ESMA_QA_842
28/01/2021
Subject Matter
The exemptions from the obligation to publish a prospectus in Article 1(5) Prospectus Regulation (EU) 2017/1129 as stand-alone exemptions
    An issuer issues new shares as a result of a merger. The new shares that the issuer wishes to admit to trading in a regulated market represent less than 20% of its total number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months. Does the issuer need to make available the document referred to in Article 1(5)(f) in order to avoid the obligation to publish a prospectus?
    ESMA Answer
    28-01-2021

      (Published as Prospectuses Q&A 15.3)

      No.  The exemption in point (a) of the first subparagraph of Article 1(5) of the Prospectus Regulation (EU) 2017/1129 applies. All the exemptions in Article 1(5) Prospectus Regulation (EU) 2017/1129 are stand-alone and therefore if one of them applies there is no requirement to publish a prospectus.

      Status: Answer Published

      Additional Information

      Level 1 Regulation
      Prospectus Regulation 2017/1129
      Topic
      Publication of prospectus