Exemptions from the requirement to publish a prospectus under the EU Prospectus Regulation

The Cyprus Securities and Exchange Commission (‘CySEC’) has issued a reminder to supervised entities and other stakeholders that article 1(3) of the new EU Prospectus Regulation, which took effect on 21 July 2018, exempts offers of securities to the public with a total consideration in the Union of less than EUR 1 million over a period of 12 months.

In addition, with effect from the same date, the Prospectus Regulation the earlier provisions of the Prospectus Directive, 2003/71/EC regarding exemption from the requirement to publish a prospectus. This means that with effect from 21 July 2018 there is a requirement to publish a prospectus for any offer of securities to the public with a total consideration in the Union of EUR 1 million or more over a period of 12 months.

The Public Offer and Prospectus Law of 2005, which implements the Prospectus Directive, is being amended to reflect the changes. Pending completion of the amendments, CySEC will not enforce the sections of the law which are incompatible with the Prospectus Regulation, which has direct effect.

Article 3(2) of the Prospectus Regulation gives member states discretion to set a higher limit, of up to EUR 8 million, for exemption from the obligation to publish a prospectus. Cyprus has not exercised this discretion. CySEC will inform issuers and the public if the situation changes.

For further information on this matter please contact Dimitris Papoutsis or your usual contact at Elias Neocleous & Co LLC.