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  2. Point in time
    2020-11-25

PRR 2.6 EU Growth prospectus

PRR 2.6.1EU

1EU Growth prospectus

Article 15(1) of the Prospectus Regulation provides:

Article 15

EU Growth prospectus

  1. 1. The following persons may choose to draw up an EU Growth prospectus under the proportionate disclosure regime set out in this Article in the case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market:

    1. (a) SMEs;

    2. (b) issuers, other than SMEs, whose securities are traded or are to be traded on an SME growth market, provided that those issuers had an average market capitalisation of less than EUR 500 000 000 on the basis of end-year quotes for the previous three calendar years;

    3. (c) issuers, other than those referred to in points (a) and (b), where the offer of securities to the public is of a total consideration in the Union that does not exceed EUR 20 000 000 calculated over a period of 12 months, and provided that such issuers have no securities traded on an MTF and have an average number of employees during the previous financial year of up to 499;

    4. (ca) issuers, other than SMEs, offering shares to the public at the same time as seeking admission of those shares to trading on an SME growth market, provided that such issuers have no shares already admitted to trading on an SME growth market and the combined value of the following two items is less than EUR 200 000 000:2

      1. (i) the final offer price, or the maximum price in the case referred to in point (b)(i) of Article 17(1);2

      2. (ii) the total number of shares outstanding immediately after the share offer to the public, calculated either on the basis of the amount of shares offered to the public or, in the case referred to in point (b)(i) of Article 17(1), on the basis of the maximum amount of shares offered to the public2.

    5. (d) offerors of securities issued by issuers referred to in points (a) and (b).

    An EU Growth prospectus under the proportionate disclosure regime shall be a document of a standardised format, written in a simple language and which is easy for issuers to complete. It shall consist of a specific summary based on Article 7, a specific registration document and a specific securities note. The information in the EU Growth prospectus shall be presented in a standardised sequence in accordance with the delegated act referred to in paragraph 2.

Reduced information in an EU Growth prospectus

PRR 2.6.2EU

1Chapter IV of the PR Regulation specifies the reduced information to be included in an EU Growth prospectus:

Article 28

EU Growth registration document for equity securities

A specific registration document for equity securities that is drawn up in accordance with Article 15 of [the Prospectus Regulation] shall contain the information referred to in Annex 24 to this Regulation.

Article 29

EU Growth registration document for non-equity securities

A specific registration document for non-equity securities that is drawn up in accordance with Article 15 of [the Prospectus Regulation] shall contain the information referred to in Annex 25 to this Regulation.

Article 30

EU Growth securities note for equity securities

A specific securities note for equity securities that is drawn up in accordance with Article 15 of [the Prospectus Regulation] shall contain the information referred to in Annex 26 to this Regulation.

Article 31

EU Growth securities note for non-equity securities

A specific securities note for non-equity securities that is drawn up in accordance with Article 15 of [the Prospectus Regulation] shall contain the information referred to in Annex 27 to this Regulation.

Article 32

Format of the EU Growth prospectus

  1. 1. An EU Growth prospectus that is drawn up as a single document shall be composed of the following elements in the following order:

    1. (a) a table of contents;

    2. (b) where applicable, all information incorporated by reference in accordance with Article 19 of [the Prospectus Regulation];

    3. (c) the specific summary;

    4. (d) where the EU Growth prospectus is drawn up in the form of a base prospectus, a general description of the offering programme;

    5. (e) the information referred to in section 1 of Annex 24 or section 1 of Annex 25 to this Regulation, depending on the type of securities;

    6. (f) the information referred to in section 2 of Annex 24 or section 2 of Annex 25 to this Regulation, depending on the type of securities;

    7. (g) where equity securities are issued by an issuer with a market capitalisation above EUR 200 000 000, the information referred to in section 2 of Annex 26 to this Regulation;

    8. (h) the information referred to in section 3 of Annex 24 and section 3 of Annex 26, or the information referred to in section 3 of Annex 25 and section 2 of Annex 27, depending on the type of securities;

    9. (i) the information referred to in section 4 of Annex 26 or in section 3 of Annex 27 to this Regulation, depending on the type of securities;

    10. (j) the information referred to in section 5 of Annex 26 or in section 4 of Annex 27 to this Regulation, depending on the type of securities;

    11. (k) the information referred to in section 4 of Annex 24 or section 4 of Annex 25, depending on the type of securities;

    12. (l) the information referred to in section 5 of Annex 24 or section 5 of Annex 25 to this Regulation, depending on the type of securities;

    13. (m) the information referred to in section 6 of Annex 24 or section 6 of Annex 25 to this Regulation, depending on the type of securities;

    14. (n) where non-equity securities include guarantees, the information referred to in section 5 of Annex 27 to this Regulation;

    15. (o) the information referred to in section 7 of Annex 24 or section 7 of Annex 25 to this Regulation, depending on the type of securities.

  2. 2. Where an EU Growth prospectus is drawn up as separate documents, the EU Growth registration document and the EU Growth securities note shall contain the following elements in the following order:

    1. (a) EU Growth registration document:

      1. (i) a table of contents;

      2. (ii) where applicable, all information incorporated by reference in accordance with Article 19 of [the Prospectus Regulation];

      3. (iii) any other information referred to in Annex 24 or 25 to this Regulation that, depending on the type of securities, is to be included in the EU Growth registration document following the order of the sections set out in those Annexes.

    2. (b) EU Growth securities note:

      1. (i) a table of contents;

      2. (ii) where applicable, all information incorporated by reference in accordance with Article 19 of [the Prospectus Regulation];

      3. (iii) a general description of the programme, in the case of a base prospectus;

      4. (iv) any other information referred to in Annex 26 or 27 to this Regulation that, depending on the type of securities, is to be included in the EU Growth securities note following the order of the sections set out in those Annexes.

  3. 3. An EU Growth prospectus drawn up either as a single document or as separate documents may take the form of a base prospectus.

  4. 4. The SMEs, issuers and offerors referred to in Article 15(1) of [the Prospectus Regulation] shall follow the order of the sections of the Annexes to this Regulation. They may however deviate from the order of the information items within those sections.

Article 33

Specific summary for the EU Growth prospectus

  1. 1. The specific summary for the EU Growth prospectus shall provide the key information that investors need to understand the nature and the risks of the issuer, of the guarantor and of the securities that are being offered.

  2. 2. The content of the specific summary shall be accurate, fair, clear and not misleading.

  3. 3. The specific summary shall be consistent with the other parts of the EU Growth prospectus.

  4. 4. The specific summary shall be drawn up as a short document written in a concise manner and shall have a maximum length of six sides of A4-sized paper when printed. The specific summary shall:

    1. (a) be presented and laid out in a way that is easy to read, using characters of readable size;

    2. (b) be written in a clear, non-technical and concise language that facilitates the understanding of the information and its comprehensibility by investors.

    The first subparagraph shall also apply where information is presented in a tabular format.

  5. 5. The specific summary shall contain the information referred to in Annex 23 to this Regulation.

  6. 6. The specific summary shall not contain cross-references to other parts of the EU Growth prospectus or incorporate information by reference.

  7. 7. The specific summary may use sub-headings to present the information referred to in sections 2, 3 and 4 of Annex 22 to this Regulation.

  8. 8. The total number of risk factors referred to in items 2.3.1, 3.3(d) and 3.4.1 of Annex 23 to this Regulation and included in the specific summary shall not exceed 15.

  9. 9. Where securities are also subject to Regulation (EU) No 1286/2014 of the European Parliament and of the Council, the competent authority of the home Member State may require the SMEs, the issuers and offerors referred to in Article 15(1) of [the Prospectus Regulation] to substitute the information referred to in section 3 of Annex 23 to this Regulation with the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014.

  10. 10. Where the substitution referred to in paragraph 9 is not required by the competent authority of the home Member State, the SMEs, the issuers and offerors referred to in Article 15(1) of [the Prospectus Regulation] may substitute the information referred to in section 3 of Annex 23 to this Regulation with the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014.

  11. 11. Where the information referred to in paragraphs 9 and 10 is substituted, it shall be included as a distinct section of the specific summary and that section shall clearly be identified as including the information set out in points (c) to (i) of Article 8(3) of Regulation (EU) No 1286/2014.

  12. 12. The maximum length of the specific summary referred to in paragraph 4 shall be extended by:

    1. (a) one additional side of A4-sized paper where the specific summary contains information about a guarantee attached to the securities;

    2. (b) two additional sides of A4-sized paper where a specific summary covers several securities which differ only in very limited details such as issue price or maturity date;

    3. (c) three additional sides of A4-sized paper where there is a substitution of information as referred to in paragraphs 9 and 10.

    For the purposes of point (c), three additional sides of A4-sized paper may be used for each security where the specific summary covers several securities which differ only in very limited details such as issue price or maturity date.

Article 34

Supplements to the specific summary for the EU Growth prospectus

Where the specific summary of an EU Growth prospectus is to be supplemented in accordance with Article 23 of [the Prospectus Regulation], the new information shall be integrated in the specific summary of that EU Growth prospectus in a way that enables investors to easily identify the changes. The new information shall be integrated in the specific summary of the EU Growth prospectus either by producing a new specific summary or by supplementing the original specific summary.