Recital 56

Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (Text with EEA relevance) · European Union

(56) Article 29 of Regulation (EU) 2017/1129 currently requires that a prospectus drawn up and approved in accordance with, and subject to, the national laws of a third country (‘third country prospectus’), is approved by the competent authority of the home Member State of the issuer of the securities concerned, irrespective of whether that third country prospectus has already been approved by the relevant third country authority. That Article also requires the Commission to adopt a decision stating that the information requirements imposed by the national law of such a third country are equivalent to the requirements under Regulation (EU) 2017/1129. To facilitate the access of third-country issuers, including SMEs, to public markets in the Union and provide investors in the Union with additional investment opportunities, while ensuring their protection, it is necessary to amend the provisions on the equivalence regime. It should be clarified that, in the case of an admission to trading on a regulated market, or of an offer of securities to the public in the Union, equivalent third country prospectuses that have already been approved by the third country supervisory authority, are only to be filed with the competent authority of the home Member State. Furthermore, the general equivalence criteria, which are currently to be based on the requirements laid down in Articles 6, 7, 8 and 13 of Regulation (EU) 2017/1129, should be expanded to encompass provisions on liability, validity of the prospectus, risk factors, scrutiny, approval and publication of the prospectus and supplements. To ensure the protection of investors in the Union, it is also necessary to specify that the third-country prospectus is to entail all the rights and obligations provided for under Regulation (EU) 2017/1129. Third-country issuers are also allowed to use the procedure under Article 28 of Regulation (EU) 2017/1129 for any type of offers of securities to the public or admissions to trading on a regulated market, by drawing up a prospectus in accordance with that Regulation.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-17 · Text as adopted (Official Journal); later amendments are not incorporated in this text.