Version in force , Modified +3,510 −865§
Amended by Regulation (EU) 2024/2809 32024R2809 on EUR-Lex (external, EUR-Lex)
Explanation, written by a model and checked against the cited text
The heading changes and the article moves from a system where the home Member State competent authority itself approves a third country prospectus based on equivalence of information requirements and cooperation arrangements, to a system where a third country issuer may offer securities or seek admission using a prospectus drawn up and approved under third country law, subject to conditions including a Commission implementing act, filing with the home Member State authority, written confirmation of third country approval, language requirements, advertisement compliance and cooperation arrangements involving the competent authority or ESMA.
The equivalence assessment mechanism changes from a two-step process of delegated acts setting general criteria followed by an implementing decision, to a single implementing act adopted under the examination procedure that determines equivalence of the third country's legal and supervisory framework against a listed set of criteria covering material information, retail investor summaries, civil liability, prospectus validity and supplementation, and supervisory scrutiny and publication arrangements, with the Commission able to make continued application conditional on ongoing compliance.
A new paragraph states that where all criteria in paragraph 1 are met the third country issuer has the rights and is subject to the obligations under the Regulation under the supervision of the home Member State competent authority, and the delegated act power is repositioned to supplement the Regulation by further specifying the conditions referred to in the equivalence paragraph.
Cited: Art. 29, v1 (external, EUR-Lex) · Art. 29, v2 (external, EUR-Lex)
v1 is the previous version, v2 this one.
Text from EUR-Lex, before and after
texts differ too much for an inline diff; shown separately
Previous version, in force 9 January 2024 02017R1129-20240109
Article 29 Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with the laws of a third country 1. The competent authority of the home Member State of a third country issuer may approve a prospectus for an offer of securities to the public or for admission to trading on a regulated market, drawn up in accordance with, and which is subject to, the national laws of the third country issuer, provided that: (a) the information requirements imposed by those third country laws are equivalent to the requirements under this Regulation; and (b) the competent authority of the home Member State has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer in accordance with Article 30. 2. In the case of an offer to the public or admission to trading on a regulated market of securities issued by a third country issuer, in a Member State other than the home Member State, the requirements set out in Articles 24, 25 and 27 shall apply. 3. The Commission is empowered to adopt delegated acts in accordance with Article 44 to supplement this Regulation by establishing general equivalence criteria, based on the requirements laid down in Articles 6, 7, 8 and 13. On the basis of the above criteria, the Commission may adopt an implementing decision stating that the information requirements imposed by the national law of a third country are equivalent to the requirements under this Regulation. Such implementing decision shall be adopted in accordance with the examination procedure referred to in Article 45(2).
this version, in force 4 December 2024 02017R1129-20241204
Article 29 Equivalence 1. A third country issuer may offer securities to the public in the Union or seek the admission to trading of securities on a regulated market established in the Union after prior publication of a prospectus drawn up and approved in accordance with, and which is subject to, the national laws of a third country (hereinafter third country prospectus), provided that all of the following conditions are met: (a) the Commission has adopted an implementing act in accordance with paragraph 4; (b) the third country issuer has filed the prospectus with the competent authority of its home Member State; (c) the third country issuer has provided written confirmation that the prospectus has been approved by a third country supervisory authority and has provided the contact details of that authority; (d) the prospectus fulfils the language requirements set out in Article 27; (e) all relevant advertisements disseminated in the Union by the third country issuer comply with the requirements set out in Article 22(2) to (5); (f) the competent authority of the home Member State or, where relevant, ESMA, has concluded cooperation arrangements with the relevant supervisory authorities of the third country issuer in accordance with Article 30. 2. Where, in accordance with paragraph 1, a third country issuer offers securities to the public or seeks an admission to trading on a regulated market in a Member State other than the home Member State, the requirements set out in Articles 24, 25 and 27 shall apply. 3. Where all criteria laid down in paragraph 1 are met, the third country issuer shall have the rights and be subject to all obligations in accordance with this Regulation under the supervision of the competent authority of the home Member State. 4. The Commission may adopt an implementing act, in accordance with the examination procedure referred to in Article 45(2), determining that the legal and supervisory framework of a third country ensures that a third country prospectus complies with legally binding requirements which are equivalent to the requirements referred to in this Regulation, provided that all of the following conditions are met: (a) the third country’s legally binding requirements ensure that the third country prospectus contains the necessary material information to enable investors to make an informed investment decision in a manner equivalent to the requirements laid down in this Regulation; (b) where retail investors are allowed to invest in securities for which a third country prospectus is drawn up, that prospectus contains a summary providing the key information that retail investors need in order to understand the nature and the risks of the issuer, the securities and, where applicable, the guarantor, and that is to be read together with the other parts of that prospectus; (c) the third country’s laws, regulations and administrative provisions on civil liability apply to the persons responsible for the information given in the prospectus, including at least to the issuer or its administrative, management or supervisory bodies, the offeror, the person asking for the admission to trading on a regulated market and, where applicable, the guarantor; (d) the third country’s legally binding requirements specify the validity of the third country prospectus and the obligation to supplement the third country prospectus where a significant new factor, material mistake or material inaccuracy of the information included in that prospectus could affect the assessment of the securities, as well as the conditions for investors to exercise their withdrawal rights in such a case; (e) the third country’s supervisory framework for the scrutiny and approval of third country prospectuses and the arrangements for the publication of third country prospectuses have an equivalent effect as the provisions referred to in Articles 20 and 21. The Commission may make the application of such implementing act subject to the effective and continuous compliance by a third country with any requirements set out in that implementing act. 5. The Commission is empowered to adopt delegated acts, in accordance with Article 44, to supplement this Regulation by specifying further the conditions referred to in paragraph 4.