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Recital 8

Recital 8

(8)Companies that have had shares admitted to trading on a regulated market or traded on an SME growth market continuously for at least the last 18 months before the offer of shares or admission to trading should have complied with periodic and ongoing disclosure requirements under Regulation (EU) No 596/2014 of the European Parliament and of the Council 5 , Directive 2004/109/EC of the European Parliament and of the Council 6 or, for issuers on SME growth markets, under Commission Delegated Regulation (EU) 2017/565 7 . Hence, much of the required content of a prospectus will already be publicly available and investors will be trading on the basis of that information. Therefore, the EU Recovery prospectus should only be used for secondary issuances of shares. The EU Recovery prospectus should facilitate equity funding and thereby allow companies to rapidly recapitalise. The EU Recovery prospectus should not enable issuers to move from an SME growth market to a regulated market. Furthermore, the EU Recovery prospectus should only focus on essential information enabling investors to make informed investment decisions. Nevertheless, if applicable, issuers or offerors should address how the COVID-19 pandemic has affected the issuers’ business activities as well as the pandemic’s future anticipated impact on the issuers’ business activities, if any.

  1. 7 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 ). ↩
  2. 6 Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC ( OJ L 390, 31.12.2004, p. 38 ). ↩
  3. 5 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ( OJ L 173, 12.6.2014, p. 1 ). ↩
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