Version in force , Modified +2,204 −1,612§
Amended by Regulation (EU) 2024/2809 32024R2809 on EUR-Lex (external, EUR-Lex)
dates added to the text: 2025-12-31, 2028-12-31 · dates removed: 2022-07-21
Explanation, written by a model and checked against the cited text
The deadline for the Commission's review report to the European Parliament and Council is moved from 21 July 2022 to 31 December 2028, and the report's required content is reworded to reference the EU Growth issuance prospectus and EU Follow-on prospectus, Articles 14a, 15a and 20, and Annex IX, replacing the prior references to EU Growth and EU Recovery prospectuses and Articles 14, 14a, 15, 23(2a) and 23(3a).
A new paragraph 2a is added requiring the Commission to present, by 31 December 2025, a separate report to the European Parliament and Council analysing prospectus liability issues and possible harmonisation, with potential amendments to Article 11.
New points (g) and (h) are added covering supervisory convergence in scrutiny and approval under Article 20 and the effect of national disclosures under Article 3(2d), while the former points on EU Recovery prospectus costs and duration and on Articles 23(2a) and 23(3a) are removed.
Cited: Art. 48, v1 (external, EUR-Lex) · Art. 48, 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 48 Review 1. Before 21 July 2022 the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied where appropriate by a legislative proposal. 2. The report shall assess, inter alia, whether the prospectus summary, the disclosure regimes set out in Articles 14, 14a and 15 and the universal registration document referred to in Article 9 remain appropriate in light of their pursued objectives. In particular, the report shall include the following: (a) the number of EU Growth prospectuses of persons in each of the categories referred to in points (a) to (d) of Article 15(1) and an analysis of the evolution of each such number and of the trends in the choice of trading venues by the persons entitled to use the EU Growth prospectus; (b) an analysis of whether the EU Growth prospectus strikes a proper balance between investor protection and the reduction of administrative burdens for the persons entitled to use it; (c) the number of EU Recovery prospectuses approved and an analysis of the evolution of such number, as well as an estimate of the actual additional market capitalisation mobilised by EU Recovery prospectuses at the date of issue in order to gather experience about the EU Recovery prospectus for post-evaluation; (d) the cost of preparing and having an EU Recovery prospectus approved compared to the current costs for the preparation and approval of a standard prospectus, a secondary issuance prospectus and an EU Growth prospectus, together with an indication of the overall financial savings achieved and of which costs could be further reduced, and the total costs of complying with this Regulation for issuers, offerors and financial intermediaries together with a calculation of those costs as a percentage of operational costs; (e) an analysis of whether the EU Recovery prospectus strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it, and of the accessibility of essential information for investments; (f) an analysis of whether it would be appropriate to extend the duration of the EU Recovery prospectus regime, including whether the threshold referred to in the second subparagraph of Article 14a(1), beyond which an EU Recovery prospectus may not be used, is appropriate; (g) an analysis of whether the measures laid down in Articles 23(2a) and 23(3a) achieved the objective of providing additional clarity and flexibility to both financial intermediaries and investors and whether it would be appropriate to make those measures permanent. 3. Based on the analysis referred to in paragraph 2, the report shall assess whether any amendments to this Regulation are necessary in order to further facilitate capital-raising by smaller companies, while ensuring a sufficient level of investor protection, including whether the relevant thresholds need to be adjusted. 4. Furthermore, the report shall evaluate whether LEIs and ISINs can be obtained at a reasonable cost and within a reasonable period by issuers, in particular SMEs. The report shall take into account the results of the peer review referred to in Article 20(13).
this version, in force 4 December 2024 02017R1129-20241204
Article 48 Review 1. By 31 December 2028 the Commission shall present a report to the European Parliament and the Council on the application of this Regulation, accompanied, where appropriate, by a legislative proposal. 2. The report shall contain an assessment of, inter alia, whether the prospectus summary, the disclosure regimes set out in Articles 14a and 15a, the universal registration document referred to in Article 9 and the framework for the scrutiny and approval of the prospectus referred to in Article 20, remain appropriate in light of their objectives. The report shall contain all of the following: (a) the number of EU Growth issuance prospectuses drawn up by persons in each of the categories referred to in Article 15a(1), first subparagraph, points (a) to (d), and an analysis of the evolution of each such number and of the trends in the choice of trading venues by the persons entitled to use the EU Growth issuance prospectus; (b) an analysis of whether the EU Growth issuance prospectus strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it; (c) the number of EU Follow-on prospectuses approved and an analysis of the evolution of such number; (d) an analysis of whether the EU Follow-on prospectus strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it; (e) the cost of preparing and having an EU Follow-on prospectus and an EU Growth issuance prospectus approved compared to the current costs for the preparation and approval of a standard prospectus, together with an indication of the overall financial savings achieved and of which costs could be further reduced for both the EU Follow-on prospectus and the EU Growth issuance prospectus; (f) an analysis of whether the document set out in Annex IX strikes the proper balance between investor protection and the reduction of administrative burden for the persons entitled to use it; (g) an analysis of whether the scrutiny and approval procedures of competent authorities, in accordance with Article 20 and with the delegated acts adopted on the basis of that Article, ensure proper level of supervisory convergence throughout the Union and remain appropriate in light of their objectives; such analysis shall be based on a report provided by ESMA no later than one year before the date of the review report by the Commission; (h) an analysis of whether the possibility for Member States to require national disclosures in accordance with Article 3(2d) is conducive to converging national disclosure requirements below the relevant exemption threshold set out in Article 3(2) or 3(2a) and whether those national disclosures constitute an obstacle to the offer of securities to the public in those Member States. 2a. The Commission shall, by 31 December 2025, present a report to the European Parliament and to the Council analysing the issue of liability for the information given in a prospectus, assessing whether further harmonisation of the prospectus liability in the Union could be warranted and, if relevant, proposing amendments to the liability provisions set out in Article 11. 3. Based on the analysis referred to in paragraph 2, the report shall assess whether any amendments to this Regulation are necessary in order to further facilitate capital-raising by smaller companies, while ensuring a sufficient level of investor protection, including whether the relevant thresholds need to be adjusted. 4. Furthermore, the report shall evaluate whether LEIs and ISINs can be obtained at a reasonable cost and within a reasonable period by issuers, in particular SMEs. The report shall take into account the results of the peer review referred to in Article 20(13).