On 8 February 2019, ESMA published thresholds below which an offer of securities to the public does not need a prospectus in the various Member States of the European Union (EU). ESMA's document contains information provided by national competent authorities setting out:
- A short description of the national thresholds below which no prospectus is required;
- A summary of any national rules which apply to offers below that threshold; and
- Hyperlinks to the relevant national legislation and rules.
It should be reminded that Article 1(3) of the Regulation (EU) 2017/1129 (Regulation) establishes that the Regulation does not apply to an offer of securities to the public with a total consideration in the Union of less than 1 million EUR calculated over a period of 12 months. This implies that the obligation to publish a prospectus does not apply to offers below this threshold. According to Article 3(2) of the Prospectus Regulation, Member States may decide to exempt offers of securities to the public from the obligation to publish a prospectus provided that 1) such offers are not subject to notification in accordance with Article 25 of the Prospectus Regulation, and 2) the total consideration of each such offer in the Union is less than a monetary amount calculated over a period of 12 months which shall not exceed 8 million EUR.
From a Luxembourg perspective the thresholds below which an offer of securities to the public does not need a prospectus is 5 million EUR. For offers between 1.5 and 5 million EUR, the issuer must publish a simplified prospectus in accordance with the Law of 10 July 2005 on prospectuses for securities.
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