in force 2026-06-05 MODIFIED+2,008 −294§
Amended by Regulation (EU) 2024/2809 32024R2809
applies from: unchanged
Paragraph 1 now also refers to a new paragraph 2a in addition to Article 1(4) and paragraph 2 when stating the prior-publication requirement.
Paragraph 2 no longer describes the exemption as a Member State option but states that qualifying offers shall be exempted, and the monetary threshold in point (b) changes from a Member-State-set amount not exceeding EUR 8000000 to a fixed EUR 12000000 per issuer or offeror, with the notification obligation moved out of paragraph 2 into new paragraphs 2b, and new paragraphs 2a, 2c and 2d added covering a lower EUR 5000000 derogation threshold, aggregation rules for calculating total consideration, and an optional national disclosure document.
Cited: Art. 3, v2 · Art. 3, v1
text before / after
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before (02017R1129-20260305)
Article 3 Obligation to publish a prospectus and exemption 1. Without prejudice to Article 1(4), securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation. 2. Without prejudice to Article 4, a Member State may decide to exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that: (a) such offers are not subject to notification in accordance with Article 25; and (b) 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 EUR 8000000. Member States shall notify the Commission and ESMA whether and how they decide to apply the exemption pursuant to the first subparagraph, including the monetary amount below which the exemption for offers in that Member State applies. They shall also notify the Commission and ESMA of any subsequent changes to that monetary amount. 3. Without prejudice to Article 1(5), securities shall only be admitted to trading on a regulated market situated or operating within the Union after prior publication of a prospectus in accordance with this Regulation.
after (02017R1129-20260605)
Article 3 Obligation to publish a prospectus and exemption 1. Without prejudice to Article 1(4) and to paragraphs 2 and 2a of this Article, securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation. 2. Without prejudice to Article 4, offers of securities to the public shall be exempted from the obligation to publish a prospectus set out in paragraph 1 provided that: (a) such offers are not subject to notification in accordance with Article 25; (b) the total aggregated consideration in the Union for the securities offered is less than EUR 12000000 per issuer or offeror calculated over a period of 12 months. 2a. By way of derogation from paragraph 2, point (b), Member States may exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that the total aggregated consideration in the Union for the securities offered is less than EUR 5000000 per issuer or offeror calculated over a period of 12 months. 2b. Member States shall notify the Commission and ESMA where they decide to adopt the exemption threshold of EUR 5000000 laid down in paragraph 2a. Member States shall also notify the Commission and ESMA where they subsequently decide to adopt instead the exemption threshold of EUR 12000000 referred to in paragraph 2, point (b). 2c. The total aggregated consideration for the securities offered to the public, as referred to in paragraph 2, point (b), and in paragraph 2a, shall take into account the total aggregated consideration of all ongoing offers of securities to the public and offers of securities to the public made within the 12 months preceding the start date of a new offer of securities to the public, except for those offers of securities to the public for which a prospectus was published or that were subject to any exemption from the obligation to publish a prospectus pursuant to Article 1(4), first subparagraph. Moreover, the total aggregated consideration of the securities offered to the public shall include all types and classes of securities offered. 2d. Where an offer of securities to the public is exempted from the obligation to publish a prospectus pursuant to paragraph 2, point (b), or paragraph 2a, a Member State may require the issuer to file and make available to the public in accordance with the arrangements set out in Article 21(2) a document containing the information set out in Article 7(3) to (10) and (12), or a document containing the information requirements at national level, provided that the extent and level of such information is equivalent to or lower than the information set out in Article 7(4) to (10) and (12). 3. Without prejudice to Article 1(5), securities shall only be admitted to trading on a regulated market situated or operating within the Union after prior publication of a prospectus in accordance with this Regulation.