# Regulation (EU) 2017/1129 (Prospectus Regulation) — prospectus to be published when securities are offered or admitted to trading URL: https://consilena.com/coverage/laws/ksrc_djkze8vrzs2dsksv - Jurisdiction: European Union - Type: Regulation - Identifier: 32017R1129 - Current as of: 14 June 2017 - Provisions: 49 - Official text: https://eur-lex.europa.eu/eli/reg/2017/1129/oj > The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law. ## Provisions - **Data protection**: With regard to the processing of personal data within the framework of this Regulation, competent authorities shall carry out their tasks for… - **Reporting of infringements**: 1. Competent authorities shall establish effective mechanisms to encourage and enable reporting of actual or potential infringements… - **Powers of competent authorities**: 1. In order to fulfil their duties under this Regulation, competent authorities shall have, in accordance with national law, at… - **Professional secrecy**: 1. All information exchanged between the competent authorities under this Regulation that concerns business or operational conditions and… - **Supplements to the prospectus**: 1. Every significant new factor, material mistake or material inaccuracy relating to the information included in a prospectus… - **ESMA report on prospectuses**: 1. Based on the documents made public through the mechanism referred to in Article 21(6), ESMA shall publish every year a report… - **Union scope of approvals of prospectuses**: 1. Without prejudice to Article 37, where an offer of securities to the public or admission to trading on a regulated… - **Risk factors**: 1. The risk factors featured in a prospectus shall be limited to risks which are specific to the issuer and/or to the securities and which are… - **Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with the laws of a third country**: … - **Incorporation by reference**: 1. Information may be incorporated by reference in a prospectus where it has been previously or simultaneously published… - **Voluntary prospectus**: 1. Where an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of this… - **Publication of the prospectus**: 1. Once approved, the prospectus shall be made available to the public by the issuer, the offeror or the person asking for… - **Notification of prospectuses and supplements and communication of final terms**: 1. The competent authority of the home Member State shall, at the request of the… - **Cooperation with third countries**: 1. For the purpose of Article 29 and, where deemed necessary, for the purpose of Article 28, the competent authorities of… - **Subsequent resale of securities**: 1. Any subsequent resale of securities which were previously the subject of one or more of the types of offer of securities to… - **Competent authorities**: 1. Each Member State shall designate a single competent administrative authority responsible for carrying out the duties resulting from… - **Minimum information and format**: 1. The Commission shall adopt delegated acts in accordance with Article 44 to supplement this Regulation regarding the format of… - **Review**: 1. Before 21 July 2022 the Commission shall present a report to the European Parliament and the Council on the application of this Regulation… - **Exercise of the delegation**: 1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this Article. 2. The… - **Committee procedure**: 1. The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (27). That… - **Obligation to publish a prospectus and exemption**: 1. Without prejudice to Article 1(4), securities shall only be offered to the public in the Union after prior… - **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… - **Definitions**: For the purposes of this Regulation, the following definitions apply: (a) ‘securities’ means transferable securities as defined in point (44) of… - **Final offer price and amount of securities**: 1. Where the final offer price and/or amount of securities to be offered to the public, whether expressed in number… - **The prospectus**: 1. Without prejudice to Article 14(2) and Article 18(1), a prospectus shall contain the necessary information which is material to an investor… - **Simplified disclosure regime for secondary issuances**: 1. The following persons may choose to draw up a simplified prospectus under the simplified disclosure… - **The base prospectus**: 1. For non-equity securities, including warrants in any form, the prospectus may, at the choice of the issuer, offeror or person asking for… - **Notification of registration documents or universal registration documents**: 1. This Article shall only apply to issues of non-equity securities referred to in… - **Exercise of supervisory powers and powers to impose sanctions**: 1. Competent authorities, when determining the type and level of administrative sanctions and… - **Repeal**: 1. Directive 2003/71/EC is repealed with effect from 21 July 2019, except for: (a) points (a) and (g) of Article 4(2) of Directive 2003/71/EC, which are… - **Precautionary measures**: 1. Where the competent authority of the host Member State has clear and demonstrable grounds for believing that irregularities have been… - **Advertisements**: 1. Any advertisement relating either to an offer of securities to the public or to an admission to trading on a regulated market shall comply… - **Scrutiny and approval of the prospectus**: 1. A prospectus shall not be published unless the relevant competent authority has approved it, or all of its… - **Omission of information**: 1. The competent authority of the home Member State may authorise the omission from the prospectus, or constituent parts thereof, of… - **Use of language**: 1. Where an offer of securities to the public is made or admission to trading on a regulated market is sought only in the home Member State… - **The prospectus summary**: 1. The prospectus shall include a summary that provides the key information that investors need in order to understand the nature and… - **Subject matter, scope and exemptions**: 1. This Regulation lays down requirements for the drawing up, approval and distribution of the prospectus to be published… - **Entry into force and application**: 1. This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of… - **Administrative sanctions and other administrative measures**: 1. Without prejudice to the supervisory and investigatory powers of competent authorities under… - **Reporting sanctions to ESMA**: 1. The competent authority shall, on an annual basis, provide ESMA with aggregate information regarding all administrative… - **Publication of decisions**: 1. A decision imposing an administrative sanction or other administrative measure for infringement of this Regulation shall be… - **Responsibility attaching to the prospectus**: 1. Member States shall ensure that responsibility for the information given in a prospectus, and any supplement… - **Cooperation between competent authorities**: 1. Competent authorities shall cooperate with each other and with ESMA for the purposes of this Regulation. They… - **The universal registration document**: 1. Any issuer whose securities are admitted to trading on a regulated market or an MTF may draw up every financial year a… - **Right of appeal**: Member States shall ensure that decisions taken under this Regulation are properly reasoned and subject to a right of appeal before a tribunal… - **Cooperation with ESMA**: 1. The competent authorities shall cooperate with ESMA for the purposes of this Regulation, in accordance with Regulation (EU) No… - **Validity of a prospectus, registration document and universal registration document**: 1. A prospectus, whether a single document or consisting of separate… - **Prospectuses consisting of separate documents**: 1. An issuer that has already had a registration document approved by a competent authority shall be required to… - **Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with this Regulation**: Where a… - **Administrative sanctions and other administrative measures**: 2. Member States shall, in accordance with national law, ensure that competent authorities have the… - **Use of language**: 3. Where an offer of securities to the public is made or an admission to trading on a regulated market is sought in more than one Member State… - **Advertisements**: (1), in the event that a prospectus is required to be published. 6. The competent authority of the Member State where the advertisements are… - **Supplements to the prospectus**: 2. Where the prospectus relates to an offer of securities to the public, investors who have already agreed to purchase or… - **Powers of competent authorities**: or OTFs to suspend trading on a regulated market, an MTF or an OTF for a maximum of 10 consecutive working days on any single… - **Prospectuses consisting of separate documents**: (2), shall be required to draw up only the securities note and the summary when securities are offered to the… - **Incorporation by reference**: (24); (k) memorandum and articles of association. Such information shall be the most recent available to the issuer. Where only… - **EU Growth prospectus**: 2. The Commission shall, by 21 January 2019, adopt delegated acts in accordance with Article 44 to supplement this Regulation by… - **The prospectus summary**: 4. The summary shall be made up of the following four sections: (a) an introduction, containing warnings; (b) key information on the… - **Cooperation between competent authorities**: 4. The competent authority may request assistance from the competent authority of another Member State with regard to… - **Minimum information and format**: 2. The Commission shall, by 21 January 2019, adopt delegated acts in accordance with Article 44 to supplement this Regulation by… - **Scrutiny and approval of the prospectus**: 4. Where the competent authority finds that the draft prospectus does not meet the standards of completeness… - **Notification of prospectuses and supplements and communication of final terms**: (2) shall be stated in the certificate of approval, as well as its justification… - **Exercise of the delegation**: (3) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period… - **The base prospectus**: 5. Where the final terms are neither included in the base prospectus, nor in a supplement, the issuer shall make them available to the… - **Publication of the prospectus**: 3. The prospectus shall be published on a dedicated section of the website which is easily accessible when entering the website… - **Cooperation with third countries**: 3. The competent authorities shall conclude cooperation arrangements on exchange of information with the supervisory… - **Responsibility attaching to the prospectus**: (1), including any translation thereof, unless: (a) it is misleading, inaccurate or inconsistent, when read together… - **Definitions**: (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… - **Notification of registration documents or universal registration documents**: 2. A competent authority that has approved a registration document, or a universal… - **The universal registration document**: (21), approved by a competent authority for at least two consecutive financial years and have thereafter filed, in… - **Publication of decisions**: 2. Where the publication of the identity of the legal entities, or identity or personal data of natural persons, is considered by the… - **Risk factors**: 4. In order to encourage appropriate and focused disclosure of risk factors, ESMA shall develop guidelines to assist competent authorities in… - **Simplified disclosure regime for secondary issuances**: (1), the simplified prospectus shall contain the relevant reduced information which is necessary to enable… - **Omission of information**: 3. Where securities are guaranteed by a Member State, an issuer, an offeror or a person asking for admission to trading on a regulated… - **Subject matter, scope and exemptions**: 3. Without prejudice to the second subparagraph of this paragraph and to Article 4, this Regulation shall not apply to an… - **Publication of the prospectus**: 25. The published list, including the hyperlinks, shall be kept up-to-date and each item shall remain on the website at least for… - **Notification of registration documents or universal registration documents**: (2) shall be stated in the certificate, as well as its justification. The competent… - **Supplements to the prospectus**: 3. Where the securities are purchased or subscribed through a financial intermediary, that financial intermediary shall inform… - **Cooperation between competent authorities**: 1. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first… - **Subject matter, scope and exemptions**: (2), containing information describing the transaction and its impact on the issuer; (g) securities offered, allotted or… - **Notification of prospectuses and supplements and communication of final terms**: (2), and the final terms of base prospectuses, for the purpose of the… - **Administrative sanctions and other administrative measures**: the national currency on 20 July 2017. 3. Member States may provide for additional sanctions or… - **Use of language**: (4), the final terms are communicated to the competent authority of the host Member State or, if there is more than one host Member State, to… - **Advertisements**: 8. By way of derogation from paragraph 6, any two competent authorities may conclude an agreement whereby, for the purposes of exercising… - **The base prospectus**: 7. The specific information on each of the different securities included in a base prospectus shall be clearly segregated. 8. A summary… - **Scrutiny and approval of the prospectus**: 6. By way of derogation from paragraphs 2 and 4, the time limits set out in the first subparagraph of paragraph 2 and… - **The prospectus summary**: 5. The section referred to in point (a) of paragraph 4 shall contain: (a) the name and international securities identification number… - **The universal registration document**: (3), the filing of the amendment with the competent authority shall not require approval. 8. The competent authority may at… - **Definitions**: (1) of Directive 2014/65/EU; (k) ‘advertisement’ means a communication with both of the following characteristics: (i) relating to a specific offer… - **Powers of competent authorities**: (26), until such prohibition or restriction has ceased; (k) to refuse approval of any prospectus drawn up by a certain issuer… - **Publication of decisions**: 3. Where the decision to impose a sanction or measure is subject to appeal before the relevant judicial or other authorities… - **Simplified disclosure regime for secondary issuances**: 1. The schedules shall include in particular: (a) the annual and half-yearly financial information… - **Scrutiny and approval of the prospectus**: 8. On request of the issuer, the offeror or the person asking for admission to trading on a regulated market, the… - **Subject matter, scope and exemptions**: (3) shall not apply to the admission to trading on a regulated market of any of the following: (a) securities fungible… - **Use of language**: 5. Where a prospectus relates to the admission to trading on a regulated market of non-equity securities and admission to trading on a… - **Powers of competent authorities**: ESMA shall be entitled to participate in on-site inspections referred to in point (n) of the first subparagraph where those… - **Publication of the prospectus**: 8. An approved prospectus shall contain a prominent warning stating when the validity of the prospectus will expire. The warning… - **The universal registration document**: (6). By way of derogation from the second subparagraph, where the competent authority notifies the issuer that its request… - **Definitions**: (1) of Directive 2004/109/EC; (m) ‘home Member State’ means: (i) for all issuers of securities established in the Union which are not mentioned in… - **Supplements to the prospectus**: 6. When scrutinising a supplement before approval, the competent authority may request that the supplement contains a… - **Notification of registration documents or universal registration documents**: (3), the notification shall be accompanied by a translation of the appendix to the… - **The prospectus summary**: the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities; (f)… - **The base prospectus**: 11. An offer of securities to the public may continue after the expiration of the base prospectus under which it was commenced provided… - **Scrutiny and approval of the prospectus**: 9. This Regulation shall not affect the competent authority’s liability, which shall continue to be governed solely by… - **Definitions**: in accordance with point (i)(iii) of Article 2 (1) of Directive 2004/109/EC; (n) ‘host Member State’ means the Member State where an offer of securities to the… - **Notification of registration documents or universal registration documents**: (5), the supplement shall be notified to each competent authority which has approved… - **Publication of the prospectus**: 11. A copy of the prospectus on a durable medium shall be delivered to any potential investor, upon request and free of charge… - **Subject matter, scope and exemptions**: (2), containing information describing the transaction and its impact on the issuer; (f) securities offered, allotted or… - **The universal registration document**: (6), provided that: (a) upon the filing or submission for approval of each universal registration document, the issuer… - **The prospectus summary**: 10. - **Definitions**: (1) of Directive 2014/65/EU; (v) ‘organised trading facility’ or ‘OTF’ means an organised trading facility as defined in point (23) of Article 4… - **Subject matter, scope and exemptions**: (2), containing information describing the transaction and its impact on the issuer; (g) shares offered, allotted or to be… - **The universal registration document**: 12. Where the universal registration document filed with or approved by the competent authority is made public at the… - **Scrutiny and approval of the prospectus**: 12. ESMA shall use its powers under Regulation (EU) No 1095/2010 to promote supervisory convergence with regard to the… - **The prospectus summary**: contained in the prospectus in accordance with Article 16 (3), while not exceeding the total number of risk factors set out in paragraph… - **The universal registration document**: (2) of Directive 2004/109/EC. 13. Paragraph 12 shall only apply where the home Member State of the issuer for the purposes… - **Subject matter, scope and exemptions**: than 18 months; (ii) that, for securities first admitted to trading on a regulated market after 1 July 2005, the admission… - **The prospectus summary**: (3) of Regulation (EU) No 1286/2014. Where, in accordance with the third subparagraph of Article 8 (9), a single summary covers several… - **Subject matter, scope and exemptions**: (3) shall be extended by two additional sides of A4-sized paper, drawn up in a language accepted by the competent… - **The prospectus summary**: 8. The section referred to in point (d) of paragraph 4 shall contain the following information: (a) under a sub-section entitled ‘Under… - **Subject matter, scope and exemptions**: (1) of that Regulation; (d) where the shares qualify as eligible own funds or eligible basic own funds as defined in… - **The prospectus summary**: 10. The total number of risk factors included in the sections of the summary referred to in point (c) of paragraph 6 and point (c)(iv)… --- Consilena is a software provider, not a law firm. AI output is not legal advice: consult a licensed lawyer in the relevant jurisdiction. Page: https://consilena.com/coverage/laws/ksrc_djkze8vrzs2dsksv. 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