New Prospectus Regulation: ESMA publishes prospectus exemption thresholds for Member States

The new Prospectus Regulation (2017/1129) does not apply to an offer of securities to the public with a total consideration in the EU of less than €1M (calculated over a period of 12 months.) The Prospectus Regulation also gives Member States the option to raise that public offer exemption threshold to a maximum of €8m provided that relevant offers are not subject to a passporting notification under Article 25 of the Regulation. These provisions became applicable from 21 July 2018.

Taken together, these two new offer thresholds mean that each Member State can set its own figure between €1m and €8m below which a prospectus will not be required. Member States must notify the EU Commission and ESMA whether and at what monetary threshold they intend to exercise this discretion.

With the intention of increasing transparency around the prospectus regime, ESMA has published a document listing the various public offer thresholds that individual Member States have chosen to adopt. The document contains information provided by national competent authorities setting out:

• a short description of the national thresholds below which no prospectus is required
• a summary of any national rules which apply to offers below that threshold, and
• hyperlinks to the relevant national legislation and rules.

ESMA intends to keep the information in the document updated as it receives notifications from Member States.