Delegated Regulation (EU) 2019/980 is amended as follows:
Article 2 is amended as follows:
paragraph 1 is replaced by the following:
‘1. For equity securities, the registration document shall contain the information referred to in Annex 1 to this Regulation, unless it is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129.’;
the following paragraph 3 is added:
‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’;
Article 4 is deleted;
Article 7 is replaced by the following:
‘Article 7
Registration document for retail non-equity securities
1. For non-equity securities other than those referred to in Article 8(2) of this Regulation, the registration document shall contain the information referred to in Annex 6 to this Regulation, unless it is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129 or contains the information referred to in Annex 1 to this Regulation.
2. Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’;
Article 8 is amended as follows:
paragraph 1 is replaced by the following:
‘1. For non-equity securities referred to in paragraph 2, the registration document shall contain the information referred to in Annex 7 to this Regulation, unless the registration document is drawn up in accordance with Article 9 of Regulation (EU) 2017/1129 or contains the information referred to in Annexes 1 or 6 to this Regulation.’;
the following paragraph 3 is added:
‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’;
Article 9 is deleted;
Article 12 is amended as follows:
paragraph 1 is replaced by the following:
‘1. For equity securities or units issued by collective investment undertakings of the closed-end type, the securities note shall contain the information referred to in Annex 11 to this Regulation.’;
the following paragraph 3 is added:
‘3. Paragraphs 1 and 2 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’;
Article 13 is deleted;
Articles 15 and 16 are replaced by the following:
‘Article 15
Securities note for retail non-equity securities
1. For non-equity securities other than those referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 14 to this Regulation.
2. Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.
Article 16
Securities note for wholesale non-equity securities
1. For non-equity securities referred to in Article 8(2) of this Regulation, the securities note shall contain the information referred to in Annex 15 to this Regulation, unless it contains the information referred to in Annex 14 to this Regulation.
2. Paragraph 1 shall not apply to a prospectus drawn up in accordance with Article 14a or Article 15a of Regulation (EU) 2017/1129.’;
Article 17 is deleted;
Article 18 is amended as follows:
in paragraph 2, the first subparagraph is replaced by the following:
‘2. With respect to an entity, other than the issuer, additional information shall be all information referred to in Annexes 1 and 20 to this Regulation that investors need to make an informed assessment referred to in Article 6(1), Article 14a(2) and Article 15a(2) of Regulation (EU) 2017/1129, as if that entity were the issuer of the equity security.’;
in paragraph 3, points (b) and (c) are replaced by the following:
the inaccuracy referred to in point (a) affects the ability of investors to make an informed assessment referred to in Article 6(1), Article 14a(2) and Article 15a(2) of Regulation (EU) 2017/1129;
additional information relating to an entity other than the issuer is needed for investors to make an informed assessment referred to in Article 6(1), Article 14a(2), and Article 15a(2) of Regulation (EU) 2017/1129.’;
Article 26 is amended as follows:
paragraphs 1, 2 and 3 are replaced by the following:
‘1. The information referred to as “Category A” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be included in the base prospectus.
2. The information referred to as “Category B” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be included in the base prospectus except for details of that information that are not known at the time of approval of that base prospectus. Such details shall be inserted in the final terms.
3. The information referred to as “Category C” in Annexes 14 to 19, 22, 31, 33 and 35 to this Regulation shall be inserted in the final terms, unless it is known at the time of approval of the base prospectus, in which case it may be inserted in that base prospectus instead.’;
the following paragraph 4a is inserted:
‘4a. The information included in a European Green Bond factsheet referred to in Article 10 of Regulation (EU) 2023/2631 of the European Parliament and of the Council (^{11}) and in the templates for voluntary pre-issuance disclosure referred to in Article 20 of that Regulation shall be considered “Category C” information for the purposes of this Article.
Chapter IV is deleted;
the following Chapter IVa is inserted:
‘CHAPTER IVa
EU FOLLOW-ON PROSPECTUS AND EU GROWTH ISSUANCE PROSPECTUS
SECTION 1
Content of the EU Follow-on prospectus and of the EU Growth issuance prospectus
Article 28a
EU Follow-on prospectus for equity securities
1. An EU Follow-on prospectus for equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 30 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.
2. By way of derogation from paragraph 1, an EU Follow-on prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferable securities equivalent to shares, shall be drawn up in accordance with Article 28c of this Regulation.
Article 28b
EU Growth issuance prospectus for equity securities
1. An EU Growth issuance prospectus for equity securities drawn up in accordance with Article 15a of Regulation (EU) 2017/1129 shall contain the information referred to in Annex 34 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.
2. By way of derogation from paragraph 1, an EU Growth issuance prospectus for the securities referred to in Articles 19(1), 19(2), 20(1) and 20(2) of this Regulation, where those securities are not shares or other transferrable securities equivalent to shares, shall be drawn up in accordance with Article 28d of this Regulation.
Article 28c
EU Follow-on prospectus for non-equity securities
1. An EU Follow-on prospectus for non-equity securities drawn up in accordance with Article 14a of Regulation (EU) 2017/1129 shall contain the following information:
where an EU Follow-on prospectus for non-equity securities is drawn up as a single document referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall contain the information referred to in Annex 31 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;
where an EU Follow-on prospectus for non-equity securities is drawn up as separate documents referred to in Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129, it shall divide the required information into:
a registration document for an EU Follow-on prospectus (“EU Follow-on registration document”), which shall contain the information referred to in Annex 32 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;
a securities note for an EU Follow-on prospectus (“EU Follow-on securities note”), which shall contain the information referred to in Annex 33 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation;
a summary where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation.
2. The information contained in Annexes 31, 32 and 33 shall be referred to as either of the following:
wholesale-specific, where that information refers specifically to non-equity securities that comply with any of the conditions set out in Article 7(1), second subparagraph, points (a) or (b), of Regulation (EU) 2017/1129; or
retail-specific, where that information refers specifically to non-equity securities other than those referred to in point (a) of this paragraph.
Article 28d
EU Growth issuance prospectus for non-equity securities
An EU Growth issuance prospectus for non-equity securities that is drawn up in accordance with Article 15a of Regulation (EU) 2017/1129, shall contain the information referred to in Annex 35 to this Regulation and, where applicable, any additional information referred to in Section 3 of Chapter II of this Regulation.
SECTION 2
Format of the EU Follow-on prospectus and of the EU Growth issuance prospectus
Article 28e
Format of the EU Follow-on prospectus for equity securities
For equity securities referred to in Article 28a(1) of this Regulation, an EU Follow-on prospectus shall be drawn up as a single document, in accordance with Article 14a(4), second subparagraph, of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:
a table of contents;
a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 30 to this Regulation based on the order of sections set out in that Annex;
where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.
Article 28f
Format of the EU Growth issuance prospectus for equity securities
For equity securities referred to in Article 28b(1) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:
a table of contents;
a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 34 to this Regulation based on the order of sections set out in that Annex;
where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.
Article 28g
Format of the EU Follow-on prospectus for non-equity securities
1. For non-equity securities referred to in Article 28c and for equity securities referred to in Article 28a(2) of this Regulation, an EU Follow-on prospectus may be drawn up either as a single document or as separate documents, in accordance with Article 14a(4), third subparagraph, of Regulation (EU) 2017/1129.
2. Where an EU Follow-on prospectus, referred to in paragraph 1, is drawn up as a single document, it shall be composed of the following elements set out in the following order:
a table of contents;
a summary, where required by Article 7(1) of Regulation (EU) 2017/1129, drawn up in accordance with Article 7(12a) of that Regulation;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 31 to this Regulation;
where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on prospectus.
Where an EU Follow-on prospectus referred to in the first subparagraph is based solely on Annex 31 to this Regulation, the order of its sections shall be the one set out in that Annex.
3. Where an EU Follow-on prospectus referred to in paragraph 1 is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:
a table of contents;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annexes 32 and 33 to this Regulation;
where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in that EU Follow-on registration document or that EU Follow-on securities note.
Where an EU Follow-on registration document and an EU Follow-on securities note are based solely on Annexes 32 and 33 to this Regulation, the order of their sections shall be the one set out in those Annexes.
Article 28h
Format of the EU Growth issuance prospectus for non-equity securities
For non-equity securities referred to in Article 28d and for equity securities referred to in Article 28b(2) of this Regulation, an EU Growth issuance prospectus shall be drawn up as a single document, in accordance with Article 15a(4) of Regulation (EU) 2017/1129, and shall be composed of the following elements set out in the following order:
a table of contents;
a summary drawn up in accordance with Article 7(12a) of Regulation (EU) 2017/1129;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 35 to this Regulation;
where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance prospectus.
Where an EU Growth issuance prospectus referred to in the first subparagraph is based solely on Annex 35 to this Regulation, the order of its sections shall be the one set out in that Annex.
Article 28i
Format of the EU Follow-on base prospectus
1. Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as a single document, it shall be composed of the following elements set out in the following order:
a table of contents;
a general description of the offering programme;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 31 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on base prospectus.
2. Where an EU Follow-on prospectus consists of a base prospectus and is drawn up as separate documents, the EU Follow-on registration document and the EU Follow-on securities note shall be composed of the following elements set out in the following order:
a table of contents;
in the EU Follow-on securities note, a general description of the offering programme;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annexes 32 and 33 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Follow-on registration document and the EU Follow-on securities note.
Where an EU Follow-on base prospectus referred to in the first subparagraph concerns a single issuer, the order of the sections of the EU Follow-on registration document shall be the one set out in Annex 32 to this Regulation.
3. An issuer, offeror or person asking for admission to trading on a regulated market may compile in a single document two or more base prospectuses.
4. Article 26 of this Regulation shall also apply to an EU Follow-on base prospectus.
Article 28j
Format of the EU Growth issuance base prospectus
1. Where an EU Growth issuance prospectus consists of a base prospectus, it shall be composed of the following elements set out in the following order:
a table of contents;
a general description of the offering programme;
the risk factors referred to in Article 16 of Regulation (EU) 2017/1129;
the other information referred to in Annex 35 and, where relevant, any additional information referred to in Section 3 of Chapter II of this Regulation that is to be included in the EU Growth issuance base prospectus.
Where an EU Growth issuance base prospectus concerns a single issuer, the order of the information set out in sections 2 to 8 of Annex 35 to this Regulation shall be followed.
2. An issuer or offeror may compile in a single document two or more base prospectuses.
3. Article 26 of this Regulation shall also apply to an EU Growth issuance base prospectus.
Article 28k
List of cross references
1. In an EU Follow-on prospectus for equity or non-equity securities, referred to in Articles 28e, 28g and 28i of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer, offeror or person asking for admission to trading on a regulated market, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.
2. In an EU Growth issuance prospectus for equity or non-equity securities, referred to in Articles 28f, 28h and 28j of this Regulation, where the requirement of a standardised format and sequence does not apply and the order of the information set out in the relevant Annexes is not followed by the issuer or the offeror, competent authorities may request a list of cross references indicating the items of the relevant Annexes to which that information corresponds.
3. The list of cross references referred to in paragraphs 1 and 2 shall identify any items set out in the relevant Annexes that have not been included in the draft EU Follow-on prospectus or EU Growth issuance prospectus due to the nature or type of issuer, securities, offer or admission to trading.
4. Where no list of cross references is requested in accordance with paragraphs 1 and 2 or where no list is submitted by the issuer, offeror or, where applicable for an EU Follow-on prospectus, the person asking for admission to trading on a regulated market, it shall be indicated in the margin of the draft EU Follow-on prospectus or base prospectus, or of the draft EU Growth issuance prospectus or base prospectus, to which information in the draft prospectus or base prospectus the relevant items set out in the Annexes to this Regulation correspond.
Article 28l
EU Follow-on prospectus and EU Growth issuance prospectus summary
1. An overview section of an EU Follow-on prospectus or of an EU Growth issuance prospectus shall only use the term ‘summary’ if it complies with the requirements laid down in Article 7(12a) of Regulation (EU) 2017/1129.
2. Where the summary of an EU Follow-on prospectus or of an EU Growth issuance prospectus is to be supplemented in accordance with Article 23 of Regulation (EU) 2017/1129, the new information shall be integrated in the summary of that EU Follow-on prospectus or of that EU Growth issuance prospectus in a way that enables investors to easily identify the changes.
The new information referred to in the first subparagraph shall be integrated in the summary of the EU Follow-on prospectus or of the EU Growth issuance prospectus either by producing a new summary or by supplementing the original summary.’;
the list of annexes is amended in accordance with Annex I to this Regulation;
Annexes 3, 8, 12, 16 and 23 to 27 are deleted;
Annexes 30 to 35 are added as set out in Annex II to this Regulation.