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Regulation 2017/1129/EU - Prospectus Regulation (PD III/PD3)RecitalsChapter I General provisions (arts. 1-5)Article 1 Subject matter, scope and exemptionsArticle 2 DefinitionsArticle 3 Obligation to publish a prospectus and exemptionArticle 4 Voluntary prospectusArticle 5 Subsequent resale of securitiesChapter II Drawing up of the prospectus (arts. 6-12)Article 6 The prospectusArticle 7 The prospectus summaryArticle 8 The base prospectusArticle 9 The universal registration documentArticle 10 Prospectuses consisting of separate documentsArticle 11 Responsibility attaching to the prospectusArticle 12 Validity of a prospectus, registration document and universal registration documentChapter III The content and format of the prospectus (arts. 13-19)Article 13 Minimum information and formatArticle 14 Simplified disclosure regime for secondary issuancesArticle 14a EU Recovery prospectusArticle 15 EU Growth prospectusArticle 15a EU Growth issuance prospectusArticle 16 Risk factorsArticle 17 Final offer price and amount of securitiesArticle 18 Omission of informationArticle 19 Incorporation by referenceChapter IV Arrangements for approval and publication of the prospectus (arts. 20-23)Article 20 Scrutiny and approval of the prospectusArticle 21 Publication of the prospectusArticle 21a Accessibility of information on the European single access pointArticle 22 AdvertisementsArticle 23 Supplements to the prospectusChapter V Cross-border offers and admissions to trading on a regulated market and use of languages (arts. 24-27)Article 24 Union scope of approvals of prospectusesArticle 25 Notification of prospectuses and supplements and communication of final termsArticle 26 Notification of registration documents or universal registration documentsArticle 27 Use of languageChapter VI Specific rules in relation to issuers established in third countries (arts. 28-30)Article 28 Offer of securities to the public or admission to trading on a regulated market made under a prospectus drawn up in accordance with this RegulationArticle 29 EquivalenceArticle 30 Cooperation with third countriesChapter VII ESMA and competent authorities (arts. 31-37)Article 31 Competent authoritiesArticle 32 Powers of competent authoritiesArticle 33 Cooperation between competent authoritiesArticle 34 Cooperation with ESMAArticle 35 Professional secrecyArticle 36 Data protectionArticle 37 Precautionary measuresChapter VIII Administrative sanctions and other administrative measures (arts. 38-43)Article 38 Administrative sanctions and other administrative measuresArticle 39 Exercise of supervisory powers and powers to impose sanctionsArticle 40 Right of appealArticle 41 Reporting of infringementsArticle 42 Publication of decisionsArticle 43 Reporting sanctions to ESMAChapter IX Delegated and implementing Acts (arts. 44-45)Article 44 Exercise of the delegationArticle 45 Committee procedureChapter X Final provisions (arts. 46-50)Article 46 RepealArticle 47 ESMA report on prospectusesArticle 47a Time limitation of the EU Recovery prospectus regimeArticle 48 ReviewArticle 48a Transitional provisionsArticle 49 Entry into force and applicationAnnex I The prospectusAnnex II Registration documentAnnex III Securities NoteAnnex IV Information to be included in the EU follow-on prospectus for shares and other transferable securities equivalent to shares in companiesAnnex V Information to be included in the EU follow-on prospectus for securities other than shares or transferable securities equivalent to shares in companiesAnnex Va Minimum information to be included in the EU Recovery ProspectusAnnex VIAnnex VII Information to be included in the EU growth issuance prospectus for shares and other transferable securities equivalent to shares in companiesAnnex VIII Information to be included in the EU growth issuance prospectus for securities other than shares or transferable securities equivalent to shares in companiesAnnex IX Information to be included in the document referred to in article 1(4), first subparagraph, points (DA) and (DB), and in article 1(5), first subparagraph, point (BA)Done at
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Version status: Applicable | Document consolidation status: Updated to reflect all known changes
Version date: 21 July 2019 - 4 June 2026
Version 4 of 5

Article 3 Obligation to publish a prospectus and exemption

1. Without prejudice to Article 1(4), securities shall only be offered to the public in the Union after prior publication of a prospectus in accordance with this Regulation.

2. Without prejudice to Article 4, a Member State may decide to exempt offers of securities to the public from the obligation to publish a prospectus set out in paragraph 1 provided that:

(a) such offers are not subject to notification in accordance with Article 25; and

(b) the total consideration of each such offer in the Union is less than a monetary amount calculated over a period of 12 months which shall not exceed EUR 8 000 000.

Member States shall notify the Commission and ESMA whether and how they decide to apply the exemption pursuant to the first subparagraph, including the monetary amount below which the exemption for offers in that Member State applies. They shall also notify the Commission and ESMA of any subsequent changes to that monetary amount.

3. Without prejudice to Article 1(5), securities shall only be admitted to trading on a regulated market situated or operating within the Union after prior publication of a prospectus in accordance with this Regulation.

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