New capital for a publicly listed company without a prospectus – New regulations
What are the new regulations regarding capital injections for publicly listed companies ?
21 July 2019 will bring the coming into force of European Parliament and Council Regulation (EU) 2017/1129, which will supplant the EU rules hereuntil in force and trigger substantial changes of national law, especially – in the Polish context – of the legislative Act regarding public offering. Draft amendments to the Act regarding public offering are presently at the review and consultation stage, and their adoption is tentatively scheduled for Q2 2019. In its wake, we expect to see a number of executory and delegated instruments regulating specific issues associated with the issue prospectus and other documents involved in the public offering process. To make a long story short, we are facing a major change of securities law, one which will pose a considerable challenge for lawyers as well as for securities issuers. The objectives of these changes include implementation of a uniform legal regime governing prospectus-based public offerings throughout the EU and affording small and medium-sized enterprises easier access to capital, among other measures by increasing the threshold offering value beyond which an issue prospectus is mandated and by introducing new types of issue prospectus: a universal registration document for entities which effectuate frequent issues, a simplified prospectus for secondary issues, and an EU development prospectus for small and medium-sized enterprises. Regulation 2017/1129 does not require transposition into the Polish legal system and shall apply directly as of 21 July 2019.
Full text in available (in Polish) in PARKIET (Akademia Parkietu s. 8).