On 3 February 2023, the European Securities and Markets Authority (ESMA) updated its Questions and Answers (Q&As) on the Prospectus Regulation.

The Q&As have been updated to include the following Q&A:

Question: Article 1(4)(d) of the prospectus regulation states: “The obligation to publish a prospectus set out in Article 3(1) shall not apply to any of the following types of offers of securities to the public: …(d) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer;” May the purchase of securities by a joint account be considered as “one investor”? Let us assume that, in the context of an offer, a purchase for EUR 100,000 is executed for a joint account held by husband and wife. In such case, is the above mentioned condition of “at least EUR 100 000 per investor” still complied with?

Answer: Yes, as Article 1(4)(d) contains no condition regarding the mode of payment.