Contents
THE EUROPEAN COMMISSION,Having regard to the Treaty on the Functioning of the European Union,Having regard to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/ECnote, and in particular Article 19(4), Article 21(13) and and Article 25(7) thereof,Whereas:
(1)As part of the Listing Act initiative, which aims to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (SMEs), Regulation (EU) 2024/2809 of the European Parliament and of the Councilnote introduced two new types of short-form prospectuses aiming to reduce costs and burdens for issuers: the EU Growth issuance prospectus, mainly designed for SMEs and companies listed or to be listed on SME growth markets, and the EU Follow-on prospectus, for secondary issuances of securities by companies already listed on a regulated market or an SME growth market. Those new prospectuses are to be submitted to the European Securities and Markets Authority (ESMA) and published through the storage mechanism referred to in Article 21(6) of Regulation (EU) 2017/1129. Accordingly, the list of the machine-readable data that competent authorities provide to ESMA, laid down in Annex VII to Commission Delegated Regulation (EU) 2019/979note, should be updated to include those prospectuses.
(2)Pursuant to Article 14 of Regulation (EU) 2023/2631 of the European Parliament and of the Councilnote issuers that issue bonds to be designated as European Green Bonds (‘EuGBs’) are to publish a prospectus in accordance with Regulation (EU) 2017/1129. Such prospectuses are to be included in the storage mechanism referred to in Article 21(6) of Regulation (EU) 2017/1129. It is therefore appropriate to require competent authorities to provide ESMA with machine-readable data indicating (i) which securities qualify as EuGBs or as securitisation bonds, as defined in Article 2(22) of Regulation (EU) 2023/2631, when designated as EuGBs; and (ii) which securities qualify as bonds marketed as environmentally sustainable, as defined in Article 2, point (5) of that Regulation, or as sustainability-linked bonds as defined in Article 2, point (6), of that Regulation where the issuers of those bonds make voluntary disclosures pursuant to Article 20 of that Regulation. The list of metadata laid down in Annex VII to Delegated Regulation (EU) 2019/979 should be updated accordingly.
(3)Regulation (EU) 2024/2809 introduced a requirement for issuers to file with their competent authorities the exemption documents referred to in Article 1(4), first subparagraph, points (da) and (db), and Article 1(5), first subparagraph, point (ba), of Regulation (EU) 2017/1129, as amended by Regulation (EU) 2024/2809. It also introduced a requirement for ESMA to include in its yearly report prepared in accordance with Article 47(1) of Regulation (EU) 2017/1129 an analysis and statistics in relation to the extent to which such exemptions are used throughout the Union. To minimise the burden on competent authorities, they should be able to submit those documents to ESMA via the storage mechanism referred to in Article 21(6) of Regulation (EU) 2017/1129. That submission should include the metadata that enables ESMA to prepare such statistics. Delegated Regulation (EU) 2019/979 should therefore be updated to reflect those changes, including the list of metadata set out in Annex VII to that Delegated Regulation.
(4)Article 21a of Regulation (EU) 2017/1129 requires competent authorities to build, to the extent possible, on the mechanisms implemented for the purposes of Article 25(6) of that Regulation for making the information referred to in Article 21a(1) thereof accessible on the European Single Access Point (ESAP). To minimise the compliance burden on both competent authorities and issuers, the obligation to make the information referred to in Article 21a(1) of Regulation (EU) 2017/1129 accessible on ESAP may be fulfilled by making such information available to ESMA via the notification portal referred to in Article 25(6) of that Regulation. The notification portal is to be used to submit the information referred to in Article 21(1) of Regulation (EU) 2017/1129 in accordance with Article 21(5) of that Regulation and any additional information required by Article 21a thereof that is not currently in the scope of the storage mechanism referred to in Article 21(6) of Regulation (EU) 2017/1129, accompanied by the relevant metadata. Delegated Regulation (EU) 2019/979 should be updated to reflect those changes.
(5)Further amendments to the submissible machine-readable data are necessary to address minor issues identified by ESMA. Those amendments concern an addition of a new data field and changes to the information to be included in data fields. The list of metadata laid down in Annex VII to Delegated Regulation (EU) 2019/979 should be updated accordingly.
(6)A reference to Directive 2003/71/EC of the European Parliament and of the Councilnote was removed from Article 19(1), point (a), of Regulation (EU) 2017/1129. As a result of that change, it was no longer possible to incorporate by reference documents which have been approved by a competent authority, or filed with it in accordance with Directive 2003/71/EC. That impacted fungible issuances of non-equity securities that were originally offered to the public or admitted to trading on a regulated market under Directive 2003/71/EC, since the terms and conditions of those securities were normally incorporated by reference into the prospectus approved under Regulation (EU) 2017/1129. To avoid increasing issuers’ administrative burden, it is necessary to lay down a list of additional documents that may be incorporated by reference into prospectuses, beyond those listed in Article 19(1) of Regulation (EU) 2017/1129. That would make it possible to include documents which have been approved by a competent authority, or filed with it, in accordance with Directive 2003/71/EC, so as to maintain the pre-existing requirements and avoid duplication of information that has already been disclosed and published under other Union law.
(7)Regulation (EU) 2023/2631 introduced optional sustainable disclosure templates for bonds marketed as environmentally sustainable and for sustainability-linked bonds to facilitate comparison and address greenwashing. To incentivise issuers to use those optional pre-issuance disclosure templates, it is necessary to add them to the list of additional documents that may be incorporated by reference into prospectuses. That would reduce the costs associated with drawing up the additional disclosures on the ESG-related aspects of securities and help minimising burdens for issuers drawing up a prospectus, in line with the objectives to reduce the regulatory burden and costs for companies, especially for SMEs and small mid-caps, associated with the listing process.
(8)This Regulation is based on the draft regulatory technical standards submitted to the Commission by ESMA. ESMA has conducted open public consultations on the draft regulatory technical standards on which this Regulation is based, analysed the potential related costs and benefits and requested the advice of the Securities and Markets Stakeholder Group established in accordance with Article 37 of Regulation (EU) No 1095/2010 of the European Parliament and of the Councilnote. ESMA did not conduct a separate open public consultation and analysis in relation to the draft regulatory technical standards on the incorporation by reference of additional documents into prospectuses, considering it disproportionately burdensome, given the limited scope and impact of the proposed changes. In relation to the incorporation by reference of optional pre-issuance disclosure documents under Regulation (EU) 2023/2631, ESMA gathered feedback from stakeholders in its Consultation Paper on draft technical advice concerning the Prospectus Regulation and on updating the CDR on metadatanote with most stakeholders supporting the proposal by ESMA.
(9)To minimise the burden on competent authorities and on issuers, the date of application of this Regulation should be aligned with the date of application of the requirements laid down in Article 21a of Regulation (EU) 2017/1129. That alignment is to enable the use of the notification portal established in Article 25(6) of Regulation (EU) 2017/1129 to ensure that the information specified in Article 21a(1) of that Regulation is accessible on ESAP.
(10)The provisions laid down in this Regulation are substantively linked to each other, as they amend the same Delegated Regulation and mostly relate to the new types of prospectuses or the nature of information included therein, either on mandatory or on voluntary basis, resulting from the amendments introduced by Regulation (EU) 2024/2809,
HAS ADOPTED THIS REGULATION:
Article 1Amendments to Delegated Regulation (EU) 2019/979#
(1)The following Articles 11a and 11b are inserted:‘Article 11aInformation accessible on European Single Access PointFor the purposes of Article 21a of Regulation (EU) 2017/1129, competent authorities may make the information referred to in Article 21a(1) accessible on European Single Access Point (ESAP) by providing ESMA via the notification portal referred to in Article 25(6) of that Regulation with an electronic copy of that information, and the data necessary for its classification in the storage mechanism referred to in Article 21(6) of Regulation (EU) 2017/1129, in accordance with the tables set out in Annex VII to this Regulation.Article 11bElectronic copy of exemption documentsCompetent authorities may provide ESMA via the notification portal referred to in Article 25(6) of Regulation (EU) 2017/1129 with an electronic copy of the documents referred to in Article 1(4), points (da) and (db), and Article 1(5), point (ba), of Regulation (EU) 2017/1129 for the analysis referred to in Article 47(3), point (a), of that Regulation.’;
(2)Article 12 is replaced by the following:‘Article 12Practical arrangements to ensure the machine readability of the dataThe competent authority shall provide the accompanying data referred to in Articles 11, 11a and 11b in a common XML format and in accordance with the format and standards set out in the tables in Annex VII.’;
(3)the following Chapter VIa is inserted:‘CHAPTER VIaDOCUMENTS FOR INCORPORATION BY REFERENCE INTO A PROSPECTUS AS REFERRED TO IN ARTICLE 19 OF REGULATION (EU) 2017/1129Article 21aIn addition to the documents set out in Article 19(1) of Regulation (EU) 2017/1129, the following documents may be incorporated by reference into a prospectus:
(a)documents which have been approved by a competent authority, or filed with it, in accordance with Directive 2003/71/EC of the European Parliament and of the Councilnote;
(b)pre-issuance disclosures for issuers of bonds marketed as environmentally sustainable or of sustainability-linked bonds as referred to in Article 20 of Regulation (EU) 2023/2631 of the European Parliament and of the Councilnote.
notenote
(4)Annex VII is replaced by the Annex to this Regulation.
Article 2Entry into force and application#
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.Article 1, points (1), (2) and (4), however, shall apply from 10 July 2026.
VII · Machine-readable data to be provided to esma
| Number | Field | Content to be reported | Format and Standard to be used for reporting |
|---|---|---|---|
| 1. | National identifier | Unique identifier of the uploaded record, assigned by the sending NCA | {ALPHANUM-50} |
| 2. | Related national identifier | Unique identifier of the record to which the uploaded record relates, assigned by the sending NCANot reported in case the related national identifier is not applicable | {ALPHANUM-50} |
| 3. | Sending Member State | Country code of the Member State which approved the uploaded record or with which the uploaded record was filed | {COUNTRYCODE_2} |
| 4. | Receiving Member State(s) | Country code of the Member State(s) to which uploaded record is to be notified or communicatedWhen multiple Member States shall be communicated, field 4 shall be reported as many times as necessary | {COUNTRYCODE_2} |
| 5. | Document type | The type of uploaded document(s) | Choice from list of predefined fields:BPFT – Base prospectus with final termsBPWO – Base prospectus without final termsSTDA – Standalone prospectusREGN – Registration documentURGN – Universal registration documentSECN – Securities noteFTWS – Final terms, including the summary of the individual issue annexed to themSMRY – SummarySUPP – SupplementSUMT – Translation of summaryAPPT – Translation of appendixCOAP – Certificate of ApprovalAMND – AmendmentEXMP – Exemption document under Article 1(4), point (da), Article 1(4), point (db), Article 1(5), point (ba), Article 1(4), point (f), Article 1(4), point (g), Article 1(5), point (e), or Article 1(5), point (f), of Regulation (EU) 2017/1129FOPA – Final offer price and amount of securities under Article 17(2) of Regulation (EU) 2017/1129When multiple documents shall be communicated, field [5] shall be reported as many times as necessary to describe each document composing the record |
| 6. | Exemption category | Reason for the exemptionMultiple categories may be selected | EDPR – Exemption document under Article 1(4), point (da), Article 1(4), point (db) or Article 1(5), point (ba), of Regulation (EU) 2017/1129 [fungible securities]EDMD – Exemption document under Article 1(4), point (g), or Article 1(5), point (f), of Regulation (EU) 2017/1129 [merger or division]EDTK – Exemption document under Article 1(4), point (f), or Article 1(5), point (e), of Regulation (EU) 2017/1129 [takeover] |
| 7. | Structure type | The format chosen for the prospectus | Choice from list of predefined fields:SNGL – Single document prospectusSPWS – Prospectus consisting of separate documents with summarySPWO – Prospectus consisting of separate documents without summary |
| 8. | Approval or filing date | The date on which the uploaded record was approved or filed | {DATEFORMAT} |
| 9. | Language | The EU language in which the uploaded record is drafted | {LANGUAGE} |
| 10. | Offeror standardised name | Name and surname of the offeror in case the offeror is a natural personWhen multiple offerors shall be communicated, field [10] shall be reported as many times as necessary | {ALPHANUM-280} |
| 11. | Guarantor standardised name | Name and surname of the guarantor in case the guarantor is a natural personWhen multiple guarantors shall be communicated, field [11] shall be reported as many times as necessary | {ALPHANUM-280} |
| 12. | Issuer LEI | Legal Entity Identifier of the issuerWhen multiple issuers shall be communicated, field [12] shall be reported as many times as necessary | {LEI} |
| 13. | Offeror LEI | Legal Entity Identifier of the offerorWhen multiple offerors shall be communicated, field [13] shall be reported as many times as necessary | {LEI} |
| 14. | Guarantor LEI | Legal Entity Identifier of the guarantorWhen multiple guarantors shall be communicated, field [14] shall be reported as many times as necessary | {LEI} |
| 15. | Offeror residency | Offeror’s residency in case the offeror is a natural personWhen multiple offerors shall be communicated, field [15] shall be reported as many times as necessary | {COUNTRYCODE_2} |
| 16. | Guarantor residency | Guarantor’s residency in case the guarantor is a natural personWhen multiple guarantors shall be communicated, field [16] shall be reported as many times as necessary | {COUNTRYCODE_2} |
| 17. | FISN | Financial Instrument Short Name of the securityThis field should be repeated for each ISIN | {FISN} |
| 18. | ISIN | International Securities Identification Number | {ISIN} |
| 19. | CFI | Classification of Financial Instrument codeThis field should be repeated for each ISIN | {CFI_CODE} |
| 20. | Issuance currency | Code representing the currency in which the nominal or notional value is denominatedThis field should be repeated for each ISIN | {CURRENCYCODE_3} |
| 21. | Denomination per unit | Nominal value or notional value per unit in the issuance currencyThis field should be repeated for each ISINField applicable to securities with defined denomination | {DECIMAL-18/5} |
| 22. | Identifier or name of the underlying | ISIN code of the underlying security/index or name of the underlying security/index if an ISIN does not existWhen basket of securities, to be identified accordinglyField applicable to securities with defined underlying. This field should be repeated for each ISIN of such securities | For unique underlying:in case of security or index with existing ISIN: {ISIN}in case the index has no ISIN: {INDEX}otherwise: {ALPHANUM-50}For multiple underlyings (more than one): “BSKT” |
| 23. | Maturity or expiry date | Date of maturity or expiry date of the security, when applicableThis field should be repeated for each ISINField applicable to securities with defined maturity | {DATEFORMAT}For perpetual debt securities field 22 shall be populated with the value 9999-12-31 |
| 24. | Volume offered | Number of securities offeredField applicable only to equityThis field should be repeated for each applicable ISIN | {INTEGER-18}Either as single value, range of values, maximum |
| 25. | Price offered | Price per security offered, in monetary value. The currency of the price is the consideration offered currencyField applicable only to equityThis field should be repeated for each applicable ISIN | {DECIMAL-18/5}Either as single value, range of values, maximum“PNDG” in case the price offered is not available but pending“NOAP” in case the price offered is not applicable |
| 26. | Consideration offered | Total amount offered, in monetary value of the currency of the consideration offeredThis field should be repeated for each ISIN | {DECIMAL-18/5}Either as single value, range of values, maximum“PNDG” in case the consideration offered is not available but pending“NOAP” in case the consideration offered is not applicable |
| 27. | Consideration offered currency | Code representing the currency of the consideration offeredThis field should be repeated for each ISIN | {CURRENCYCODE_3} |
| 28. | Final offer price | Price per security offered, in monetary value.Field applicable only to equityField applicable only to final offersThis field should be repeated for each applicable ISIN | {DECIMAL-18/5}Single value |
| 29. | Final offer price currency | The currency of the final offerField applicable only to equity | {CURRENCYCODE_3} |
| 30. | Final offer volume | Number of securities offeredField applicable only to final offersThis field should be repeated for each applicable ISIN | {INTEGER-18}Single value |
| 31. | Final offer consideration | Total amount offered, in monetary value of the consideration offered currencyThis field should be repeated for each ISIN | {DECIMAL-18/5}Single value |
| 32. | Type of security | Classification of categories of equity and non-equity securitiesThis field should be repeated for each ISIN | Choice from list of predefined fields:EquitySHRS: ShareUCEF: Unit or share in closed end fundsCVTS: Convertible securityDPRS: Depository receiptOTHR: Other equityDebtDWLD: Debt with denomination per unit of at least EUR 100000DWHD: Debt with denomination per unit of less than EUR 100000DLRM: Debt with denomination per unit of less than EUR 100000 traded on a regulated market to which only qualified investors have accessABSE: ABSDERV: Derivative security |
| 33. | Type of offer/admission | Taxonomy according to Regulation (EU) 2017/1129, Directive 2014/65/EU and Regulation (EU) No 600/2014This field should be repeated for each ISIN | Choice from list of predefined fields:IOWA: Initial offer without admission to trading on a regulated marketIORM: Initial offer with admission to trading on a regulated marketSOWA: Secondary offer without admission to trading on a regulated marketIRMT: Initial admission to trading on regulated marketIPTM: Initial admission to trading on regulated market from previously being traded on MTFIMTF: Initial admission to trading on MTF with offer to the publicSOOA: Secondary offer with admission to trading on a regulated marketSIWO: Secondary issuance on a regulated market without an offer to the publicSIOP: Secondary issuance on an MTF with an offering to the public |
| 34. | Characteristics of the trading venue where the security is initially admitted to trading | Taxonomy according to Regulation (EU) 2017/1129, Directive 2014/65/EU and Regulation (EU) No 600/2014This field should be repeated for each ISIN | Choice from list of predefined fields:RMKT: RM open to all investorsRMQI: RM, or segment thereof, limited to qualified investorsMSGM: MTF which is a SME growth marketMLTF: MTF which is not a SME growth market |
| 35. | Disclosure regime | The annex number in accordance with which the prospectus is drafted under Delegated Regulation (EU) 2019/980When multiple annexes shall be communicated, field 35 shall be reported as many times as necessary | {INTEGER-2} From 1 to [50] |
| 36. | EU Growth issuance prospectus | Reason based on which an EU Growth issuance prospectus has been used | Choice from list of predefined fields:S15A: issuers under Article 15a(1), point (a), of Regulation (EU) 2017/1129I15B: issuers under Article 15a(1), point (b), of Regulation (EU) 2017/1129I15C: issuers under Article 15a(1), point (c), of Regulation (EU) 2017/1129O15D: offerors of securities under Article 15a(1), point (d), of Regulation (EU) 2017/1129 |
| 37. | EU Follow-on prospectus | Reason why an EU Follow-on prospectus has been used | Choice from list of predefined fields:I14A: issuers under Article 14a(1), point (a), of Regulation (EU) 2017/1129I14B: issuers under Article 14a(1), point (b), of Regulation (EU) 2017/1129I14C: issuers under Article 14a(1), point (c), of Regulation (EU) 2017/1129O14D: offerors of securities under Article 14a(1), point (d), of Regulation (EU) 2017/1129 |
| 38. | Regulation (EU) 2023/2631 | Flag indicating whether the security qualifies as “European Green Bond” or “EuGB”, a bond marketed as environmentally sustainable or a sustainability-linked bondThis field should be repeated for each ISIN | EuGB: security using the designation European Green Bond or EuGB under Article 3 of Regulation (EU) 2023/2631ESSL: bonds marketed as environmentally sustainable or sustainability-linked bonds whose issuers make voluntary disclosures under Articles 20 and 21 of Regulation (EU) 2023/2631SEGB: securitisation bond designated as European Green Bond or EuGB under Article 16 of Regulation (EU) 2023/2631In case of EuGB or SEGB: {LEI} of the external reviewer |
| Symbol | Data Type | Definition |
|---|---|---|
| {ALPHANUM-n} | Up to n alphanumerical characters | Free text field |
| {CFI_CODE} | 6 characters | CFI code, as defined in ISO 10962 |
| {COUNTRYCODE_2} | 2 alphanumerical characters | 2-letter country code, as defined by ISO 3166-1 alfa-2 country code |
| {DATEFORMAT} | Dates in the following format: YYYY-MM-DDDates shall be reported in UTC | ISO 8601 date format |
| {LANGUAGE} | 2-letter code | ISO 639-1 |
| {LEI} | 20 alphanumerical characters | Legal entity identifier as defined in ISO 17442 |
| {FISN} | 35 alphanumerical characters with the following structure | FISN code, as defined in ISO 18774 |
| {ISIN} | 12 alphanumerical characters | ISIN code, as defined in ISO 6166 |
| {CURRENCYCODE_3} | 3 alphanumerical characters | 3-letter currency code, as defined by ISO 4217 currency codes |
| {DECIMAL-n/m} | Decimal number of up to n digits in total, of which up to m digits can be fraction digits | Numerical fieldDecimal separator is “.” (full stop)Values are rounded and not truncated |
| {INTEGER-n} | Integer number of up to n digits in total | Numerical field |
| {INDEX} | 4 alphabetic characters | “ESTR” – €STR“EURI” – EURIBOR“EUUS” – EURODOLLAR“EUCH” – EuroSwiss“GCFR” – GCF REPO“ISDA” – ISDAFIX“LIBI” – LIBID“MAAA” – Muni AAA“PFAN” – Pfandbriefe“TIBO” – TIBOR“STBO” – STIBOR“BBSW” – BBSW“JIBA” – JIBAR“BUBO” – BUBOR“CDOR” – CDOR“CIBO” – CIBOR“MOSP” – MOSPRIM“NIBO” – NIBOR“PRBO” – PRIBOR“TLBO” – TELBOR“WIBO” – WIBOR“TREA” – Treasury“SWAP” – SWAP“FUSW” – Future SWAP“EFFR” – Effective Federal Funds Rate“OBFR” – Overnight Bank Funding Rate“CZNA” – CZEONIA“TONA” – TONA |
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