(fra kommisjonsforordningen)

(1) In order to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (SMEs), Regulation (EU) 2024/2809 of the European Parliament and of the Council introduced two new types of short-form prospectuses aiming to reduce costs and burdens for issuers: an EU Follow-on prospectus for secondary issuances of securities by companies already listed on a regulated market or an SME growth market, and an EU Growth issuance prospectus, mainly designed for SMEs and companies listed or to be listed on SME growth markets. In order to ensure that the EU Follow-on prospectus and the EU Growth issuance prospectus support those objectives, the appropriate reduced content and standardised format and sequence should be specified, taking into account the feedback received in the targeted consultation and in the four weekfeedback period on the Have your Say portal. Since all provisions and Annexes relating to prospectuses are laid down in Commission Delegated Regulation (EU) 2019/980, it is appropriate to set out the new provisions and Annexes related to the EU Follow-on prospectus and the EU Growth issuance prospectus in that Delegated Regulation. 

(2) To increase liquidity and the supply of capital to listed companies, thereby making Union public markets more attactive, it should be ensured that the listing rules in the Union are simple and that burdens are minimised. Therefore, the EU Follow-on and the EU Growth issuance prospectuses should be significantly streamlined compared to the current regimes of the simplified prospectus for secondary issuances and the EU Growth prospectus regimes which are set to expire on 5 March 2026. 

(3) Delegated Regulation (EU) 2019/980 includes provisions and Annexes related to the simplified prospectus regime for secondary issuances and the EU Growth prospectus, as well as references to Articles in Regulation (EU) 2017/1129 which will no longer apply. It is therefore appropriate to update or delete them, as relevant. Moreover, Article 26 of Delegated Regulation (EU) 2019/980 on the information to be included in the base prospectus and the final terms, should include the classification of the information included in a European Green Bond factsheet referred to in Article 10 of Regulation (EU) 2023/2631 of the European Parliament and of the Council. 

(4) The reduced content of the EU Follow-on prospectus and of the EU Growth issuance prospectus differs depending on whether it is drawn up for equity or non-equity securities. Given that certain equity securities such as specific types of convertible, exchangeable, and derivative securities are similar to non-equity securities prior to conversion or before the rights they confer are exercised, it is appropriate to apply the disclosure rules for equity securities to shares and other transferable securities equivalent to shares and make the other types of equity securities subject to the disclosure rules applicable to non-equity securities while including the relevant additional information referred to in Section 3 of Chapter II of Delegated Regulation (EU) 2019/980. 

(5) An EU Follow-on prospectus should be subject to lighter disclosure rules compared to the regime of the simplified prospectus for secondary issuances that it replaces. Therefore, to support issuers in making follow-on issuances of both equity and nonequity securities, and considering the results of the targeted consultation, this Regulation should specify only certain information items, mainly pertaining to the details of the offer of securities to the public or the admission to trading on a regulated market and the terms and conditions of the securities, which are not already sufficiently detailed in Annexes IV and V of Regulation (EU) 2017/1129. 

(6) The information included in the EU Follow-on prospectus for non-equity securities should be tailored to the knowledge and expertise of investors to whom it is addressed. Therefore, the EU Follow-on prospectus for non-equity securities accessible to retail investors should be subject to more comprehensive and distinct information requirements compared to the EU Follow-on prospectus for non-equity securities addressed solely to qualified investors. It is therefore important to clearly identify the disclosures that are only applicable to retail investors and those that are specific to qualified investors. 

(7) In order to foster comparability of information in prospectuses, a standardised format and sequence should be set out by taking into account the different types of securities to which the EU Follow-on prospectus relates. While a description of the issuer and the securities to be offered or admitted to trading are key information for investors, it is of paramount importance, from an investor protection point of view, that information on risks factors related to that issuer and those securities appears in a prominent position in the prospectus, which should therefore be reflected in the Annexes to this Regulation, in order to allow investors to more easily have access to that information. 

(8) The format for an EU Follow-on prospectus for equity securities should be standardised based on the order of sections set out in the relevant Annex introduced by this Regulation. If additional information, referred to in Section 3 of Chapter II of Delegated Regulation (EU) 2019/980, is required depending on the type of issuer or securities, that additional information should not be subject to a standardised format or sequence. 

(9) Due to the complexity of certain non-equity securities, that often require the disclosure of additional information on complex types of issuers or securities, and considering that an EU Follow-on prospectus for non-equity securities may be drawn up either as a single document or as separate documents, it is important to strike the right balance between standardisation and efficiency. To avoid creating an excessive burden for issuers of non-equity securities, this Regulation should establish a standardised format that distinguishes whether an EU Follow-on prospectus for non-equity securities is drawn up as a single document, or as separate documents referred to in Article 14a(4) of Regulation (EU) 2017/1129 and pursuant to the relevant Annexes introduced by this Regulation in Delegated Regulation (EU) 2019/980. At the same time, flexibility should be allowed when information as set out in other Annexes to Delegated Regulation (EU) 2019/980 is disclosed in an EU Follow-on prospectus. 

(10) To maintain the efficiency of base prospectuses, which constitute a significant share of non-equity prospectuses, a more flexible format should be established for an EU Follow-on prospectus that consists of a base prospectus (“EU Follow-on base prospectus”). Since a base prospectus may concern single or multiple issuers or issuances, it is appropriate to consider a standardised format for issuer-specific information in the case of a single issuer, when the EU follow-on base prospectus is prepared as separate documents, while allowing for flexibility for the other information to be disclosed in that EU Follow-on base prospectus. 

(11) In order to make it easier for SMEs to raise new funding, the EU Growth issuance prospectus should be subject to lighter disclosure rules compared to the EU Growth prospectus regime it replaces. Therefore, to support access to Union public markets for SMEs and companies listed or to be listed on an SME growth market, this Regulation should only further specify certain limited information items, mainly referring to details of the offer of securities to the public, as well as the terms and conditions of the securities, which are not sufficiently detailed in Annexes VII and VIII of Regulation (EU) 2017/1129. 

(12) Similar to the EU Follow-on prospectus, the EU Growth issuance prospectus aims to promote the comparability of information in prospectuses while maintaining a degree of flexibility to prevent imposing excessive burdens on issuers. Therefore, an approach similar to that adopted for the EU Follow-on prospectus should be adopted for the standardised format and sequence of an EU Growth issuance prospectus, including on the risk factors, also giving due regard to the fact that an EU Growth issuance prospectus may only be prepared as a single document, and it cannot contain qualified investor-specific items, as it is used only for an offer of securities to the public. Similarly, to encourage the use of the base prospectus, a flexible approach comparable to that adopted for the EU Follow-on base prospectus regarding the standardised format and sequence should be applied to an EU Growth issuance prospectus that consists of a base prospectus (“EU Growth issuance base prospectus”). 

(13) In all cases where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer, the offeror or, where applicable for an EU Follow-on prospectus, the person asking for admission to trading on a regulated market, the competent authority approving the EU Follow-on prospectus or the EU Growth issuance prospectus should be allowed to request a list of cross references indicating the items of the relevant Annexes to which that information corresponds. Where that list is neither requested, nor provided, the draft EU Follow-on prospectus or EU Growth issuance prospectus should clearly indicate in the margin which specific information from the Annexes to this Regulation each section of the prospectus corresponds to. 

(14) In order to provide clarity for investors, an overview section included in an EU Follow-on prospectus or in an EU Growth issuance prospectus should not be labelled as a summary unless it complies with the requirements for summaries set out in Article 7(12a) of Regulation (EU) 2017/1129. Moreover, it is appropriate to establish rules for when a summary of an EU Follow-on prospectus or EU Growth issuance prospectus should be supplemented in accordance with Article 23 of that Regulation, to enable investors to easily identify the changes. 

(15) As the provisions laid down in this Regulation are substantively linked to each other, because they amend the same Delegated Regulation and all relate to the new types of prospectuses introduced by Regulation (EU) 2024/2809, this Regulation lays down provisions based on the mandates set out both in Articles 14a(8) and 15a(8) of Regulation (EU) 2017/1129.