Introduction

European passport

1. In a single market, it should be sufficient to have a prospectus for securities offered to the public or admitted to trading approved by a single authority, even if the offering encompasses several Member States of the European Union (EU). This is what Directive 2003/71 of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the ‘Prospectus Directive’ or ‘Dir.’), amending Directive 2001/34, seeks to achieve by granting a European passport to prospectuses approved in a Member State under legislation implementing the Prospectus Directive. The other Member States must accept such prospectuses and cannot impose additional formalities (other than a requirement to notify the prospectus in accordance with the Prospectus Directive and to translate the summary into their official language). In this respect, the requirements for preparation, approval and distribution of prospectuses have been harmonised (Art. 1(1) Dir.). As explained below, under no. 8 of this report, these rules only apply to offerings having a total value of at least €2,500,000. For smaller public offerings, there is no obligation for the Member States to harmonise their rules in keeping with the Prospectus Directive. This limitation does not apply to the admission of securities to trading on a regulated market, however.