Recital 8

(8) In order to reduce market fragmentation while also having regard to the different sizes of national capital markets within the Union, the existing system that allows Member States to set various exemption thresholds between EUR 1 000 000 and EUR 8 000 000 should be replaced by a dual-threshold system. A threshold with a total aggregated consideration in the Union of EUR 12 000 000 per issuer or offeror, calculated over a period of 12 months, should be the principal threshold, while Member States should be able to decide to apply a threshold of EUR 5 000 000. Below the threshold of either EUR 12 000 000 or EUR 5 000 000, offers of securities to the public should be exempted from the obligation to publish a prospectus, provided that those offers do not require passporting. In the case of such an exemption, however, Member States should be allowed but not be obliged to require the issuer to publish either a document containing the information referred to in Article 7 of Regulation (EU) 2017/1129, or, a document containing the information requirements at national level, provided that the extent and level of such information is equivalent or lower than the information set out in Article 7 of Regulation (EU) 2017/1129. Nothing in this Regulation should prevent those Member States from introducing rules at national level which allow the operators of multilateral trading facilities (MTFs) to determine the content of the admission document which an issuer is required to produce upon initial admission to trading of its securities or the modalities of its review.

← Recital 7 · All articles · Recital 9 →

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