PRR 2.5 Simplified prospectus regime for secondary issuances

1Article 14(1) of the Prospectus Regulation provides:

Article 14

Simplified disclosure regime for secondary issuances

1. 1. The following persons may choose to draw up a simplified prospectus under the simplified disclosure regime for secondary issuances, in the case of an offer of securities to the public or of an admission to trading of securities on a regulated market:

   1. (a) issuers whose securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue securities fungible with existing securities which have been previously issued;

   2. (b) issuers whose equity securities have been admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months and who issue non-equity securities;

   3. (c) offerors of securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.

   The simplified prospectus shall consist of a summary in accordance with Article 7, a specific registration document which may be used by persons referred to in points (a), (b) and (c) of the first subparagraph of this paragraph and a specific securities note which may be used by persons referred to in points (a) and (c) of that subparagraph.

1Article 14(2) of the Prospectus Regulation provides for the content of a simplified prospectus:

…

1. 2. By way of derogation from Article 6(1), and without prejudice to Article 18(1), the simplified prospectus shall contain the relevant reduced information which is necessary to enable investors to understand:

   1. (a) the prospects of the issuer and the significant changes in the business and the financial position of the issuer and the guarantor that have occurred since the end of the last financial year, if any;

   2. (b) the rights attaching to the securities;

   3. (c) the reasons for the issuance and its impact on the issuer, including on its overall capital structure, and the use of the proceeds.

   The information contained in the simplified prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision. It shall also take into account the regulated information that has already been disclosed to the public pursuant to [the Transparency Directive], where applicable, and [the Market Abuse Regulation].

1Articles 4, 9, 13 and 17 of the PR Regulation specify the reduced information to be included in a simplified prospectus. These are reproduced in PRR 2.3.1EU.