Local view for "http://purl.org/linkedpolitics/eu/plenary/2002-03-13-Speech-3-229"
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"en.20020313.10.3-229"2
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"Mr President, this is an important milestone in the creation of the single market. Today we will be debating two draft directives, including the prospectus directive, on which I have the honour to be Parliament's rapporteur that incorporate the delegated powers proposed by Baron Lamfalussy's wise men. We all very much hope that this new way of dealing with financial regulations will prove to be a step change in creating a single market, the foundations of which have been put in place by the creation of the euro and its successful introduction.
The prospectus directive is designed to establish the ground rules under which an issuer of shares, bonds or other securities may access investors throughout the 15 Member States. At present, a company has to seek 15 regulatory approvals for 15 different sets of disclosure documents. This is a nonsense. It means separate markets in new issues, higher regulatory costs, higher costs of capital for business and less choice for investors. I have no doubt, therefore, that a single regime for prospectuses can create benefits for all, greater choice and higher returns for investors, lower costs of capital and funding opportunities for companies. The Single Market is a win-win game, not a zero-sum game.
In drawing up requirements for an EU prospectus, it is important to strike a balance between the objective of lowering the cost of capital for businesses and that of protecting investors. There ought to be enough potential gains to secure both, and that is the balance we have tried to strike on the committee, I am particularly grateful to my colleagues, Mrs Piia-Noora Kauppi and Mr Harald Ettl as the shadow rapporteurs, and to their respective groups, for their help and cooperation. We tried to make a break in this proposal with in-depth hearings to understand the issues and I hope that we have a substantial measures of consensus within Parliament on many of the key problems and how to solve them.
We all agreed we wanted, for example, to exempt the professional market for Eurobonds from the requirement for a prospectus, but of course, to insist on one if the issuer wanted to attract retail investors. The broad framework for that is agreed across this House. We have one issue to settle: should we have a minimum unit for each exempted Eurobond of EUR 50 000 or of EUR 100 000? I hope you will agree that EUR 50 000 is enough to exclude retail investors, as the larger amount will prove cumbersome even for professional investors who are used to dealing in units of EUR 10 000.
The second key set of amendments deals with whether companies must annually update their prospectuses or whether, if they do not issue more bonds or shares, they do not have to do so. Overall, the committee supported the view taken by the EU's regulators – FESCO and now CESR – and that it makes sense for such annual updating to be optional if the issuer of bonds or shares wants to issue again. In addition, this is not a directive concerned with general disclosure requirements by companies trading on the market. We shall deal with the consultation in that area in due course.
I have also been pleased to support an amendment from the Socialist Group to allow smaller companies to update their prospectus, if they so wish, with the filing of their annual report.
We have also generally sought to have the Commission, advised by the Securities Committee, take account of different securities and issuers including small business. Therefore, the disclosure requirements will be tailored to particular circumstances. This leads me to a further compromise amendment, which would allow a national authority, if it wanted, to exempt companies with a market capitalisation of less than EUR 350 million from the EU requirement, so long as they are not marketing outside that Member State. This seems likes a large amount, but I would merely point out that there are a number of quoted companies currently meeting the small and medium-sized enterprise definition that would actually be covered by this. For example, the British Technology Group employs just 182 people and has a turnover of EUR 22 million and a balance sheet of EUR 32 million. It is an SME, but has a market capitalisation currently of EUR 1.6 billion. Small companies can have vast values, and it only takes one or two Nobel scientists on board to ensure that that happens. It seems to me that, as an investor-protection measure, it is better to have these enterprises included within the scope.
Let me finally explain why I think issuer choice of regulatory authority is important. We want regulators to cooperate and they are increasingly doing so. We also want to give them an incentive to do so. By allowing issuers to choose between their regulatory authorities, largely as they do now, for example, on all securities except equities in a domestic market, we can ensure that that cooperation proceeds and that we gradually put in place the foundation for a single regulatory authority across the Union."@en1
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