ESMA_QA_2522
Topic
Initial Public Offer/IPO
07/04/2025
Subject Matter
New exemptions for fungible securities in Prospectus Regulation.
Question
In relation to the statement of continuous compliance with reporting and disclosure obligations as referred to in Annex IX, point IV, of Regulation (EU) 2017/1129, when is an issuer considered to have ‘continuous compliance’ and to which time period should the statement pertain (i.e. does the statement need to cover the entire period that the issuer’s securities have been admitted to trading)?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2521
Topic
Initial Public Offer/IPO
07/04/2025
Subject Matter
New exemptions for fungible securities in Prospectus Regulation.
Question
To qualify for the exemption set out in Article 1(5), point (ba), of Regulation (EU) 2017/1129, one condition is that the securities to be admitted to trading on a regulated market must not be issued in connection with a takeover by means of an exchange offer, a merger, or a division. Does that exemption refer to a takeover by means of an exchange offer that falls within the scope of Directive 2004/25/EC?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2520
Topic
Public offer
07/04/2025
Subject Matter
New exemptions for fungible securities in Prospectus Regulation.
Question
When applying the exemptions in Article 1(4)(da) and (db) as well as Article 1(5)(ba), when is an issuer considered to be subject to a restructuring or to insolvency proceedings?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2519
Topic
EU-CCPs
04/04/2025
Subject Matter
Active Account Requirement
Question
Could non-EU entities, which are subject to the clearing obligation, be subject to the active account requirement?
Level 1 Regulation
Regulation 648/2012 - OTC derivatives, central counterparties and trade repositories (EMIR) - CCPs
ESMA_QA_2518
Topic
EU-CCPs
04/04/2025
Subject Matter
Active Account Requirement
Question
How should the calculation mentioned in the second sentence of Article 7a(4), fifth subparagraph, of EMIR, be done, in order for counterparties to establish whether they can benefit from the derogation regarding the number of trades in each of the most relevant categories to fulfil the representativeness obligation?
Level 1 Regulation
Regulation 648/2012 - OTC derivatives, central counterparties and trade repositories (EMIR) - CCPs