As of the 21st of July 2019, Regulation (EU) 2017/1129 (the “Prospectus Regulation”) came fully into effect and is directly applicable in all EU member states.
The Prospectus Regulation facilitates the so-called prospectus obligation and the issuance of new security tokens in the EU through the following concepts:
EU Growth Prospectus: the Prospectus Regulation introduces the concept of an EU Growth Prospectus, which permits certain companies to draw up a simplified documentation;
Simplified disclosure regime for secondary issues;
Alleviated wholesale disclosure regime: there is no requirement to include a summary in the prospectus, and more flexible language requirements are available under certain circumstances;
Universal registration document: an optional registration document is available for frequent issuers admitted to trading on regulated markets or MTFs.
Exemption from publishing a prospectus
In contrast to the above, there is no obligation to publish a prospectus where the offer:
is made solely to qualified investors;
is made to fewer than 150 persons other than qualified investors per member state;
consists of securities denominated in units of at least EUR 100,000; or
consists of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000.
Furthermore, the Prospectus Regulation exempts offers of less than 1 million euro from the obligation to publish a prospectus and also provides member states the possibility to exempt offers which are not more than 8 million euro from this obligation. In this regard, Malta has decided to exempt offers of securities to the public from the obligation to publish a prospectus which consist of offers below 5 million euro, calculated over a period of 12 months.
Please feel free to contact us in order to obtain more information about the Prospectus Regulation.