The Council has given its backing to the Commission's proposal to overhaul prospectus rules that apply when firms wish to tap Europe's capital markets. The Commission proposed a new EU Prospectus Regulation in November 2015 in order to improve access to finance for companies and simplify information for investors.
Many companies that want to raise money from the public need to provide investors with a prospectus. A prospectus is a legal document that describes the company, its main line of business, its finances and shareholding structure. It contains the information an investor needs to have before making a decision whether to invest in the company.
However, prospectuses can also be costly and burdensome for companies, especially smaller ones, to produce, often requiring hundreds of pages of detailed information. For investors, it can prove difficult to wade through very detailed information.
Jonathan Hill, EU Commissioner responsible for Financial Stability, Financial Services and Capital Markets Union, said: "I am really pleased that the Council has reached agreement on our proposal to reform the Prospectus Directive so quickly. Getting this right will make it easier, quicker and cheaper for businesses to raise money on the markets, while ensuring investors get the information they need. This is another step forward for the Capital Markets Union: I hope the European Parliament can now agree on its position quickly so more businesses can get funding to expand."
The Council has today given its support to the main changes proposed by the Commission. The Commission now expects trilogues with the European Parliament to commence after the summer.
Businesses that want to raise capital with the public or list their securities on an exchange need to draw up a prospectus. This should provide potential investors with a true and fair picture of the company, its financial situation and business prospects. The prospectus also contains information on the securities the company wishes to issue and the use it intends to make of the capital raised. The harmonised EU prospectus applies to both the issuance of equity and debt.
The Commission adopted a proposal for a new Prospectus Regulation in November 2015 with the aim of facilitating the prospectus requirements and approval processes for all kinds of companies that wish to raise capital across the EU. The proposal is the result of the review of Prospectus Directive 2003/71/EC and is meant to replace this Directive. In order to alleviate the burden on small issuers, the Commission proposes to raise the threshold for the mandatory prospectus from €5 million to €10 million. This would allow smaller sums to be raised without a prospectus. There will be no fragmentation in the internal market: small issuers that wish to raise capital in several EU Member States can still "opt-into" the EU prospectus.
The Commission's proposal also contains a tailor-made prospectus for small and medium-sized issuers as well as a simplified prospectus for issuers that frequently tap into capital markets. Frequent issuers will be able to use an annual Universal Registration Document (URD), a sort of "shelf registration" containing all the necessary information on the company that wants to list shares or issue debt. They will benefit from significantly reduced approval times (five days maximum) once they decide to seize an opportunity to raise capital.
For more information
More information on the European prospectus regime