ESMA_QA_977

Status: ✅ Answer Published

Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/977

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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: Public offer

Subject Matter: Share option schemes

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Question

Submission Date: 12 July 2019

Are non-transferable options covered by the Prospectus Regulation? Even if they are not, would the exercise of those options constitute an offer of the underlying shares?

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ESMA Answer

Answer Date: 12-07-2019

[ESMA31-62-1258 Prospectus Q&A 4.1] ESMA believes that non-transferable options do not fall under the Prospectus Regulation, as the Prospectus Regulation only applies to transferable securities (Article 2(a)). As for the exercise of non-transferable options, at the time of the conversion or exercise there is no public offer within the meaning of Article 2(d) of the Prospectus Regulation since it is just the execution of a previous offer. Where in the view of national Competent Authorities transactions are structured as options, but are in reality an offer of shares, such authorities reserve the right to re-qualify the options as an offer of shares in order to overcome any circumvention of the Prospectus Regulation.

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