Euronext // 2021 Universal Registration Document
Presentation of the Group 1 Regulation
CSDR The EU central securities depositories Regulation (Regulation (EU) No 909/2014, (“CSDR”) plays a pivotal role in post-trade harmonisation efforts in Europe, as it establishes authorisation requirements and common rules for the exercise of central securities depository activity, with particular reference to securities settlement services. CSDR came into effect on 17 September 2014. Listing The rules regarding public offerings of financial instruments and prospectuses, as well as on-going disclosure requirements for listed companies, are set out in the Prospectus Regulation (Regulation (EU) 2017/1129) and the Transparency Directive (Directive 2004/109/EC as most recently amended by Directive 2013/50/EU), as implemented in the countries in which Euronext operates. Companies seeking to list their securities on Euronext’s regulated markets must prepare a listing prospectus in accordance with the requirements of the Prospectus Regulation and comply with the requirements of Euronext Rulebook I, the harmonised rulebook for the Euronext Market Subsidiaries, and any additional local listing requirements in Rulebook II. Following admission, they must comply with the on going disclosure requirements set forth by the competent authority of their home Member State. The objective of the Transparency Directive (Directive (EU) 2004/109) is to harmonise the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market in the EU. The Market Abuse Regulation (Regulation (EU) No 596/2014) sets a regulatory framework with respect to the disclosure of inside information, market manipulation and related topics. The European Commission is currently consulting on a proposed “Listings Act” to introduce further reforms to the Prospectus and Market Abuse Regulations to facilitate listings in Europe. Indices As a benchmark administrator, Euronext must comply with the Benchmark Regulation (Regulation (EU) 2016/1011, “BMR”) which has been applicable since 1 January 2018. Euronext Amsterdam, Euronext Brussels, Euronext Dublin, Euronext Lisbon, Oslo Børs, Euronext Paris, Fish Pool and Nord Pool are registered by the European Securities and Markets Authority (“ESMA”) as benchmark administrators under BMR. The operation of regulated markets and MTFs MiFID II/MiFIR, MAR/MAD II, ESMA standards and the Euronext Rulebooks all provide minimum requirements for the monitoring of trading and enforcement of rules by Euronext as the operator of regulated markets and MTFs. In particular, market operators are required to meet, inter alia, all the requirements set out in MiFID II/ MiFIR (and reinforced in MAR/MAD) including the obligation to ensure that the markets they operate allow financial instruments to trade “in a fair, orderly and efficient manner”.
Register of Companies under no. 04289511000. It is authorised by the Bank of Italy as a CCP pursuant to Article 17 of EMIR with effect from 20 May 2014. Finally, the Group operates Data Reporting Service Providers (DRSPs, an APA and ARM) in both the EU and UK. In the EU this activity is now, since the start of 2022 supervised by ESMA while the activity in the UK is under supervision by the FCA. EUROPEAN REGULATION The regulatory framework in which Euronext operates is substantially influenced and governed by European directives and regulations in the financial services area, many of which have been adopted pursuant to the Financial Services Action Plan, which was adopted by the European Union in 1999 to create a single market for financial services. Today, the Capital Markets Union (“CMU”) project encompasses many of these regulations. This has enabled the harmonisation of the regulatory regime for financial services, public offers, listing and trading, and settlement amongst other activities. Markets and trading There are currently two key pieces of European legislation that govern the fair and orderly operation of markets and trading: the MiFID II/MiFIR and the MAR/MAD II frameworks (both defined as below). The MiFID II/MiFIR framework includes the Markets in Financial Instruments Directive (Directive 2014/65/EU, “MiFID II”) and the Markets in Financial Instruments Regulation (Regulation (EU) No 648/2012, “MiFIR”) and has been applicable since 3 January 2018. The objective is to make European financial markets more transparent and to strengthen investor protection. The MAR/MAD II framework includes the Market Abuse Regulation (Regulation (EU) No 596/2014, “MAR”) and the Directive on criminal sanctions for market abuse (Directive 2014/57/EU “MAD II”) and has been applicable since 3 July 2016. The objective is to guarantee the integrity of European financial markets and increase investor confidence. The concept of market abuse typically covers of insider dealing, unlawful disclosure of inside information, and market manipulation. On 25 November 2021, the European Commission published its Capital Markets Action Plan. As a part of this approach, changes to MiFID II / MiFIR have been proposed, including some changes to the pre-trade transparency framework, concrete proposals for a consolidated tape for equity, ETFs, fixed income and OTC derivatives, a ban on Payment for Order Flow and a proposal to remove exchange traded derivatives from the MiFIR Open Access provisions. 1.4.2
Clearing and settlement
EMIR The EU Market Infrastructure Regulation (Regulation (EU) No 648/2012, “EMIR”) is primarily focused on the regulation of CCPs and includes the obligation for standardised OTC derivative contracts to be cleared through a CCP. EMIR came into effect on 16 August 2012.
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2021 UNIVERSAL REGISTRATION DOCUMENT
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