The Prospectus Regulation does not apply to an offer of securities to the public with a total consideration in the EU of less than 1 million EUR calculated over a period of 12 months. Article 3(2) of the Prospectus Regulation also provides that Member States may decide to exempt offers of securities to the public from the obligation to publish a prospectus provided that:
- such offers are not subject to notification in accordance with Article 25 of the Prospectus Regulation; and
- the total consideration of each such offer in the EU is less than a monetary amount calculated over a period of 12 months which shall not exceed 8 million EUR.
Member States are required to notify the European Commission and the European Securities and Markets Authority (ESMA) of whether and how they decide to apply the exemption in Article 3(2), including the monetary amount below which the exemption for offers in that Member State applies.
On 8 February 2019, ESMA published a document containing a table setting out how Member States have applied the threshold under Article 3(2).