Regulation (EU) 2017/1129 (the Prospectus Regulation) gave Member States discretion to choose the threshold of total consideration for a public offer of securities below which a prospectus would not be required for offers to the public in that Member State. This is one of a number of exemptions from the obligation to publish a prospectus for public offerings of securities in the EU.
Member States have the discretion to choose the threshold, so long as the chosen threshold is between EUR1 million and EUR8 million. Ireland had initially chosen a threshold of EUR5 million. However, the Finance (Tax Appeals and Prospectus Regulation) Act 2019 increased this threshold to the maximum amount of EUR8 million which became effective on 18 December 2019.
Issuers who are engaged in cross-border offerings should be aware of the differing threshold amounts in Member States.
and then 