4.

The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public: an offer of securities addressed solely to qualified investors; an offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors; an offer of securities whose denomination per unit amounts to at least EUR 100000; an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100000 per investor, for each separate offer; shares issued in substitution for shares of the same class already issued, if the issuing of such new shares does not involve any increase in the issued capital; securities offered in connection with a takeover by means of an exchange offer, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer; securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is made available to the public in accordance with the arrangements set out in Article 21(2), containing information describing the transaction and its impact on the issuer; dividends paid out to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer; securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment; non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 75000000 per credit institution calculated over a period of 12 months, provided that those securities: are not subordinated, convertible or exchangeable; and do not give a right to subscribe for or acquire other types of securities and are not linked to a derivative instrument.

Regulation (EU) 2024/2809 of the European Parliament and of the… (EU) — sign in to see which provisions, and what they say.

← art_1__para_3__text_1 · All articles · art_1__para_4__text_1 →

Source: EUR-Lex (Cellar) · retrieved 2026-09-25 · Text as adopted (Official Journal); later amendments are not incorporated in this text.