On 3 February 2023, ESMA updated its questions and answers on the implementation of Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation Q&A”). Article 1(4)(d) of the Prospectus Regulation creates an exemption from the requirement to publish a prospectus with regards an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer. The Prospectus Regulation Q&A now clarifies that a purchase of securities via a joint account, e.g. held by husband and wife, can be considered as a purchase by one investor for the purpose of calculating this threshold.
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