THE CNMV REDUCES DOCUMENTATION FOR PUBLIC OFFERINGS AND ADMISSION TO TRADING

The CNMV relaxes the requirements for public offerings and admission to trading of securities to reduce costs and administrative burdens for issuers, and to encourage investment financing

On November 30, the Spanish Securities and Exchange Commission (CNMV) relaxed the requirements for public offerings and admission to trading of securities in the Spanish regulated markets. The aim is to:

• strengthen the securities market and reduce dependence on bank financing;
  
• harmonize the requirements with other jurisdictions in our environment; 
• reduce costs and administrative burdens for issuers;
• boost investment financing for the environmental and digital transformation of the Spanish economy in the short term.
  

The CNMV modified the Q&A document on the prospectus regime for public offerings and admission to trading of securities, including a new section on documentation requirements. These Q&As specify the documents to be submitted to the CNMV depending on the procedure—public offering or admission to trading on a regulated market. In the latter case, a distinction is made based on whether there is a previously approved prospectus or whether the prior offering is exempt from the obligation to publish a prospectus.

As a general rule, the CNMV will not require any additional documentation to what is already required under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and its implementing measures—except when a prospectus is needed. In this case, the prospectus must include the information contained in the additional documents that have been required until now.

For instance, companies seeking admission to trading of their shares in connection with a public offering subject to the publication of a prospectus must submit the following:

• For verification of the offering: (i) an application electronically signed by the person authorized at the CNMV’s Virtual Office; (ii) the prospectus prepared in accordance with the Prospectus Regulation, including where applicable information on the share issuance resolutions; and (iii) the issuer’s individual and consolidated financial statements for the last three financial years.

• For admission to trading: documents (i) and (iii) above, and, for newly issued shares, the information on the notarial instrument recording the capital increase, whether or not registered with the Commercial Registry (in the latter case, the registration details will be provided at a later date).

Likewise, documents supporting the information provided in the prospectus, such as notarial instruments, corporate resolutions or powers of attorney, are no longer required—provided that the prospectus contains the relevant information.

Among the documents that are no longer required are the original certificates of immobilization of publicly offered shares; the annual financial statement certificates issued by the secretary of the board; the general meeting/board regulations; copies of any agreements between shareholders of the issuer; copies of any administrative authorizations; or the liquidity contract of the security, where applicable. However, by virtue of its general powers of supervision and inspection, the CNMV may request any document that it considers relevant.

Finally, it is worth noting that on December 7, the European Commission presented a set of proposals to strengthen the Capital Markets Union. Among these measures is simplifying admission to trading in the European Union to alleviate the administrative burden so that companies of all sizes, particularly SMEs, can better access investment funding by listing on stock exchanges.