Regulation 2017/1129 - Prospectus to be published when securities are offered to the public or admitted to trading on a regulated market - Main contents
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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/ECText with EEA relevance.| Legal instrument | Regulation |
|---|---|
| Number legal act | Regulation 2017/1129 |
| Original proposal | COM(2015)583  |
| CELEX number i | 32017R1129 |
| Document | 14-06-2017; Date of signature |
|---|---|
| Publication in Official Journal | 30-06-2017; OJ L 168 p. 12-82 |
| Signature | 14-06-2017 |
| Effect | 20-07-2017; Entry into force Date pub. +20 See Art 49.1 20-07-2017; Application Partial application See Art 49.2 21-07-2018; Application Partial application See Art 49.2 21-07-2019; Application See Art 49.2 |
| Deadline | 21-07-2019; See Art 46.3 21-07-2022; Review See Art 48.1 31-12-2022; See Art 47a And 32021R0337 |
| End of validity | 31-12-9999 |
| Transposition | 21-07-2019; Adoption See Art 49.3 |
30.6.2017 |
EN |
Official Journal of the European Union |
L 168/12 |
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/EC
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Central Bank (1),
Having regard to the opinion of the European Economic and Social Committee (2),
After consulting the Committee of the Regions,
Acting in accordance with the ordinary legislative procedure (3),
Whereas:
(1) |
This Regulation constitutes an essential step towards the completion of the Capital Markets Union as set out in the Communication of the Commission of 30 September 2015, entitled ‘Action Plan on Building a Capital Markets Union’. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union (‘the Union’), make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs. |
(2) |
Directive 2003/71/EC of the European Parliament and of the Council (4) laid down harmonised principles and rules on the prospectus to be drawn up, approved and published when securities are offered to the public or admitted to trading on a regulated market. Given the legislative and market developments since its entry into force, that Directive should be repealed and replaced by this Regulation. |
(3) |
Disclosure of information in cases of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by removing asymmetries of information between them and issuers. Harmonising such disclosure allows for the establishment of a cross-border passport mechanism which facilitates the effective functioning of the internal market in a wide variety of securities. |
(4) |
Divergent approaches would result in fragmentation of the internal market since issuers, offerors and persons asking for admission to trading on a regulated market would be subject to different rules in different Member States and prospectuses approved in one Member State could be prevented from being used in other Member States. In the absence of a harmonised framework to ensure uniformity of disclosure and the functioning of the passport in the Union it is therefore likely that differences in Member States’ laws would create obstacles to the smooth functioning of the internal market for securities. Therefore, to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is appropriate to lay down a regulatory framework for prospectuses at Union level. |
(5) |
It is appropriate and necessary for the rules on disclosure when securities are offered to the public or admitted to trading on a regulated market to take the legislative form of a regulation in order to ensure that provisions directly imposing obligations on persons involved in offers of securities to the public and in admissions of securities to trading on a regulated market are applied in a uniform manner throughout the Union. Since a legal framework for the provisions on prospectuses necessarily involves measures specifying precise requirements for all different aspects inherent to prospectuses, even... |
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