FINANCIAL COMMUNICATION: FRAMEWORK AND PRACTICES - 2019 EDITION

115 161 – ESMA guidelines on risk factors under the Prospectus Regulation, no. 31-62-1217, March 29, 2019. 162 – See page 101, “Issuance of shares or securities granting access to the share capital without publication of a prospectus”. 163 – Article 211-2 of the AMF General Regulations. 164 – New chapter II(b) of Book II of the AMF General Regulations. These guidelines were published on March 29, 2019 161 . Regulation (EU) no. 2017/1129 also provides that issuers whose securities have been admitted to trading on a regulated market for at least the last 18 months will benefit as of July 21, 2019 from a simplified disclosure regime (focusing on relevant information) for any secondary issuances of securities fungible with existing securities or non-equity securities. It should be noted that Regulation (EU) no. 2017/1129 of June 14, 2017, repealing the Prospectus Directive (EU) no. 2003/71/CE, also establishes a universal registration document (URD), with effect from July 21, 2019, drawing on the French registration document ( document de référence ) concept. It will provide the market with comprehensive annual information and enable businesses to benefit from a faster approval process (five days) if they include the document in a prospectus. The document, which may be drafted by issuers whose securities are admitted to trading on a regulated market or a multilateral trading facility, must describe the issuer’s organisation, business, financial position, earnings and prospects, and governance and shareholding structure (see Section 1 – Periodic Publications, Registration Document/ URD). This Regulation, most of the provisions of which will only apply from July 2019, also provides for the establishment of a simplified prospectus, or “EU Growth prospectus”, drawn up on the basis of condensed versions for registration documents and securities notes, in the form of responses to a standardised questionnaire for SMEs listed on unregulated markets (including new “SME growth markets”) and for small offerings of non-listed companies. Moreover, in June 2018, the European Commission published two proposals for regulations amending the Market Abuse and Prospectus regulations with regard to promoting the use of SME growth markets; these proposals aim to increase the number of listings on SME growth markets and to enable issuers listed on these markets to attract new investors. However, certain provisions of Regulation (EU) 2017/1129 concerning the exemption from the obligation to draw up a prospectus have applied since 20 July 2017 162 . Furthermore, provisions on national thresholds below which a public offering does not require a prospectus to be drawn up will come into force on July 21, 2018: n increasing the threshold to € 8 million (compared with € 100,000 previously) over a 12-month period 163 , beyond which it is necessary to establish a prospectus when securities are offered to the public; n creating, for “direct” offers of unlisted securities not subject to the prospectus, an ad-hoc prospectus based on a simplified disclosure document 164 . An AMF Instruction sets forth the procedures (i) for presenting this information in the form of a condensed disclosure document ( document d’information synthétique – DIS), of which a template is provided in Annex 2 of the Instruction; (ii) for submitting the document to investors and making it available on the issuer’s website, if any, and