares to trading on an SME growth market, provided that such issuers have no shares already admitted to trading on an SME growth market and the combined value of the following two items is less than EUR 200000000:

(i)the final offer price, or the maximum price in the case referred to in point (b)(i) of Article 17(1);

(ii)the total number of shares outstanding immediately after the share offer to the public, calculated either on the basis of the amount of shares offered to the public or, in the case referred to in point (b)(i) of Article 17(1), on the basis of the maximum amount of shares offered to the public;

(d)offerors of securities issued by issuers referred to in points (a) and (b).

An EU Growth prospectus under the proportionate disclosure regime shall be a document of a standardised format, written in a simple language and which is easy for issuers to complete. It shall consist of a specific summary based on Article 7, a specific registration document and a specific securities note. The information in the EU Growth prospectus shall be presented in a standardised sequence in accordance with the delegated act referred to in paragraph 2.

Defined terms · 26

Show every defined term

advertisement
means a communication with both of the following characteristics:
approval
means the positive act at the outcome of the scrutiny by the home Member State’s competent authority of the completeness, the consistency and the comprehensibility of the information given in the prospectus, but does not concern the accuracy of that information;
base prospectus
means a prospectus that complies with Article 8, and, at the choice of the issuer, the final terms of the offer;
collective investment undertaking other than the closed-end type
means unit trusts and investment companies with both of the following characteristics:
competent authority
means the authority designated by each Member State in accordance with Article 31, unless otherwise specified in this Regulation;
credit institution
means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013;
electronic format
means an electronic format as defined in Article 4(1), point (62a), of Directive 2014/65/EU.
equity securities
means shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer;
home Member State
means:
host Member State
means the Member State where an offer of securities to the public is made or admission to trading on a regulated market is sought, when different from the home Member State;
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;
issuer
means a legal entity which issues or proposes to issue securities;
MTF
means a multilateral trading facility as defined in point (22) of Article 4(1) of Directive 2014/65/EU;
non-equity securities
means all securities that are not equity securities;
offer of securities to the public
means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
offer period
means the period during which potential investors may purchase or subscribe for the securities concerned;
offeror
means a legal entity or individual which offers securities to the public;
OTF
means an organised trading facility as defined in point (23) of Article 4(1) of Directive 2014/65/EU;
qualified investors
means persons or entities that are listed in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/EU unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex.
regulated information
means regulated information as defined in point (k) of Article 2(1) of Directive 2004/109/EC;
regulated market
means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU;
restructuring
means restructuring as defined in Article 2(1), point (1), of Directive (EU) 2019/1023 of the European Parliament and of the Council;
securities
means transferable securities as defined in point (44) of Article 4(1) of Directive 2014/65/EU with the exception of money market instruments as defined in point (17) of Article 4(1) of Directive 2014/65/EU, having a maturity of less than 12 months;
third country issuer
means an issuer established in a third country;
units of a collective investment undertaking
means securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets;
working days
means working days of the relevant competent authority excluding Saturdays, Sundays and public holidays, as defined in the national law applicable to that competent authority;