Delegated regulation 2013/759 - Amendment of Regulation (EC) No 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities - Main contents
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official title
Commission Delegated Regulation (EU) No 759/2013 of 30 April 2013 amending Regulation (EC) No 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities Text with EEA relevance| Legal instrument | delegated regulation |
|---|---|
| Number legal act | Delegated regulation 2013/759 |
| CELEX number i | 32013R0759 |
| Document | 30-04-2013 |
|---|---|
| Publication in Official Journal | 08-08-2013; OJ L 213 p. 1-9 |
| Effect | 28-08-2013; Entry into force Date pub. +20 See Art 3 |
| End of validity | 20-07-2019; Implicitly repealed by 32019R0980 |
8.8.2013 |
EN |
Official Journal of the European Union |
L 213/1 |
COMMISSION DELEGATED REGULATION (EU) No 759/2013
of 30 April 2013
amending Regulation (EC) No 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
Having regard to the Treaty on the Functioning of the European Union,
Having regard to Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (1), and in particular Article 7(1) thereof,
Whereas:
(1) |
Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (2) sets out the minimum information to be included in a prospectus for different kinds of securities in order to comply with Article 7(1) of Directive 2003/71/EC. |
(2) |
The share registration document schedule should be applicable to shares and other transferable securities equivalent to shares but also to other securities giving access to the capital of the issuer by way of conversion or exchange where the underlying shares are not already admitted to trading on a regulated market. |
(3) |
Where the issuer of the underlying shares belongs to the same group as the issuer of the convertible or exchangeable debt securities but the underlying shares are not admitted to trading on a regulated market, information on the issuer is not easily available to investors. Therefore, the share registration schedule should be applicable to those underlying shares and should be added to the combinations used for drawing up the prospectus. |
(4) |
Where securities with warrants or derivative securities give the right to acquire the issuer’s or group’s shares and those shares are not admitted to trading on a regulated market, the relevant information set out in the securities note schedule for derivative securities should be provided to investors. |
(5) |
Where debt securities are exchangeable or convertible into shares already admitted to trading on a regulated market, information on the underlying shares is already available to shareholders and investors in general. Therefore, it should be clarified that it is sufficient to add a statement setting out the type of the underlying and details of where information on the underlying can be obtained in the combinations used for drawing up the securities note of the prospectus. |
(6) |
Where debt securities are convertible or exchangeable into shares which are or will be issued by the issuer of the security or by an entity belonging to its group and these underlying shares are not already admitted to trading on a regulated market, investors should also be provided with a working capital statement and a statement of capitalisation and indebtedness of the issuer of the underlying shares. Those statements would provide investors in the securities note with the same information on the ability of the issuer of the underlying shares to continue as a going concern and on its indebtedness compared to its capitalisation as would be available when investing in shares directly. |
(7) |
Where the underlying shares are issued by a third party and are not admitted to trading on a regulated market the investors do not have easy access to a description of those underlying shares. Therefore, the additional building block describing the underlying share should be added to the combinations used for drawing up the securities note of the... |
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