Version in force , Modified +2,200 −1,565§
Amended by Regulation (EU) 2024/2809 32024R2809 on EUR-Lex (external, EUR-Lex)
dates added to the text: 2026-03-05
Explanation, written by a model and checked against the cited text
The provision is renamed from the EU Recovery prospectus to the EU Follow-on prospectus, and its scope is broadened from shares alone to securities generally, with the option changed from an optional election to a general availability for the listed categories of issuers and offerors.
The eligibility criteria in paragraph 1 are restructured into four categories covering regulated-market and SME growth-market issuers and offerors, add a new category for issuers seeking admission of fungible securities from an SME growth market, drop the prior 150% issuance-cap and 12-month rolling-period mechanism, and add a new exclusion barring issuers with only non-equity securities from using this prospectus for equity admissions.
The required content in paragraph 2 drops the COVID-19-specific disclosure requirement and the capitalisation/indebtedness and working-capital-statement items, the minimum-information annex reference changes from Annex Va to Annex IV or V depending on security type, the maximum page length increases from 30 to 50 sides and is now limited to prospectuses relating to shares, the exclusions from that page count are expanded to include complex-financial-history and significant-gross-change information, and new paragraphs are added requiring a standardised format and sequence and a Commission mandate to adopt delegated acts by 5 March 2026.
Cited: Art. 14a, v1 (external, EUR-Lex) · Art. 14a, v2 (external, EUR-Lex)
v1 is the previous version, v2 this one.
Text from EUR-Lex, before and after
Previous version, in force 4 December 2024 02017R1129-20241204 → this version, in force 5 March 2026 02017R1129-20260305
Article 14a
EU Recovery Follow-on prospectus
1. The following persons may choose to draw up an EU Recovery Follow-on prospectus under the simplified disclosure regime set out in this Article in the case of an offer of shares securities to the public or of an admission to trading of shares securities on a regulated market:
(a) issuers whose shares securities have been admitted to trading on a regulated market continuously for at least the last 18 months and who issue shares fungible with existing shares which have been previously issued; preceding the offer to the public or the admission to trading on a regulated market of the new securities;
(b) issuers whose shares securities have already been traded admitted to trading on an SME growth market continuously for at least the 18 months preceding the offer to the public of the new securities;
(c) issuers who seek admission to trading on a regulated market of securities fungible with securities that have been admitted to trading on an SME growth market continuously for at least the last 18 months, provided that a prospectus has been published for months preceding the offer admission to trading of those shares, and who issue shares fungible with existing shares which have been previously issued;
(c) the securities;
(d) offerors of shares securities admitted to trading on a regulated market or an SME growth market continuously for at least the last 18 months.
Issuers may months preceding the offer of securities to the public.
By way of derogation from the first subparagraph, an issuer who has only draw up an EU Recovery prospectus provided that the number of shares intended to be offered represents, together with the number of shares already offered via an EU Recovery prospectus over a period of 12 months, if any, no more than 150 % of the number of shares already non-equity securities admitted to trading on a regulated market or an SME growth market, as market shall not be allowed to draw up an EU Follow-on prospectus for the case may be, admission to trading of equity securities on the date of approval of the EU Recovery prospectus.
The period of 12 months referred to in the second subparagraph shall begin on the date of approval of the EU Recovery prospectus. a regulated market.
2. By way of derogation from Article 6(1), and without prejudice to Article 18(1), the EU Recovery Follow-on prospectus shall contain all information that investors need in order to understand all of the relevant reduced information which is necessary to enable investors to understand: following:
(a) the prospects and financial performance of the issuer and the significant changes in the financial and business position of the issuer that have occurred since the end of the last financial year, if any, as well as its financial and non-financial long-term business strategy and objectives, including, if applicable, a specific reference of not less than 400 words to the business and financial impact of the COVID-19 pandemic on the issuer and the anticipated future impact of the same; any;
(b) the essential information on the shares, securities, including the rights attached to those shares securities and any limitations on those rights, rights;
(c) the reasons for the issuance and its impact on the issuer, including on the overall capital structure of the issuer, as well as a disclosure of capitalisation and indebtedness, a working capital statement, and the use of proceeds.
3. The information contained in the EU Recovery Follow-on prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors, especially retail investors, investors to make an informed investment decision, taking into account the regulated information that has already been disclosed to the public pursuant to Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, information referred to in Commission Delegated Regulation (EU) 2017/565
Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1)..
4. The EU Recovery Follow-on prospectus shall be drawn up as a single document contain the minimum information set out in Annex IV or V, depending on the types of securities.
An EU Follow-on prospectus containing the minimum information set out in Annex Va. It IV shall be drawn up as a single document.
An EU Follow-on prospectus containing the minimum information set out in Annex V may be drawn up either as a single document or as separate documents.
5. An EU Follow-on prospectus that relates to shares shall be of a maximum length of 30 50 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
5. Neither the summary nor 6. The summary, the information incorporated by reference in accordance with Article 19 of this Regulation, the additional information to be provided where the issuer has a complex financial history or has made a significant financial commitment, as referred to in Article 18 of Delegated Regulation (EU) 2019/980, or the information to be provided in the case of a significant gross change, as defined in Article 1, point (e), of that Delegated Regulation, shall not be taken into account as regards for the maximum length referred to in paragraph 4 5 of this Article.
6. Issuers may decide 7. The EU Follow-on prospectus shall be a document of a standardised format and the information disclosed in an EU Follow-on prospectus shall be presented in a standardised sequence based on the order in which the information of disclosure set out in Annex Va is set out IV or V, depending on the types of securities.
8. The Commission shall, by 5 March 2026, adopt delegated acts in accordance with Article 44 to supplement this Regulation by specifying the reduced content and the standardised format and sequence for the EU Recovery Follow-on prospectus.Those delegated acts shall be based on Annexes IV and V.