On 24 May 2018, the European Commission published a draft of a Delegated Regulation amending Commission Delegated Regulation 2017/565 as regards certain registration conditions to promote the use of SME Growth Markets for the purposes of MiFID II. The Commission invites feedback on the draft Delegated Regulation by 21 June 2018.
On the same date the Commission published a draft Regulation amending the Market Abuse Regulation (MAR) and the new Prospectus Regulation in relation to the use of SME Growth Markets.
The draft Regulation makes:
• certain technical amendments to Article 11 of the MAR that clarify that communication of information to potential qualified investors with whom all the terms of a privately placed bond transaction (including contractual terms) are negotiated will not be subject to the market sounding regime. This exemption will be available when: (i) the issuer seeking a private placement of bonds already has its equity or non-equity financial instruments admitted to trading on an SME Growth Market; and (ii) if an alternative wall-crossing procedure is in place, by which any potential qualified investor acknowledges the regulatory duties stemming from the access to inside information. This alternative wall-crossing procedure could take the form of a non-disclosure agreement;
• amendments to Article 13 of the MAR whereby SME Growth Market issuers will have the possibility to enter into a ‘liquidity provision contract’ with a financial intermediary that will be entrusted with the task of enhancing the liquidity of the issuer’s shares;
• certain amendments to Article 17 of the MAR in order to reduce the obligations imposed on SME Growth Market issuers when they decide to delay the publication of inside information;
• certain amendments to Article 18 of the MAR as regards insider lists for SME Growth Markets;
• certain amendments to Article 19 of the MAR concerning managers’ transactions by SME Growth Market issuers; and
• certain amendments to Article 14 of the new Prospectus Regulation creating an alleviated ‘transfer prospectus’ for companies listed for at least three years on an SME Growth Market and wishing to move to a regulated market.
The Commission invites feedback on the draft Regulation by 20 July 2018.