When applying the exclusions referred to in paragraphs 16-18 of the guidelines, can fund managers consider the underlying project for use of proceeds instruments or should the manager always consider the whole issuer?

When applying the exclusions referred to in paragraphs 16-18 of the guidelines, can fund managers consider the underlying project for use of proceeds instruments or should the manager always consider the whole issuer?

How should an offeror undertaking a secondary issuance of existing shares and using the exemptions for fungible securities set out in Article (1), paragraph 4, points (da) and (db) of the Prospectus Regulation (amended by the Listing Act) provide the information required by Annex IX of the Listing Act, in those cases in which the issuer is not involved in the offer or the offeror is not involved in the ongoing management of the issuer?

Please provide guidance on how the issuer’s declaration and risks statements set out in Annex IX shall be managed by the offeror. In particular the requirements include:

Statement of continuous compliance with reporting and disclosure obligations throughout the period of being admitted to trading, including under Directive 2004/109/EC, where applicable, Regulation (EU) No 596/2014 and, where applicable, Commission Delegated Regulation (EU) 2017/565.

Statement that at the time of the offer the issuer is not delaying the disclosure of inside information pursuant to Regulation (EU) No 596/2014.

Risks factors specific to the issuer

Are the exemptions from the obligation to produce a prospectus for offers of fungible securities that are set out in Article (1), paragraph 4, points (da) and (db) of the Prospectus Regulation (as amended by the Listing Act) also applicable to secondary issuances of existing shares, provided that all other requirements are met?

NB: Secondary issuances of existing shares are those initiated by an offeror (and not an issuer), as described in Article 14, 1st paragraph, point c) and Article 15, 1st paragraph, point d) of the Prospectus Regulation (prior to its amendment by the Listing Act). A concrete example are the offers of existing NBG shares realised in 2023 and 2024 under the simplified prospectus regime for secondary issuance. Such offers do not involve any increase in share capital.

Can Member States introduce limitations on the life and/or the life-cycles of ELTIFs under Regulation (EU) 2015/760, as revised, by imposing for instance a mandatory cap on the maximum life of ELTIFs?