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ESMA publishes list of thresholds for when an EU Prospectus is not required

The European Securities and Markets Authority (ESMA) publishes list of thresholds for when an EU Prospectus is not required

Background

  • The European Securities and Markets Authority (ESMA) has published on 8th February a document listing the thresholds below which an offer of securities to the public does not need a prospectus in the various Member States of the European Union (EU). 

Impact

  • ESMA has drawn up this document to create transparency around the regimes adopted across the EU.
  • The Prospectus Regulation introduces a new threshold below which an offer does not require a prospectus.
  • This threshold is one million Euros. Member States may decide to raise that threshold to a maximum of eight million Euros provided that an offer will not be passported to another Member State.
  • If any discrepancy is identified between the information in the document and legislation or rules published nationally, priority should therefore be given to the latter.
  • Per CP19/6, the FCA elected to put in place an €8m threshold on 20th July 2018.
  • ESMA’s document contains information provided by national competent authorities setting out:
  • A short description of the national thresholds below which no prospectus is required;
  • A summary of any national rules which apply to offers below that threshold; and
  • Hyperlinks to the relevant national legislation and rules.

Timeline

  • Published 8th February 2019

Associated Regulatory Updates

  • EU Prospectus Regulations 2019 and CP 19/6