ESMA · ESMA_QA_842 Published Answer Updated

The exemptions from the obligation to publish a prospectus in Article 1(5) Prospectus Regulation (EU) 2017/1129 as stand-alone exemptions (Updated 09/09/2026)

Regulation
Prospectus Regulation 2017/1129
Topic
Publication of prospectus
Submitted
2021-01-28
Answered
2026-09-09

Question

An issuer issues new shares as a result of a merger. The new shares that the issuer wishes to admit to trading on a regulated market represent less than 30% of its total number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months. Does the issuer need to make available the document referred to in Article 1(5)(f) in order to avoid the obligation to publish a prospectus? (Updated 09/09/2026)

Answer

No.  The exemption in point (a) of the first subparagraph of Article 1(5) of the Prospectus Regulation (EU) 2017/1129 applies. All the exemptions in Article 1(5) Prospectus Regulation (EU) 2017/1129 are stand-alone and therefore if one of them applies there is no requirement to publish a prospectus . (Updated answer 09/09/2026)   28/01/2021 Subject Matter: The exemptions from the obligation to publish a prospectus in Article 1(5) Prospectus Regulation (EU) 2017/1129 as stand-alone exemptions Question: An issuer issues new shares as a result of a merger. The new shares that the issuer wishes to admit to trading in a regulated market represent less than 20% of its total number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months. Does the issuer need to make available the document referred to in Article 1(5)(f) in order to avoid the obligation to publish a prospectus? Answer: (Published as Prospectuses Q&A 15.3) No.  The exemption in point (a) of the first subparagraph of Article 1(5) of the Prospectus Regulation (EU) 2017/1129 applies. All the exemptions in Article 1(5) Prospectus Regulation (EU) 2017/1129 are stand-alone and therefore if one of them applies there is no requirement to publish a prospectus.

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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