ESMA · ESMA_QA_839 Answer Published

Application of Article 3(2) PR

Regulation
Prospectus Regulation 2017/1129
Topic
Public offer
Submitted
2021-07-16
Answered
2021-07-16
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Question

Is it possible to make an offer of securities to the public in more than one Member State using the exemption in Article 3(2)? If it is possible, what is the quantitative threshold which triggers the need for a prospectus at an EU level. Is the threshold determined based on the issuer's home Member State, or should the issuer consider the lowest threshold of the individual Member States in which the offer is made?

Answer

Yes, it is possible to make an offer of securities to the public in more than one Member State using this exemption using the lowest threshold of the individual Member States in which the offer is made. The issuer should determine the lowest threshold for a prospectus by checking the thresholds set in the relevant individual Member States. ESMA has published a document containing the thresholds which are set by the Member States. However, issuers should familiarise themselves with the requirements in each Member State where the offer is made, because some Member States may have additional requirements such as the publication of documentation or the registration of the offering.
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This Q&A is published by European Securities and Markets Authority and is non-binding. It does not constitute legal advice. Updated weekly from official ESA sources.

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