Council of the European Union and European Parliament 14 June 2017, 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)

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REGULATION (EU) 2017/1129 establishes a comprehensive framework for the publication of prospectuses when securities are offered to the public or admitted to trading on regulated markets, aiming to enhance investor protection and market efficiency within the Capital Markets Union. Key provisions include harmonized disclosure requirements to prevent market fragmentation, exemptions for small-scale offers, and distinct treatments for non-equity securities aimed at qualified investors. The regulation is directly applicable across Member States, ensuring uniformity and reducing compliance burdens while safeguarding investor interests.AI

European Union · · · Cited by 1,650 · 14-06-2017

CHAPTER I. GENERAL PROVISIONS
Article 1. Subject matter, scope and exemptions
Article 2. Definitions
Article 3. Obligation to publish a prospectus and exemption
Article 4. Voluntary prospectus
Article 5. Subsequent resale of securities
CHAPTER II. DRAWING UP OF THE PROSPECTUS
Article 6. The prospectus
Article 7. The prospectus summary
Article 8. The base prospectus
Article 9. The universal registration document
Article 10. Prospectuses consisting of separate documents
Article 11. Responsibility attaching to the prospectus
Article 12. Validity of a prospectus, registration document and universal registration document
CHAPTER III. THE CONTENT AND FORMAT OF THE PROSPECTUS
Article 13. Minimum information and format
Article 14. Simplified disclosure regime for secondary issuances
Article 15. EU Growth prospectus
Article 16. Risk factors
Article 17. Final offer price and amount of securities
Article 18. Omission of information
Article 19. Incorporation by reference
CHAPTER IV. ARRANGEMENTS FOR APPROVAL AND PUBLICATION OF THE PROSPECTUS
Article 20. Scrutiny and approval of the prospectus
Article 21. Publication of the prospectus
Article 22. Advertisements
Article 23. Supplements to the prospectus
CHAPTER V. CROSS-BORDER OFFERS AND ADMISSIONS TO TRADING ON A REGULATED MARKET AND USE OF LANGUAGES
Article 24. Union scope of approvals of prospectuses
Article 25. Notification of prospectuses and supplements and communication of final terms
Article 26. Notification of registration documents or universal registration documents
Article 27. Use of language
CHAPTER VI. SPECIFIC RULES IN RELATION TO ISSUERS ESTABLISHED IN THIRD COUNTRIES
Article 28. Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with this Regulation
Article 29. Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with the laws of a third country
Article 30. Cooperation with third countries
CHAPTER VII. ESMA AND COMPETENT AUTHORITIES
Article 31. Competent authorities
Article 32. Powers of competent authorities
Article 33. Cooperation between competent authorities
Article 34. Cooperation with ESMA
Article 35. Professional secrecy
Article 36. Data protection
Article 37. Precautionary measures
CHAPTER VIII. ADMINISTRATIVE SANCTIONS AND OTHER ADMINISTRATIVE MEASURES
Article 38. Administrative sanctions and other administrative measures
Article 39. Exercise of supervisory powers and powers to impose sanctions
Article 40. Right of appeal
Article 41. Reporting of infringements
Article 42. Publication of decisions
Article 43. Reporting sanctions to ESMA
CHAPTER IX. DELEGATED AND IMPLEMENTING ACTS
Article 44. Exercise of the delegation
Article 45. Committee procedure
CHAPTER X. FINAL PROVISIONS
Article 46. Repeal
Article 47. ESMA report on prospectuses
Article 48. Review
Article 49. Entry into force and application
ANNEX I. PROSPECTUS

30.6.2017

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

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