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Standardization of Prospectus Requirements Under European Prospectus Regulation

The European Parliament approved the regulation on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The new law is part of the European Capital Markets Union which is planned to be achieved within the next two years. One of the core objectives is that small and medium-sized enterprises (SME’s) benefit from the new prospectus regime.

Exemptions from the obligation to publish a prospectus

No obligation to publish a prospectus shall apply to offers of securities not exceeding 1 million Euros. In addition, Member States may exempt offers if the value of the securities offered over a period of 12 months does not exceed 8 million Euros. In such cases, the Member States may introduce their own rules and define national disclosure requirements at national level. However, the securities may only be offered in that Member State and the issuer may not benefit from the European passporting regime.

EU growth prospectus for SME

The so-called EU growth prospectus is especially designed for SME’s. It is characterized by a standardized format, a summary, as well as a special registration form and a specific description of the securities. An EU growth prospectus may be drawn up for issuers who had an average market capitalization of 500 million Euros during the previous three years and whose securities are admitted for trade on an SME growth market. An issuer who has no securities traded on a stock exchange may choose to issue an EU growth prospectus, provided the offer of securities does not exceed 20 million Euros calculated over a 12-month period and the average number of employees is less than 500.

Comprehensive consulting to issuers

WINHELLER offers issuers of securities comprehensive consulting services on security issues and the preparation of a prospectus. We will be pleased to show you how to derive benefit from the new regulations and how to use them in a legally compliant way. Please do not hesitate to contact us, we look forward to hearing from you.

Continue reading:
Providers of Investments Required to Publish Prospectuses in Germany
Legal requirements for the issuance of securities on the German market

Dr. Annette Wagemann

Dr. Annette Wagemann comprehensively advises companies and their managers on questions regarding business law and banking regulations. She is specialized in the legal structuring of business models, corporate governance and compliance, and especially in business models that require a BaFin license.

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