ESMA’s list of national thresholds below which the obligation to publish a prospectus does not apply

The European Securities and Markets Authority (“ESMA”) has recently published a document containing a list of thresholds below which an offer of securities would not need a prospectus. This list aims to create transparency around the different rules adopted across the European Union (“EU”).

ESMA’s document contains information provided by national competent authorities setting out, inter alia, the national thresholds below which the issuer would not need a prospectus and a summary of any national rules which apply to offers below that threshold.

The Prospectus Regulation

In accordance with the new thresholds set in the Prospectus Regulation, if an offer of securities to the public does not exceed 1 million euros over a period of 12 months, it will not require a prospectus. However, EU Member States have the possibility to raise this threshold to a maximum of eight million euros, provided that such offer will not be passported to another Member State.

Thresholds applied in Malta

In the Maltese context, for any offer of securities which is below 5 million euros calculated over a period of 12 months, an issuer is not required to issue a prospectus. However, the issuer may seek admission to trading on the Prospects MTF, a multi-lateral trading facility operated by the Malta Stock Exchange (“MSE”). This will require, inter alia, submission of an Admission Document to be approved by the MSE and appointment of a Corporate Advisor acting as the primary channel of communication between the issuer and the MSE.

Next steps

ESMA will update and republish the document as soon as it is informed by a Member State of any change in the document. Should a discrepancy between the information laid down in the document and the national legislation or rules be detected, the latter should be given priority.