Prospectus for the Public Offering of Securities in Europe The Prospectus Directive of 4 November 2003 and the Prospectus Regulation of 29 April 2004 permits a single European passport for a prospectus that has been approved by the competent authority of a Member State to be used for the public offering of securities in other Member States without the need to obtain approval in each State. The Prospectus Directive sets forth the general rules and requirements for the preparation, approval and distribution of prospectuses and defines the content, format and publication of the prospectus, while the Prospectus Regulation defines the minimum information that must be included in the prospectus and its related documents.
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Contents Contributors vii Preface ix dirk van gerven, NautaDutilh Part II Application in the EU Member States 1 Austria 3 florian khol and viktoria ebner Binder Grösswang Rechtsanwälte OG 2 Bulgaria 19 raina dimitrova and angel angelov Borislav Boyanov & Co.
Contributors austria Gaudiana Giusti Florian Khol Gianni, Origoni, Grippo & Partners Viktoria Ebner malta Binder Grösswang Rechtsanwälte OG Louis de Gabriele bulgaria Camilleri Preziosi Advocates Raina Dimitrova romania Angel Angelov Iuliana Craiciu Borislav Boyanov & Co.
Preface This is the second volume of the book on the Prospectus Directive. The first volume, containing a general report on the Prospectus Directive and national reports from those Member States which had already adapted their legislation, was published by Cambridge University Press in 2008. The purpose of this book is to provide a comprehensive analysis of the European legal framework and the legislation implementing the Prospective Directive in all Member States of the European Union (EU) and the European Economic Area (EEA). Indeed, the Prospectus Directive has been made applicable by Treaty to the EEA, and public offerings of securities in the EEA can, thus, also benefit from the European passport.
1 Austria Florian Khol and Viktoria Ebner Binder Grösswang Rechtsanwälte OG I Introduction 3 II Competent authority 4 III Procedure of prior approval and appeal 6 1 Offer of securities to the public 6 A Procedure 6 B Exemptions 7 C Appeal 8 2 Admission to trading on a regulated market 9 IV Content and format, language and supplements of the prospectus 9 1 Content 9 2 Summary 9 3 Format 10 4 Supplements 10 5 Language 11 V Publication and advertisements 11 1 Method of publication 11 2 Advertisements 13 VI Use of prospectus approved in other (non-EU and non-EEA) countries 13 VII Sanctions 13 VIII Prospectus liability 14 IX Rules applicable to transactions and securities not subject to the Prospectus Directive and Regulation 15 X Conclusion 16 I Introduction 1.1 In Austria, the Prospectus Directive was implemented by a comprehensive amend- ment1 of the ‘Capital Market Act’2 (the ‘CMA’). The CMA applies to all public offers3 of securities or investments within Austria and governs the necessity, con- tent and publication requirements of a prospectus in the event of a public offer of securities or investments, as well as the content and publication requirements of 3.