ESMA_QA_839
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/839
Regulatory Context
Regulation : PROSPECTUS
Level 1 Regulation: Prospectus Regulation 2017/1129
Level 2 Regulation: No information available
Level 3 Regulation: No information available
Topic: Public offer
Subject Matter: Application of Article 3(2) PR
Question
Submission Date: 16 July 2021
Is it possible to make an offer of securities to the public in more than one Member State using the exemption in Article 3(2)? If it is possible, what is the quantitative threshold which triggers the need for a prospectus at an EU level. Is the threshold determined based on the issuer’s home Member State, or should the issuer consider the lowest threshold of the individual Member States in which the offer is made?
ESMA Answer
Answer Date: 16-07-2021
Yes, it is possible to make an offer of securities to the public in more than one Member State using this exemption using the lowest threshold of the individual Member States in which the offer is made. The issuer should determine the lowest threshold for a prospectus by checking the thresholds set in the relevant individual Member States. ESMA has published a document containing the thresholds which are set by the Member States. However, issuers should familiarise themselves with the requirements in each Member State where the offer is made, because some Member States may have additional requirements such as the publication of documentation or the registration of the offering.
This document was automatically extracted from the ESMA EMIR Q&A database.