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Welcome to EQUITY ISSUES, a short note on a relevant issue in the private equity and venture capital industry.

If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers.


Claire Cummings

020 7585 1406


Market Abuse Regulation and Prospectus Regulation:
Commission proposals for SME growth market reform

On 24 May 2018, the European Commission published a proposed regulation to amend both the Market Abuse Regulation and the new Prospectus Regulation in relation to the promotion of the use of SME growth markets. The initiative forms part of the Commission's 2015 Capital Markets Union action plan and stems from the objective of broadening SME access to sources of financing other than from banks.

The Commission's proposals include:

  • Removing the obligation for an SME growth market issuer to document the reasons for delaying disclosure of inside information under Article 17 of MAR, unless so requested by the competent authority. The competent authority would not be able to require the issuer to keep a record of that explanation. The issuer would however still have to notify the competent authority that it had delayed disclosure.

  • Providing that Article 18 of MAR would require an SME growth market issuer to keep an insider list, but that such list need only include the details of those persons with regular access to inside information due to their function or position within the issuer. Such a list would only have to be provided to the competent authority on request.

  • Amending Article 19 to grant an SME growth market issuer two days to make public the details of a manager's transaction after the date it receives notification of such transaction from the relevant PDMR (or PCA).

  • Extending the simplified prospectus regime (currently only applicable to secondary issues under Article 14 of the new Prospectus Regulation) to an issuer that has had securities admitted to trading on an SME growth market for at least three years and that is now seeking admission to trading of new or existing securities on a regulated market.

The amendments would extend to all issuers with securities admitted to trading on an SME growth market, not just those that qualify as SMEs.

The proposed regulation now passes to the European Parliament and the Council for discussion.

This document is for general guidance only. It does not contain definitive advice.


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Tel: + 44 20 7585 1406
Mob: + 44 7734 057 327

Cummings Law
42 Brook Street
London Greater London W1K 5DB
United Kingdom

25 05 2019

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