CELEX: 
Language: en
Date: 2020-06-04 00:00:00
Title: COMMISSION DELEGATED REGULATION (EU) …/... amending and correcting Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market

EUROPEAN
                            COMMISSION
                                                      Brussels, 4.6.2020
                                                      C(2020) 3508 final
                 COMMISSION DELEGATED REGULATION (EU) …/...
                                          of 4.6.2020
         amending and correcting Commission Delegated Regulation (EU) 2019/980
      supplementing Regulation (EU) 2017/1129 of the European Parliament and of the
    Council as regards the format, content, scrutiny and approval of the prospectus to be
   published when securities are offered to the public or admitted to trading on a regulated
                                            market
                                  (Text with EEA relevance)
EN                                                                                           EN
 ---pagebreak---                                    EXPLANATORY MEMORANDUM
   1.        CONTEXT OF THE DELEGATED ACT
   1.1.      General background
   The Prospectus Regulation1 creates a new and harmonised set of rules that (i) helps
   companies raising money on capital markets to invest and grow; (ii) helps investors to make
   better and more informed decisions; and (iii) fosters supervisory convergence throughout the
   Union. The Prospectus Regulation also empowers and requires the Commission to lay down
   some details of the new rules.
   In this context, Articles 9(14), 13(1), 13(2), 14(3), 15(2) and 20(11) empower the
   Commission to adopt delegated acts to:
            lay down the information that must be included in the prospectus and its relating
             documents;
            lay down the criteria for scrutiny and the procedures for approval of the prospectus
             and of the universal registration document.
   The basis for the delegated act that bundles those six empowerments (in accordance with
   Better Regulation rules), is the technical advice that ESMA delivered to the Commission on
   31 March 2018. In addition, ESMA advised the Commission to introduce operative provisions
   similar to Articles 4 to 20 of Commission Regulation (EC) No 809/20042.
   The Commission adopted the delegated act in the form of Commission Delegated Regulation
   (EU) 2019/9803 on 14 March 2019.
   1.2.      Objectives of the Delegated Regulation
   The objective of this Delegated Regulation is to amend and correct Commission Delegated
   Regulation (EU) 2019/980. All amendments and corrections listed below were presented to
   the Expert Group of the European Securities Committee (EGESC) in presence of observers
   from the European Parliament on 27 September 2019.
   1.2.1.    Amendments to the Delegated Regulation
            To pursue the objective of aligning Delegated Regulation (EU) 2019/980 with the
             primary act, all references to shares, debt and derivative securities included in
             ESMA's technical advice and in Commission Regulation (EC) No 809/2004 were
             changed to references to equity and non-equity securities as defined in the Prospectus
             Regulation. In doing so, the following overarching principles were consistently
             applied:
   1
           Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
           prospectus to be published when securities are offered to the public or admitted to trading on a
           regulated market, ad repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
   2
           Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the
           European Parliament and of the Council as regards information contained in prospectuses as well as the
           format, incorporation by reference and publication of such prospectuses and dissemination of
           advertisements (OJ L 149, 30.4.2004, p. 1).
   3
           Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing regulation (EU)
           2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and
           approval of the prospectus to be published when securities are offered to the public or admitted to
           trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (OJ L 166,
           21.6.2019, p. 26).
EN                                                       1                                                        EN
 ---pagebreak---      (a)   a prospectus drawn up for an offer or an admission to trading of equity
           securities must include both a registration document and a securities note
           relating to equity securities;
     (b)   a prospectus drawn up for an offer or an admission to trading of non-equity
           securities must include both a registration document and a securities note
           relating to non-equity securities.
     During the scrutiny of Delegated Regulation (EU) 2019/980 it emerged that such
     overarching principles should not apply to certain types of hybrid securities such as
     certain convertible, exchangeable and derivative securities. Under Commission
     Regulation (EC) No 809/2004, such securities were subject to a dual disclosure
     regime, which was lighter for the issuer of the debt or derivative securities as
     opposed to the issuer of the underlying shares. As those rules have proven to work
     well and have not affected the level of investor protection, it would be appropriate to
     subject issuers of those convertible, exchangeable and derivative securities to the
     lighter disclosure rules applicable to non-equity securities.
    Delegated Regulation (EU) 2019/980 requires an issuer using the option to disclose
     the annual financial report in the universal registration document to provide the
     whole universal registration document in Extensible Hypertext Markup Language
     (XHTML) format, which is a disproportionate administrative burden. Article 24(4)
     and Article 25(5) of Delegated Regulation (EU) 2019/980 should therefore be
     amended to allow the issuer to submit only the information contained in the annual
     financial report in XHTML format.
    Delegated Regulation (EU) 2019/980 sets out the standardised format and sequence
     of the EU Growth prospectus, in accordance with the Prospectus Regulation. In some
     circumstances, additional information about underlying shares, derivative securities
     and the consent given to use the prospectus may also be required. Article 32, Annex
     26 and Annex 27 of Delegated Regulation (EU) 2019/980 should be amended to set
     out placeholders where such additional information, where applicable, should be
     inserted in the EU Growth prospectus.
    An inaccuracy about the information relating to audit reports, which affects several
     Annexes to Commission Delegated Regulation (EU) 2019/980, should be amended.
    Annex 4 to Delegated Regulation (EU) 2019/980 lays down a list of sections and
     items that a collective investment undertaking must provide where the simplified
     disclosure regime for secondary issuances is applicable. Such list should be amended
     to add information on material contracts and to exclude pro forma financial
     information.
    In the securities note for secondary issuances of non-equity securities, the description
     of the type, class, and amount of the securities being offered and/or admitted to
     trading, which is currently set out as category A, should be moved to category B as
     not all details of that information are known at the time of approval of the base
     prospectus. In addition, to align with the disclosure requirements for primary
     issuances, it should be clarified that if the prospectus summary for a secondary
     issuance of retail non-equity securities includes a PRIIPS KID, that information
     should also be contained in the securities note, since the prospectus summary must
     be consistent with the other parts of the prospectus. Annex 16 of Delegated
     Regulation (EU) 2019/980 should be amended accordingly.
EN                                           2                                                EN
 ---pagebreak---           Finally, the new Regulation (EU) 2019/2115 of the European Parliament and of the
           Council4 amended the requirement to disclose the working capital statement in the
           EU Growth prospectus, making such requirement applicable to all issuers of equity
           securities irrespective of their market capitalisation. Point (g) of Article 32(1) and
           Annex 26 to Delegated Regulation (EU) 2019/980 should be amended to reflect such
           change.
   1.2.2.  Corrections to the Delegated Regulation
          To be fully compliant with the Prospectus Regulation, point (g) of Article 42(2) of
           Delegated Regulation (EU) 2019/980 should be corrected to clarify that the appendix
           must be submitted to the competent authority in searchable electronic format via
           electronic means only where such appendix is required under Article 26(4) of the
           Prospectus Regulation.
          Finally, one incorrect cross reference contained in Article 33(7) should be corrected.
   2.      LEGAL ELEMENTS OF THE DELEGATED ACT
   To address the above-mentioned issues, this Delegated Regulation proposes the following
   amendments and corrections:
          Article 1 of this Delegated Regulation amends the following provisions and Annexes
           to Delegated Regulation (EU) 2019/980:
           –      Articles 2, 4, 12, 13, 24, 25, 28, 30 and 32;
           –      Annexes 1, 3, 4, 6, 7, 8, 9, 16, 24, 25, 26 and 27.
          Article 2 of this Delegated Regulation corrects the following provisions and Annexes
           to Delegated Regulation (EU) 2019/980:
           –      Articles 33(7) and 42(2).
   4
          Regulation (EU) 2019/2115 of the European Parliament and of the Council of 27 November 2019
          amending Directive 2014/65/EU and Regulations (EU) No 596/2014 and (EU) 2017/1129 as regards the
          promotion of the use of SME growth markets (OJ L 320, 11.12.2019, p. 1).
EN                                                    3                                                    EN
 ---pagebreak---                      COMMISSION DELEGATED REGULATION (EU) …/...
                                                  of 4.6.2020
          amending and correcting Commission Delegated Regulation (EU) 2019/980
       supplementing Regulation (EU) 2017/1129 of the European Parliament and of the
     Council as regards the format, content, scrutiny and approval of the prospectus to be
   published when securities are offered to the public or admitted to trading on a regulated
                                                     market
                                          (Text with EEA relevance)
   THE EUROPEAN COMMISSION,
   Having regard to the Treaty on the Functioning of the European Union,
   Having regard to Regulation (EU) 2017/1129 of the European Parliament and of the Council
   of 14 June 2017 on the prospectus to be published when securities are offered to the public or
   admitted to trading on a regulated market, and repealing Directive 2003/71/EC5, and in
   particular paragraphs 1 and 2 of Article 13, Article 14(3) and Article 15(2) thereof,
   Whereas:
   (1)     Commission Delegated Regulation (EU) 2019/9806 lays down the information that
           issuers of equity and non-equity securities are required to disclose. Non-equity
           securities are subject to less stringent disclosure requirements than equity securities.
           Some equity securities, such as certain types of convertible, exchangeable and
           derivative securities, are similar to non-equity securities before being converted or
           before the rights conferred by them being exercised. Therefore, it is appropriate to
           subject issuers of those convertible, exchangeable and derivative securities to the
           lighter disclosure rules applicable to non-equity securities.
   (2)     Under Regulation (EU) 2017/1129, issuers can use a universal registration document
           to disclose the annual financial report required under Directive 2004/109/EC of the
           European Parliament and of the Council7. Delegated Regulation (EU) 2019/980
           requires issuers using that option to provide the complete universal registration
           document in Extensible Hypertext Markup Language (XHTML) format, which is a
           disproportionate administrative burden. Article 24(4) and Article 25(5) of Delegated
           Regulation (EU) 2019/980 should therefore be amended to allow issuers to submit
           only the information contained in the annual financial report in XHTML format.
   5
           OJ L 168, 30.6.2017, p. 12.
   6
           Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU)
           2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and
           approval of the prospectus to be published when securities are offered to the public or admitted to
           trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (OJ L 166,
           21.6.2019, p. 26).
   7
           Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the
           harmonisation of transparency requirements in relation to information about issuers whose securities are
           admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004,
           p. 38).
EN                                                       4                                                          EN
 ---pagebreak---    (3) Section 3 of Chapter II of Delegated Regulation (EU) 2019/980, on additional
       information to be included in the prospectus, applies to all types of prospectuses,
       including the EU Growth prospectus. As the EU Growth prospectus is subject to a
       standardised format and sequence, it is necessary to clarify the order of disclosure of
       information items relating to derivative securities and, where applicable, to the
       underlying shares and/or to the information to be disclosed if consent to use the
       prospectus is given in accordance with Article 5(1) of Regulation (EU) 2017/1129.
       Article 32 of Delegated Regulation (EU) 2019/980 and Annexes 26 and 27 to that
       Regulation should be updated accordingly.
   (4) Article 2(4) of Regulation (EU) 2019/2115 of the European Parliament and of the
       Council8 amended Annex V to Regulation (EU) 2017/1129 by making the requirement
       to disclose the working capital statement in the EU Growth prospectus applicable to
       all issuers of equity securities, irrespective of their market capitalisation. Article 32(1),
       point (g), of Delegated Regulation (EU) 2019/980 and Annex 26 to that Regulation
       should be amended accordingly.
   (5) Annexes 1, 3, 6 to 9, 24 and 25 to Delegated Regulation (EU) 2019/980 require that
       for most equity and non-equity securities, the historical annual financial information is
       to be independently audited and that the audit report is to be prepared in accordance
       with Directive 2006/43/EC of the European Parliament and of the Council9 and
       Regulation (EU) No 537/2014 of the European Parliament and of the Council10. Those
       Annexes also require that, where Directive 2006/43/EC and Regulation (EU)
       No 537/2014 do not apply and where those audit reports on the historical financial
       information have been refused by the statutory auditors or where they contain
       qualifications, modifications of opinion, disclaimers or an emphasis of matter, such
       qualifications, modifications, disclaimers or emphasis be reproduced in full and the
       reasons given. To enable investors to take informed investment decisions, it is
       appropriate to subject issuers to the aforementioned disclosure requirements,
       irrespective of whether Directive 2006/43/EC or Regulation (EU) No 537/2014 apply.
       Annexes 1, 3, 6 to 9, 24 and 25 to Delegated Regulation (EU) 2019/980 should
       therefore be amended accordingly.
   (6) Where the simplified disclosure regime for secondary issuances is applicable, Annex 4
       to Delegated Regulation (EU) 2019/980 requires collective investment undertakings to
       provide information stemming from certain sections and items of Annex 3. To align
       with the disclosure requirements for primary issuances, that list of sections and items
       should be amended to include information on material contracts and exclude pro forma
       financial information.
   (7) In the securities note for secondary issuances of non-equity securities, the description
       of the type, class, and amount of the securities being offered or admitted to trading
       should be set out under category B in the same way as for primary issuances, as not all
       details of that information are known at the time of approval of the base prospectus.
   8
       Regulation (EU) 2019/2115 of the European Parliament and of the Council of 27 November 2019
       amending Directive 2014/65/EU and Regulations (EU) No 596/2014 and (EU) 2017/1129 as regards the
       promotion of the use of SME growth markets (OJ L 320, 11.12.2019, p. 1).
   9
       Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory
       audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and
       83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87).
   10
       Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on
       specific requirements regarding statutory audit of public-interest entities and repealing Commission
       Decision 2005/909/EC (OJ L 158, 27.5.2014, p. 77).
EN                                                  5                                                       EN
 ---pagebreak---           Furthermore, to align with the disclosure requirements for primary issuances, it is
          necessary to clarify that for secondary issuances of retail non-equity securities, where
          the prospectus summary is substituted in part with the information set out in Article
          8(3), points (c) to (i) of Regulation (EU) No 1286/2014 of the European Parliament
          and of the Council11, that information should also be contained in the securities note.
          Annex 16 to Delegated Regulation (EU) 2019/980 should be amended accordingly.
   (8)    Article 33(7) of Delegated Regulation (EU) 2019/980 erroneously refers to Annex 22
          to that Regulation, instead of Annex 23. That error should be corrected.
   (9)    Article 26(4) of Regulation (EU) 2017/1129 requires that a registration document or a
          universal registration document notified in accordance with paragraph 2 of that Article
          contains an appendix setting out the key information on the issuer referred to in
          Article 7(6) of that Regulation. Point (g) of Article 42(2) of Delegated Regulation
          (EU) 2019/980 erroneously requires that such appendix is to be submitted in any case
          and not only where such appendix is required. That error should be corrected.
   (10)   Regulation (EU) 2017/1129 and Delegated Regulation (EU) 2019/980 started applying
          as of 21 July 2019. For reasons of legal certainty and to ensure that issuers are not
          subject to unnecessary administrative burdens, Article 1, points (1) to (8), and Article
          2 of this Delegated Regulation should have the same date of application as Regulation
          (EU) 2017/1129 and Delegated Regulation (EU) 2019/980.
   (11)   In the interest of legal certainty, prospectuses approved between 21 July 2019 and
          [Publications office, please insert the date before the date of entry into force of this
          amending and correcting act in the OJ], should continue to be valid until the end of
          their validity,
   HAS ADOPTED THIS REGULATION:
                                                 Article 1
                        Amendments to Delegated Regulation (EU) 2019/980
   Delegated Regulation (EU) 2019/980 is amended as follows:
   (1)      Article 2 is replaced by the following:
                                                  ‘Article 2
                                 Registration document for equity securities
        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
        Articles 9, 14 or 15 of Regulation (EU) 2017/1129.
        2.     By way of derogation from paragraph 1, the registration document for the
        following securities, where those securities are not shares or other transferrable
        securities equivalent to shares, may be drawn up in accordance with Article 7 of
        this Regulation for retail securities or Article 8 of this Regulation for wholesale
        securities:
        (a)    the securities referred to in Articles 19(1) and 20(1) of this Regulation;
   11
          Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014
          on key information documents for packaged retail and insurance-based investment products (PRIIPs)
          (OJ L 352, 9.12.2014, p. 1).
EN                                                   6                                                      EN
 ---pagebreak---        (b)   the securities referred to in Article 19(2) of this Regulation, where those
             securities are exchangeable for or convertible into shares that are or will be
             issued by an entity belonging to the issuer’s group and that are not admitted
             to trading on a regulated market;
       (c)   the securities referred to in Article 20(2) of this Regulation, where those
             securities give the right to subscribe or acquire shares that are or will be
             issued by an entity belonging to the issuer’s group and that are not admitted
             to trading on a regulated market.’;
   (2)     Article 4 is replaced by the following:
                                                ‘Article 4
                 Registration document for secondary issuances of equity securities
       1.    A specific registration document for equity securities that is drawn up in
       accordance with Article 14 of Regulation (EU) 2017/1129 shall contain the
       information referred to in Annex 3 to this Regulation.
       2.    By way of derogation from paragraph 1, the registration document for the
       following securities, where those securities are not shares or other transferrable
       securities equivalent to shares, may be drawn up in accordance with Article 9:
       (a)   the securities referred to in Articles 19(1) and 20(1) of this Regulation;
       (b)   the securities referred to in Article 19(2) of this Regulation, where those
             securities are exchangeable for or convertible into shares that are or will be
             issued by an entity belonging to the issuer’s group and that are not admitted
             to trading on a regulated market;
       (c)   the securities referred to in Article 20(2) of this Regulation, where those
             securities give the right to subscribe or acquire shares that are or will be
             issued by an entity belonging to the issuer’s group and that are not admitted
             to trading on a regulated market.’;
   (3)     Article 12 is replaced by the following:
                                               ‘Article 12
             Securities note for equity securities or units issued by collective investment
                               undertakings of the closed-end type
       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, unless it is drawn up in accordance with
       Articles 14 or 15 of Regulation (EU) 2017/1129.
       2.    By way of derogation from paragraph 1, the securities note for the securities
       referred to in paragraphs 1 and 2 of Article 19 and paragraphs 1 and 2 of
       Article 20 of this Regulation, where those securities are not shares or other
       transferrable securities equivalent to shares, shall be drawn up in accordance with
       Article 15 of this Regulation for retail securities or Article 16 of this Regulation
       for wholesale securities.’;
   (4)     Article 13 is replaced by the following:
                                               ‘Article 13
EN                                                 7                                         EN
 ---pagebreak---            Securities note for secondary issuances of equity securities or of units issued by
                    collective investment undertakings of the closed-end type
       1.     A specific securities note for equity securities or units issued by collective
       investment undertakings of the closed-end type that is drawn up in accordance
       with Article 14 of Regulation (EU) 2017/1129 shall contain the information
       referred to in Annex 12 to this Regulation.
       2.     By way of derogation from paragraph 1, the specific securities note for the
       securities referred to in paragraphs 1 and 2 of Article 19 and paragraphs 1 and 2 of
       Article 20 of this Regulation, where those securities are not shares or other
       transferrable securities equivalent to shares, shall be drawn up in accordance with
       Article 17 of this Regulation.’;
   (5)     in Article 24, paragraph 4 is replaced by the following:
           ‘4. Where a universal registration document is used for the purposes of
           Article 9(12) of Regulation (EU) 2017/1129, the information referred to in that
           Article shall be presented in accordance with Commission Delegated Regulation
           (EU) 2019/815*.
           _____________________________________________________________
           *      Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing
                  Directive 2004/109/EC of the European Parliament and of the Council with regard to
                  regulatory technical standards on the specification of a single electronic reporting format (OJ L
                  143, 29.5.2019, p. 1).’;
   (6)     in Article 25, paragraph 5 is replaced by the following:
           ‘5. Where a universal registration document is used for the purposes of
           Article 9(12) of Regulation (EU) 2017/1129, the information referred to in that
           Article shall be presented in accordance with Commission Delegated Regulation
           (EU) 2019/815.’;
   (7)     Article 28 is replaced by the following:
                                                    ‘Article 28
                          EU Growth registration document for equity securities
       1.     A specific registration document for equity securities drawn up in
       accordance with Article 15 of Regulation (EU) 2017/1129 shall contain the
       information referred to in Annex 24 to this Regulation.
       2.     By way of derogation from paragraph 1, the specific registration document
       for the following securities, where those securities are not shares or other
       transferrable securities equivalent to shares, may be drawn up in accordance with
       Article 29 of this Regulation:
       (a)    the securities referred to in Articles 19(1) and 20(1) of this Regulation;
       (b)    the securities referred to in Article 19(2) of this Regulation, where those
              securities are exchangeable for or convertible into shares that are or will be
              issued by an entity belonging to the issuer’s group and that are not admitted
              to trading on a regulated market;
       (c)    the securities referred to in Article 20(2) of this Regulation, where those
              securities give the right to subscribe or acquire shares that are or will be
EN                                                       8                                                          EN
 ---pagebreak---                issued by an entity belonging to the issuer’s group and that are not admitted
               to trading on a regulated market.’;
   (8)     Article 30 is replaced by the following:
                                                 ‘Article 30
                                EU Growth securities note for equity securities
        1.     A specific securities note for equity securities drawn up in accordance with
        Article 15 of Regulation (EU) 2017/1129 shall contain the information referred to
        in Annex 26 to this Regulation.
        2.     By way of derogation from paragraph 1, the specific securities note for the
        securities referred to in paragraphs 1 and 2 of Article 19 and paragraphs 1 and 2 of
        Article 20 of this Regulation, where those securities are not shares or other
        transferrable securities equivalent to shares, shall be drawn up in accordance with
        Article 31 of this Regulation.’;
   (9)     in Article 32(1), point (e) is replaced by the following:
           ‘(e) the information referred to in section 1 of Annex 24 and section 1 of Annex 26,
                   or the information referred to in section 1 of Annex 25 and section 1 of Annex
                   27 to this Regulation, depending on the type of securities;’;
   (10)    in Article 32(1), point (g) is replaced by the following:
           ‘(g) for equity securities, the information referred to in item 2.1 of Annex 26 and,
                   where equity securities are issued by an issuer with a market capitalisation
                   above EUR 200 000 000, the information referred to in item 2.2 of Annex 26 to
                   this Regulation;’;
   (11)    in Article 32(1), the following points (p) and (q) are added:
           ‘(p) where information on the underlying share is required pursuant to
                   Article 19(2), point (b), Article 19(3) or Article 20(2), point (b) of this
                   Regulation, the information referred to in section 6 of Annex 26 to this
                   Regulation or the information referred to in section 6 of Annex 27 to this
                   Regulation, depending on the type of securities;
           (q)     where the issuer or the person responsible for drawing up a prospectus consents
                   to its use as referred to in the second subparagraph of Article 5(1) of
                   Regulation (EU) 2017/1129, the information referred to in section 7 of Annex
                   26 or in section 7 of Annex 27 to this Regulation, depending on the type of
                   securities.’;
   (12)    the following Article 46a is inserted:
                                                ‘Article 46a
          Prospectuses approved between 21 July 2019 and [Publications office, please insert
             the date before the entry into force of this amending and correcting act in the OJ]
          Prospectuses that have been approved between 21 July 2019 and [Publications office,
          please insert the date before the date of entry into force of this amending and
          correcting act in the OJ] shall continue to be valid until the end of their validity.’;
   (13)    Annex 1 is amended in accordance with Annex I to this Regulation;
   (14)    Annex 3 is amended in accordance with Annex II to this Regulation;
EN                                                  9                                              EN
 ---pagebreak---    (15)      Annex 4 is amended in accordance with Annex III to this Regulation;
   (16)      Annex 6 is amended in accordance with Annex IV to this Regulation;
   (17)      Annex 7 is amended in accordance with Annex V to this Regulation;
   (18)      Annex 8 is amended in accordance with Annex VI to this Regulation;
   (19)      Annex 9 is amended in accordance with Annex VII to this Regulation;
   (20)      Annex 16 is amended in accordance with Annex VIII to this Regulation;
   (21)      Annex 24 is amended in accordance with Annex IX to this Regulation;
   (22)      Annex 25 is amended in accordance with Annex X to this Regulation;
   (23)      Annex 26 is amended in accordance with Annex XI to this Regulation;
   (24)      Annex 27 is amended in accordance with Annex XII to this Regulation.
                                                  Article 2
                         Corrections to Delegated Regulation (EU) 2019/980
   (1)       in Article 33 of Delegated Regulation (EU) 2019/980, paragraph 7 is replaced by the
             following:
         ‘7.    The specific summary may use sub-headings to present the information
                referred to in sections 2, 3 and 4 of Annex 23 to this Regulation.’;
   (2)       in Article 42(2), point (g) is replaced by the following:
         ‘(g) an appendix where required by Article 26(4) of Regulation (EU) 2017/1129,
                unless no summary is required pursuant to the second subparagraph of
                Article 7(1) of that Regulation;’.
                                                  Article 3
                                Entry into force and date of application
   This Regulation shall enter into force on the third day following that of its publication in the
   Official Journal of the European Union.
   However, Article 1, points (1) to (8), and Article 2 shall apply from 21 July 2019.
   This Regulation shall be binding in its entirety and directly applicable in all Member States.
   Done at Brussels, 4.6.2020
                                                   For the Commission
                                                   The President
                                                   Ursula VON DER LEYEN
EN                                                   10                                             EN
 ---documentbreak---                             EUROPEAN
                            COMMISSION
                                                     Brussels, 4.6.2020
                                                     C(2020) 3508 final
                                                     ANNEXES 1 to 12
                                          ANNEXES
                                             to the
                 COMMISSION DELEGATED REGULATION (EU) .../...
         amending and correcting Commission Delegated Regulation (EU) 2019/980
      supplementing Regulation (EU) 2017/1129 of the European Parliament and of the
    Council as regards the format, content, scrutiny and approval of the prospectus to be
   published when securities are offered to the public or admitted to trading on a regulated
                                            market
EN                                                                                           EN
 ---pagebreak---                                                   ANNEX I
   Section 18 of Annex 1 is amended as follows:
   (1)      item 18.3.1 is replaced by the following:
   ‘Item 18.3.1        The historical annual financial information must be independently
                       audited. The audit report shall be prepared in accordance with Directive
                       2006/43/EC of the European Parliament and of the Council(*) and
                       Regulation (EU) No 537/2014 of the European Parliament and of the
                       Council(**).
                       Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                       apply, the historical annual financial information must be audited or
                       reported on as to whether or not, for the purposes of the registration
                       document, it gives a true and fair view in accordance with auditing
                       standards applicable in a Member State or an equivalent standard.
            _____________________________________________________________
            (*)   Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on
                  statutory audits of annual accounts and consolidated accounts, amending Council Directives
                  78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157,
                  9.6.2006, p. 87).
            (**)  Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014
                  on specific requirements regarding statutory audit of public-interest entities and repealing
                  Commission Decision 2005/909/EC (OJ L 158, 27.5.2014, p. 77).’;
   (2)      the following item 18.3.1a is inserted:
   ‘Item 18.3.1a       Where audit reports on the historical financial information have been
                       refused by the statutory auditors or where they contain qualifications,
                       modifications of opinion, disclaimers or an emphasis of matter, the reason
                       must be given, and such qualifications, modifications, disclaimers or
                       emphasis of matter must be reproduced in full.’.
EN                                                     1                                                       EN
 ---pagebreak---                                               ANNEX II
   Section 11 of Annex 3 is amended as follows:
   (1)      item 11.2.1 is replaced by the following:
   ‘Item 11.2.1       Audit report
                      The annual financial statements must be independently audited. The audit
                      report shall be prepared in accordance with Directive 2006/43/EC and
                      Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the annual financial statements must be audited or reported on as to
                      whether or not, for the purposes of the registration document, it gives a true
                      and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard. Otherwise, the following
                      information must be included in the registration document:
                      (a)       a prominent statement disclosing which auditing standards have
                                been applied;
                      (b)       an explanation of any significant departures from International
                                Standards on Auditing.’;
   (2)      the following item 11.2.1a is inserted:
   ‘Item 11.2.1a      Where audit reports on the annual financial statements have been refused
                      by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                 2                                                 EN
 ---pagebreak---                                               ANNEX III
   In Annex 4, the introduction preceding Section 1 is replaced by the following:
                      In addition to the information required in this Annex, a collective
                      investment undertaking must provide the information required in
                      sections/items 1, 2, 3, 4, 6, 7.1, 7.2.1, 8.4, 9 (although the description of the
                      regulatory environment that the issuer operates in, need only relate to the
                      regulatory environment relevant to the issuer’s investments), 11, 12, 13,
                      14, 15.2, 16, 17, 18 (except for pro forma financial information), 19, 20
                      and 21 of Annex 1 to this Regulation, or, where the collective investment
                      undertaking meets the requirements of Article 14(1) of Regulation (EU)
                      2017/1129, the information required in sections/items 1, 2, 3, 4, 7, 8, 9, 10,
                      11 (except for pro forma financial information), 12, 13, 14 and 15 of
                      Annex 3 to this Regulation.
                      Where units are issued by a collective investment undertaking which is
                      constituted as a common fund managed by a fund manager, the
                      information referred to in sections/items 6, 12, 13, 14, 15.2, 16 and 20 of
                      Annex 1 to this Regulation shall be disclosed in relation to the fund
                      manager, while the information referred to in items 2, 4 and 18 of Annex 1
                      to this Regulation shall be disclosed in relation to both the fund and the
                      fund manager.’.
EN                                                  3                                                   EN
 ---pagebreak---                                               ANNEX IV
   Section 11 of Annex 6 is amended as follows:
   (1)      item 11.3.1 is replaced by the following:
   ‘Item 11.3.1       The historical annual financial information must be independently
                      audited. The audit report shall be prepared in accordance with Directive
                      2006/43/EC and Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the historical financial information must be audited or reported on as
                      to whether or not, for the purposes of the registration document, it gives a
                      true and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard.’;
   (2)      the following item 11.3.1a is inserted:
   ‘Item 11.3.1a      Where audit reports on the historical financial information have been
                      refused by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                 4                                                EN
 ---pagebreak---                                                ANNEX V
   Section 11 of Annex 7 is amended as follows:
   (1)      item 11.2.1 is replaced by the following:
   ‘Item 11.2.1       The historical annual financial information must be independently
                      audited. The audit report shall be prepared in accordance with Directive
                      2006/43/EC and Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the historical financial information must be audited or reported on as
                      to whether or not, for the purposes of the registration document, it gives a
                      true and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard. Otherwise, the following
                      information must be included in the registration document:
                      (a)       a prominent statement disclosing which auditing standards have
                                been applied;
                      (b)       an explanation of any significant departures from International
                                Standards on Auditing.’;
   (2)      the following item 11.2.1a is inserted:
   ‘Item 11.2.1a      Where audit reports on the historical financial information have been
                      refused by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                 5                                                EN
 ---pagebreak---                                               ANNEX VI
   Section 10 of Annex 8 is amended as follows:
   (1)      item 10.2.1 is replaced by the following:
   ‘Item 10.2.1       Audit report
                      The annual financial statements must be independently audited. The audit
                      report shall be prepared in accordance with Directive 2006/43/EC and
                      Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the annual financial statements must be audited or reported on as to
                      whether or not, for the purposes of the registration document, it gives a true
                      and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard. Otherwise, the following
                      information must be included in the registration document:
                      (a)       a prominent statement disclosing which auditing standards have
                                been applied;
                      (b)       an explanation of any significant departures from International
                                Standards on Auditing.’;
   (2)      the following item 10.2.1a is inserted:
   ‘Item 10.2.1a      Where audit reports on the annual financial statements have been refused
                      by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                 6                                                 EN
 ---pagebreak---                                               ANNEX VII
   Section 8 of Annex 9 is amended as follows:
   (1)      item 8.2.a.3 is replaced by the following:
   ‘Item 8.2.a.3      Audit report
                      The historical annual financial information must be independently
                      audited. The audit report shall be prepared in accordance with Directive
                      2006/43/EC and Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the historical financial information must be audited or reported on as
                      to whether or not, for the purposes of the registration document, it gives a
                      true and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard. Otherwise, the following
                      information must be included in the registration document:
                      (a)       a prominent statement disclosing which auditing standards have
                                been applied;
                      (b)       an explanation of any significant departures from International
                                Standards on Auditing.’;
   (2)      the following item 8.2.a.4 is inserted:
   ‘Item 8.2.a.4      A statement that the historical financial information has been audited.
                      Where audit reports on the historical financial information have been
                      refused by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                  7                                               EN
 ---pagebreak---                                              ANNEX VIII
   Annex 16 is amended as follows:
   (1)      item 4.1 is replaced by the following:
   ‘Item 4.1         (a)      a description of the type, class and amount of the Category B
                              securities being offered to the public and/or
                              admitted to trading;
                     (b)      the international security identification number Category C
                              (‘ISIN’) of the securities being offered to the
                              public and/or admitted to trading.’;
   (2)      the following item 7.3.a is inserted:
   ‘Item 7.3.a       Where the summary is substituted in part with the Category C
                     information set out in points (c) to (i) of paragraph 3 of
   (Retail only)
                     Article 8 of Regulation (EU) No 1286/2014, all such
                     information must be disclosed to the extent it is not already
                     disclosed elsewhere in the securities note.’.
EN                                                 8                                        EN
 ---pagebreak---                                               ANNEX IX
   Section 5 of Annex 24 is amended as follows:
   (1)      item 5.3.1 is replaced by the following:
   ‘Item 5.3.1        The historical annual financial information must be independently
                      audited. The audit report shall be prepared in accordance with Directive
                      2006/43/EC and Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the historical financial information must be audited or reported on as
                      to whether or not, for the purposes of the registration document, it gives a
                      true and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard.’;
   (2)      the following item 5.3.1a is inserted:
   ‘Item 5.3.1a       Where audit reports on the historical financial information have been
                      refused by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’;
EN                                                 9                                                EN
 ---pagebreak---                                                ANNEX X
   Section 5 of Annex 25 is amended as follows:
   (1)      item 5.3.1 is replaced by the following:
   ‘Item 5.3.1        The historical annual financial information must be independently
                      audited. The audit report shall be prepared in accordance with Directive
                      2006/43/EC and Regulation (EU) No 537/2014.
                      Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not
                      apply, the historical financial information must be audited or reported on as
                      to whether or not, for the purposes of the registration document, it gives a
                      true and fair view in accordance with auditing standards applicable in a
                      Member State or an equivalent standard.’;
   (2)      the following item 5.3.1a is inserted:
   ‘Item 5.3.1a       Where audit reports on the historical financial information have been
                      refused by the statutory auditors or where they contain qualifications,
                      modifications of opinion, disclaimers or an emphasis of matter, the reason
                      must be given, and such qualifications, modifications, disclaimers or
                      emphasis of matter must be reproduced in full.’.
EN                                                 10                                               EN
 ---pagebreak---                                                   ANNEX XI
   Annex 26 is amended as follows:
   (1)         Section 2 is replaced by the following:
   ‘SECTION 2               WORKING CAPITAL STATEMENT AND STATEMENT OF
                            CAPITALISATION AND INDEBTEDNESS
                            The disclosure under this section provides information on the issuer’s
                            working capital requirements and its capitalisation and indebtedness.
   Item 2.1                 Working capital statement
                            Statement by the issuer that, in its opinion, the working capital is
                            sufficient for the issuer’s present requirements or, if not, how it proposes
                            to provide the additional working capital needed.
   Item 2.2                 Capitalisation and indebtedness
   Issuers with market      A statement of capitalisation and indebtedness (distinguishing between
   capitalisation above     guaranteed and unguaranteed, secured and unsecured indebtedness) as of
   EUR 200 000 000
   only
                            a date no earlier than 90 days prior to the date of the document. The term
                            ‘indebtedness’ also includes indirect and contingent indebtedness.
                            In the case of material changes in the capitalisation and indebtedness
                            position of the issuer within the 90 day period, additional information
                            shall be given through the presentation of a narrative description of such
                            changes or through the updating of those figures.’;
   (2)         the following item 4.2 is inserted:
   ‘Item 4.2            In the case of issuance of shares with warrants, the information referred to in
                        Article 20(2).’;
   (3)         the following sections 6 and 7 are added:
   ‘SECTION 6           UNDERLYING SHARE INFORMATION (WHERE APPLICABLE)
   Item 6.1             Where applicable, the information referred to in Annex 18.
   ‘SECTION 7           CONSENT INFORMATION (WHERE APPLICABLE)
   Item 7.1             Where the issuer or the person responsible for drawing up a prospectus
                        consents to its use as referred to in the second subparagraph of Article 5(1)
                        of Regulation (EU) 2017/1129, the following additional information:
                        (a)       the information referred to in sections 1 and 2A of Annex 22 to this
                                  Regulation where the consent is provided to one or more specified
                                  financial intermediaries;
                        (b)       the information referred to in sections 1 and 2B of Annex 22 to this
                                  Regulation where the consent is given to all financial
                                  intermediaries.’.
EN                                                      11                                               EN
 ---pagebreak---                                              ANNEX XII
   Annex 27 is amended as follows:
   (1)      section 3 is amended as follows:
            (a)   item 3.1.17 is deleted;
            (b)   the following item 3.2 is inserted:
   ‘Item 3.2         Information on derivative securities
                     In the case of issuance of derivative securities, the
                     following information:
                     (a)     for derivative securities referred to in
                             Article 20(1), the information referred to in that
                             paragraph;
                     (b)     for derivative securities referred to in
                             Article 20(2), the information referred to in that
                             paragraph;
                     (c)     for derivative securities referred to in
                             Article 20(3), the information referred to in that
                             paragraph.’;
   (2)      the following sections 6 and 7 are added:
   ‘SECTION 6        UNDERLYING SHARE INFORMATION (WHERE APPLICABLE)
   Item 6.1          (a)     Where applicable, the information referred to in items 2.1 and 2.2
                             of Annex 26 in respect of the issuer of the underlying share.
                     (b)     Where applicable, the information referred to in Annex 18.
   SECTION 7         CONSENT INFORMATION (WHERE APPLICABLE)
   Item 7.1          Where the issuer or the person responsible for drawing up a prospectus
                     consents to its use as referred to in the second subparagraph of Article 5(1)
                     of Regulation (EU) 2017/1129, the following additional information:
                     (a)     the information referred to in sections 1 and 2A of Annex 22 to this
                             Regulation where the consent is provided to one or more specified
                             financial intermediaries;
                     (b)     the information referred to in sections 1 and 2B of Annex 22 to this
                             Regulation where the consent is given to all financial
                             intermediaries.’.
EN                                                 12                                              EN