ESMA_QA_842

Status: ✅ Answer Published

Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/842

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Regulatory Context

Regulation : PROSPECTUS

Level 1 Regulation: Prospectus Regulation 2017/1129

Level 2 Regulation: No information available

Level 3 Regulation: No information available

Topic: Publication of prospectus

Subject Matter: The exemptions from the obligation to publish a prospectus in Article 1(5) Prospectus Regulation (EU) 2017/1129 as stand-alone exemptions

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Question

Submission Date: 28 January 2021

An issuer issues new shares as a result of a merger. The new shares that the issuer wishes to admit to trading in a regulated market represent less than 20% of its total number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months. Does the issuer need to make available the document referred to in Article 1(5)(f) in order to avoid the obligation to publish a prospectus?

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ESMA Answer

Answer Date: 28-01-2021

(Published as Prospectuses Q&A 15.3) No.  The exemption in point (a) of the first subparagraph of Article 1(5) of the Prospectus Regulation (EU) 2017/1129 applies. All the exemptions in Article 1(5) Prospectus Regulation (EU) 2017/1129 are stand-alone and therefore if one of them applies there is no requirement to publish a prospectus.

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This document was automatically extracted from the ESMA EMIR Q&A database.