Member States' ambassadors to the EU (Coreper) are expected to reach political agreement on Wednesday 27 February on new rules to facilitate the listing of small and medium-sized enterprises (SMEs) and their access to “SME growth markets”, a new category of trading platform specialised in small issuers (see EUROPE 12026).
Overall, the compromise text contains few changes compared to the Commission's proposal. It also includes the criteria laid down to authorise an issuer whose financial instruments are admitted to trading on an SME growth market to enter into a liquidity contract for its shares.
As regards the proposal to adapt current obligations to keep registers of persons who have access to price-sensitive information, the Council considers that the existing alleviation should be replaced by “fewer mandatory disclosures” and the possibility for issuers in the SME growth market to use the format of their choice for establishing and updating their lists of insiders.
Instead of using the format developed by the Commission, the Council proposes to allow issuers to choose between the format developed by the European Securities and Markets Authority (ESMA) or another format of their choice, provided that it includes several mandatory disclosures.
The compromise text also adds additional criteria for the “alleviated” prospectus proposed by the Commission for SMEs already listed on a growth market for at least three years, in the event of transfer to a regulated market.
According to the text, SMEs must also have fully complied with reporting and disclosure obligations over the full period of being admitted to trading, and seek admission of existing or new shares of the same class to trading on a regulated market.
It should be noted that the text also calls for an amendment to the Prospectus Regulation to allow companies that are seeking an initial public offering and have a market capitalisation of less than €200 million to draw up a “European growth prospectus”.
The amendments will apply eight months after the entry into force of the Regulation - compared to the six months proposed by the Commission - in order to allow sufficient time for incumbent SME growth market operators to adapt, the text states.
See the compromise text: https://bit.ly/2GKLsCg. (Original version in French by Marion Fontana)