advertisement — a communication with both of the following characteristics: (i) relating to a specific offer of securities to the public or to an admission to trading on a regulated market; (ii) aiming to specifically promote the potential subscription or acquisition of securities Article 2 — Definitions

approval — the positive act at the outcome of the scrutiny by the home Member State’s competent authority of the completeness, the consistency and the comprehensibility of the information given in the prospectus Article 2 — Definitions

base prospectus — a prospectus that complies with Article 8, and, at the choice of the issuer, the final terms of the offer Article 2 — Definitions

collective investment undertaking other than the closed-end type — unit trusts and investment companies with both of the following characteristics: (i) they raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors; (ii) their units are, at the holder’s request, repurchased or redeemed, directly or indirectly, out of their assets Article 2 — Definitions

competent authority — the authority designated by each Member State in accordance with Article 31, unless otherwise specified in this Regulation Article 2 — Definitions

credit institution — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

durable medium — any instrument which: (i) enables a customer to store information addressed personally to that customer in a way accessible for future reference and for a period adequate for the purposes of the information; and (ii) allows the unchanged reproduction of the information stored Article 2 — Definitions

equity securities — shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer Article 2 — Definitions

home Member State — (i) for all issuers of securities established in the Union which are not mentioned in point (ii), the Member State where the issuer has its registered office; (ii) for any issues of non-equity securities whose denomination per unit amounts to at least EUR 1 000, and for any issues of non-equity securities giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of their being converted or the rights conferred by them being exercised, provided that the issuer of the non-equity securities is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer, the Member State where the issuer has its registered office, or where the securities were or are to be admitted to trading on a regulated market or where the securities are offered to the public, at the choice of the issuer, the offeror or the person asking for admission to trading on a regulated market. The same shall apply to non-equity securities in a currency other than euro, provided that the value of such minimum denomination is nearly equivalent to EUR 1 000; (iii) for all issuers of securities established in a third country which are not… Article 2 — Definitions

host Member State — the Member State where an offer of securities to the public is made or admission to trading on a regulated market is sought, when different from the home Member State Article 2 — Definitions

issuer — a legal entity which issues or proposes to issue securities Article 2 — Definitions

MTF — a multilateral trading facility as defined in point (22) of Article 4(1) of Directive 2014/65/EU; (v) ‘organised trading facility’ or Article 2 — Definitions

multilateral trading facility — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

non-equity securities — all securities that are not equity securities Article 2 — Definitions

offer of securities to the public — a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries Article 2 — Definitions

offer period — the period during which potential investors may purchase or subscribe for the securities concerned Article 2 — Definitions

offeror — a legal entity or individual which offers securities to the public Article 2 — Definitions

organised trading facility — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

OTF — an organised trading facility as defined in point (23) of Article 4(1) of Directive 2014/65/EU Article 2 — Definitions

qualified investors — persons or entities that are listed in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/EU unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex. For the purposes of applying the first sentence of this point, investment firms and credit institutions shall, upon request from the issuer, communicate the classification of their clients to the issuer subject to compliance with the relevant laws on data protection; (f) ‘small and medium-sized enterprises’ or Article 2 — Definitions

regulated information — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

regulated market — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

securities — transferable securities as defined in point (44) of Article 4(1) of Directive 2014/65/EU with the exception of money market instruments as defined in point (17) of Article 4(1) of Directive 2014/65/EU, having a maturity of less than 12 months Article 2 — Definitions

SME growth market — borrowed from another act; this instrument states no meaning of its own Article 2 — Definitions

SMEs — any of the following: (i) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding EUR 43 000 000 and an annual net turnover not exceeding EUR 50 000 000; (ii) small and medium-sized enterprises as defined in point (13) of Article 4(1) of Directive 2014/65/EU. (g) Article 2 — Definitions

third country issuer — an issuer established in a third country Article 2 — Definitions

units of a collective investment undertaking — securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets Article 2 — Definitions

working days — working days of the relevant competent authority excluding Saturdays, Sundays and public holidays, as defined in the national law applicable to that competent authority; (u) ‘multilateral trading facility’ or Article 2 — Definitions