LegalizeCommission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301 (Text with EEA relevance)
CHAPTER I
KEY FINANCIAL INFORMATION IN THE PROSPECTUS SUMMARY
SECTION 1
Content of the key financial information in the prospectus summary
Article 1
Minimum content of the key financial information in the summary of a prospectus
Article 2
Key financial information for non-financial entities issuing equity securities
Where the issuer is a non-financial entity issuing equity securities, the summary of a prospectus shall contain the key financial information referred to in the tables set out in Annex I.
Article 3
Key financial information for non-financial entities issuing non-equity securities
Where the issuer is a non-financial entity issuing non-equity securities, the summary of a prospectus shall contain the key financial information referred to in the tables set out in Annex II.
Article 4
Key financial information for credit institutions
Where the issuer is a credit institution, the summary of a prospectus shall contain the key financial information referred to in the tables set out in Annex III.
Article 5
Key financial information for insurance companies
Where the issuer is an insurance company, the summary of a prospectus shall contain the key financial information referred to in the tables set out in Annex IV.
Article 6
Key financial information for special purpose vehicles issuing asset backed securities
Where the issuer is a special purpose vehicle issuing asset backed securities, the prospectus summary shall contain the key financial information referred to in the tables set out in Annex V.
Article 7
Key financial information for closed end funds
Where the issuer is a closed end fund, the summary of a prospectus shall contain the key financial information referred to in the tables set out in Annex VI.
Article 8
Key financial information for guarantors
Where a guarantee is attached to the securities, the key financial information on the guarantor shall be presented as if the guarantor were the issuer of the same type of security that is the subject of the guarantee using the tables set out in Annexes I to VI. Where the guarantee is given for asset-backed securities, the key financial information on the guarantor shall be presented as if the guarantor were the issuer of the underlying securities.
SECTION 2
Format of the key financial information in the prospectus summary
Article 9
Format of the key financial information in the summary of a prospectus
Where in the case of a significant gross change only qualitative information is included in the prospectus, a statement to that effect shall be included in the summary of that prospectus.
CHAPTER II
PUBLICATION OF THE PROSPECTUS
Article 10
Publication of the prospectus
CHAPTER III
MACHINE READABLE DATA FOR THE CLASSIFICATION OF PROSPECTUSES
Article 11
Data for classification of prospectuses
When providing ESMA with an electronic copy of an approved prospectus, including any supplements thereto and final terms where applicable, the competent authority shall also provide to ESMA with the relevant accompanying data for the classification of prospectuses in accordance with the tables set out in Annex VII to this Regulation.
Article 12
Practical arrangements to ensure the machine readability of the data
The competent authority shall provide the accompanying data referred to in Article 11 in a common XML format and in accordance with the format and standards set out in the tables in Annex VII.
CHAPTER IV
ADVERTISEMENTS
Article 13
Identification of the prospectus
Where the issuer, the offeror or the person asking for admission to trading on a regulated market is subject to the obligation to draw up a prospectus, an advertisement shall clearly identify that prospectus by:
(a) clearly identifying the website where the prospectus is published, or will be published, where the advertisement is disseminated in written form and by means other than electronic means;
(b) including a hyperlink to the prospectus and to the relevant final terms of a base prospectus where the advertisement is disseminated in written form by electronic means, or by including a hyperlink to the page of the website where the prospectus will be published if the prospectus has not yet been published;
(c) including accurate information on where the prospectus may be obtained, and accurate information on the offer of securities or the admission to trading on a regulated market to which it relates, where the advertisement is disseminated in a form or by means not falling within the scope of points (a) or (b).
Article 14
Required content
Advertisements disseminated to potential retail investors shall include the following elements:
(a) the word ‘advertisement’, in a prominent manner. Where an advertisement is disseminated in an oral form, the purpose of the communication shall be clearly identified at the beginning of the message;
(b) a statement that the approval of the prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market where the advertisement contains a reference to a prospectus approved by a competent authority;
(c) a recommendation that potential investors read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities where the advertisement contains a reference to a prospectus approved by a competent authority;
(d) the comprehension alert required pursuant to point (b) of Article 8(3) of Regulation (EU) No 1286/2014 of the European Parliament and of the Council (2) where: (i) the advertisement relates to complex securities other than the financial instruments referred to in points (i), (ii) and (vi) of Article 25(4)(a) of Directive 2014/65/EU of the European Parliament and of the Council (3) and; (ii) the comprehension alert is, or will be, included in the summary of the prospectus.
Article 15
Dissemination of advertisements
Advertisements disseminated to potential investors shall be amended where:
(a) a supplement to the prospectus is subsequently published in accordance with Article 23 of Regulation (EU) 2017/1129;
(b) the significant new factor, material mistake or material inaccuracy mentioned in the supplement renders the previously disseminated advertisement materially inaccurate or misleading.
The first subparagraph shall not apply after the final closing of the offer period to the public or after the time when trading on a regulated market begins, whichever occurs later.
Advertisements amended as referred to in paragraph 1 shall be disseminated to potential investors without undue delay following the publication of the supplement to the prospectus and shall contain all of the following:
(a) a clear reference to the inaccurate or misleading version of the advertisement;
(b) an explanation that the advertisement has been amended as it contained materially inaccurate or misleading information;
(c) a clear description of the differences between the two versions of the advertisement.
Article 16
Information concerning offers of securities
Information disclosed in oral or written form concerning an offer of securities to the public or an admission to trading on a regulated market, whether as an advertisement or for other purposes, shall not:
(a) contradict the information in the prospectus;
(b) refer to information which contradicts the information in the prospectus;
(c) present the information in the prospectus in a materially unbalanced way, including by way of presentation of negative aspects of such information with less prominence than the positive aspects, omission or selective presentation of certain information;
(d) contain alternative performance measures unless they are contained in the prospectus.
Article 17
Procedure for the cooperation between competent authorities
Where the competent authority of a Member State in which an advertisement is disseminated believes that the content of that advertisement is inconsistent with the information in the prospectus, it may request the assistance of the competent authority of the home Member State. Where requested, the competent authority in which the advertisement is disseminated shall communicate the following to the competent authority of the home Member State:
(a) its reasons for believing that the content of the advertisement is inconsistent with the information in the prospectus;
(b) the relevant advertisement and, where necessary, a translation of the advertisement in the language of the prospectus or in a language customary in the sphere of international finance.
CHAPTER V
SUPPLEMENTS TO THE PROSPECTUS
Article 18
Publication of a supplement to the prospectus
A supplement to the prospectus shall be published where:
(a) new annual audited financial statements are published by any of the following: (i) an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) an issuer of the underlying shares or other transferable securities equivalent to shares in case of securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;
(b) an issuer has published a profit forecast or estimate following the approval of the prospectus, where a profit forecast or estimate is required to be included in the prospectus pursuant to Delegated Regulation 2019/980;
(c) an amendment to, or a withdrawal of, a profit forecast or a profit estimate is included in the prospectus;
(d) a change in control occurs in respect of any of the following: (i) an issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) an issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) an issuer of the underlying shares of depository receipts referred to in Articles 6 and 14 of Delegated Regulation 2019/980;
(e) third parties make a new takeover bid as defined in Article 2(1)(a) of Directive 2004/25/EC of the European Parliament and of the Council (4) or the result of any takeover bid becomes available in respect of any of the following: (i) the equity of the issuer where a prospectus relates to shares or other transferrable securities equivalent to shares; (ii) the equity of the issuer of the underlying shares or other transferable securities equivalent to shares where a prospectus relates to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980; (iii) the equity of the issuer of the underlying shares of depository receipts where a prospectus is drawn up in accordance with Articles 6 and 14 of Delegated Regulation (EC) 2019/980;
(f) the working capital statement included in a prospectus becomes sufficient or insufficient for the issuer’s present requirements, in relation to: (i) shares or other transferrable securities equivalent to shares; (ii) securities as referred to in Article 19(2) of Delegated Regulation (EU) 2019/980; (iii) depository receipts issued over shares as referred to in Articles 6 and 14 of Delegated Regulation 2019/980.
(g) an issuer is seeking admission to trading on at least one additional regulated market in at least one additional Member State or is intending to make an offer of securities to the public in at least one additional Member State that is not mentioned in the prospectus;
(h) in the case of a prospectus relating to shares or other transferrable securities equivalent to shares or to the securities referred to in Articles 19(2) or 20(2) of Delegated Regulation (EU) 2019/980, a new significant financial commitment is likely to give rise to a significant gross change as defined in Article 1, point (e), of that Delegated Regulation;
(i) the aggregate nominal amount of the offering programme is increased.
CHAPTER VI
TECHNICAL ARRANGEMENTS FOR THE FUNCTIONING OF THE NOTIFICATION PORTAL
Article 19
Upload of documents and accompanying data
When uploading any documents referred to in Article 25(6) of Regulation (EU) 2017/1129 into the notification portal, the competent authority shall ensure those documents are in a searchable electronic format that cannot be modified and are accompanied by the data relating to those documents as specified in the tables of Annex VII to this Regulation in a common XML format.
Article 20
Processing and notification of documents and accompanying data
Article 21
Download of documents and accompanying data
ESMA shall ensure that the notification portal makes any uploaded documents and accompanying data available to the relevant competent authorities.
CHAPTER VII
FINAL PROVISIONS
Article 22
Repeal
Delegated Regulation (EU) No 382/2014 is repealed.
Delegated Regulation (EU) 2016/301 is repealed.
Article 22a
Summaries of prospectuses approved between 21 July 2019 and 16 September 2020 for non-financial entities issuing equity securities
Summaries of prospectuses that contain information as referred to in Table 3 of Annex I and that have been approved between 21 July 2019 and 16 September 2020 shall continue to be valid until the end of the validity of those prospectuses.
Article 23
Entry into force
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
It shall apply from 21 July 2019.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
ANNEX I
NON-FINANCIAL ENTITIES (EQUITY SECURITIES)
— An entry which is marked with ‘*’ refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements.
— An entry which is marked with ‘#’ denotes that if this information appears elsewhere in the prospectus, it is mandatory.
— An entry which is marked with ‘~’ in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|---|
| *Total revenue | |||||
| *Operating profit/loss or another similar measure of financial performance used by the issuer in the financial statements | |||||
| *Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) | |||||
| #Year on year revenue growth | |||||
| #Operating profit margin | |||||
| #Net profit margin | |||||
| #Earnings per share | |||||
| Year | Year -1 | Year -2 | Interim | ||
| --- | --- | --- | --- | --- | |
| *Total assets | |||||
| *Total equity | |||||
| #Net financial debt (long term debt plus short term debt minus cash) | |||||
| Year | Year -1 | Year -2 | Interim | Comparative interim from same period in prior year | |
| --- | --- | --- | --- | --- | --- |
| *Relevant net Cash flows from operating activities and/or cash flows from investing activities and/or cash from financing activities |
ANNEX II
NON-FINANCIAL ENTITIES (NON-EQUITY SECURITIES)
— An entry which is marked with ‘*’ refers to mandatory information or corresponding information where the issuer does not use International Financial Reporting Standards (IFRS). The issuer can use a different title to present substantially the same information as set out in the table, where this alternative title is used in its financial statements.
— An entry which is marked with ‘#’ denotes that if this information appears elsewhere in the prospectus, it is mandatory.
— An entry which is marked with ‘~’ in relation to closed end funds refers to investments at fair value through profit or loss at the same date as the date of the net asset value (NAV).
| Year | Year -1 | Interim | Comparative interim from same period in prior year | |
|---|---|---|---|---|
| *Operating profit/loss or another similar measure of financial performance used by the issuer in the financial statements | ||||
| Year | Year -1 | Interim | ||
| --- | --- | --- | --- | |
| *Net financial debt (long term debt plus short term debt minus cash) | ||||
| #Current ratio (current assets/current liabilities) | ||||
| #Debt to equity ratio (total liabilities/total shareholder equity) | ||||
| #Interest cover ratio (operating income/interest expense) | ||||
| Year | Year -1 | Interim | Comparative interim from same period in prior year | |
| --- | --- | --- | --- | --- |
| *Net Cash flows from operating activities | ||||
| *Net Cash flows from financing activities | ||||
| *Net Cash flow from investing activities |
ANNEX III
CREDIT INSTITUTIONS (EQUITY AND NON-EQUITY SECURITIES)
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