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If you replied you were a company, SME, micro-enterprise, sole trader, please specify if you are:(replying-as)
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Question 1. In your opinion, what is the importance of each of the factors listed below in explaining the weakness of EU SME-dedicated markets? : Low number of companies coming to the public markets ([ID73])
Question 1. In your opinion, what is the importance of each of the factors listed below in explaining the weakness of EU SME-dedicated markets? : Decline of local ecosystems ([ID74])
Question 1. In your opinion, what is the importance of each of the factors listed below in explaining the weakness of EU SME-dedicated markets? : Lack of retail and institutional investors ([ID75])
Question 1. In your opinion, what is the importance of each of the factors listed below in explaining the weakness of EU SME-dedicated markets? : Other (please specify below) ([ID72])
Please specify what other factor(s) explains the weakness of EU SME-dedicated markets:([ID16])
Question 1.2 Please explain and describe the current situation of SME-dedicated markets in your own jurisdiction or countries of operations:([ID16])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Availability of alternative sources of financing for SMEs (including bank finance) for equity ([ID186])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Availability of alternative sources of financing for SMEs (including bank finance) for bonds ([ID187])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Lack of awareness of SMEs on the benefits of public markets for equity ([ID188])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Lack of awareness of SMEs on the benefits of public markets for bonds ([ID189])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : High (admission and ongoing) compliance costs due to regulatory constraints for equity ([ID190])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : High (admission and ongoing) compliance costs due to regulatory constraints for bonds ([ID191])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Lack of preparation from companies’ management as regards the implication of a listing for equity ([ID192])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Lack of preparation from companies’ management as regards the implication of a listing for bonds ([ID193])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Reluctance of SMEs’ owners to relinquish a stake in the capital of their company ([ID194])
Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets? : Other (please specify below) ([ID195])
Please specify what other factor(s) can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets:([ID16])
2.1 Please illustrate by providing evidence from your own jurisdiction:([ID16])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of visibility of SMEs (including lack of financial research and credit information) towards investors for equity ([ID181])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of visibility of SMEs (including lack of financial research and credit information) towards investors for bonds ([ID185])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Differences in local accounting standards hindering cross-border investments ([ID196])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Regulatory constraints on investors as regards investments in SMEs ([ID197])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of liquidity on SME shares and bond markets for equity ([ID198])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of liquidity on SME shares and bond markets for bonds ([ID199])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of investor confidence in listed SMEs ([ID200])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Lack of tax incentives ([ID201])
Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds? : Other (please specify below) ([ID202])
Please specify what other factor(s) inhibit institutional and retail investments in SME shares and bonds:([ID16])
3.1 Please illustrate by providing evidence from your own jurisdiction:([ID16])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Brokers, market-makers, liquidity suppliers ([ID55])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Financial research providers ([ID62])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Credit Rating Agencies ([ID63])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Investor base ([ID64])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Investment banks ([ID65])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Boutiques specialised in SMEs and offering several services (brokerage, research, underwriting…) ([ID66])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Legal and tax advisers ([ID67])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Accountants ([ID68])
Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most? : Others (please specify below) ([ID69])
Please specify what other participants of the ecosystems surrounding local exchanges for SMEs are declining the most:([ID16])
4.1 Please illustrate by providing evidence from your own jurisdiction:([ID16])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Impact of low level of liquidity on brokers' business models for equity ([ID203])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Impact of low level of liquidity on brokers' business models for bonds ([ID204])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Impact of low level of investors' appetite for SME instruments for equity ([ID205])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Impact of low level of investors' appetite for SME instruments for bonds ([ID206])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Regulatory constraints on investment services providers specialised in SMEs ([ID207])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Lack of profitability of the SME segment for equity ([ID208])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Lack of profitability of the SME segment for bonds ([ID209])
Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges? : Other (please specify below) ([ID210])
Please specify what are the other reasons behind the decline of the ecosystems surrounding the local exchanges:([ID16])
5.1 Please illustrate by providing evidence from your own jurisdiction:([ID16])
Question 6. Given the considerations mentioned above, do you consider that the criteria used to define an SME Growth Market should be modified?([ID61])
6.1 Please explain your reasoning:([ID16])
Question 7. Should the market capitalisation threshold of EUR 200 million defining SMEs under MiFID II be:([ID61])
Please specify what other proposal you would have regarding the market capitalisation threshold of EUR 200 million defining SMEs under MiFID II:([ID16])
7.1 Please explain your reasoning. Where relevant, please specify appropriate market capitalisation thresholds or criteria to define an SME for the purpose of SME Growth Markets:([ID16])
Question 8. Bearing in mind your answer to the previous question, should the proportion of SMEs on SME Growth Markets (currently 50%) be:([ID61])
8.1 Please explain your reasoning:([ID16])
Question 9. Should the criteria used to define an SME Growth Market non-equity issuer be modified?([ID61])
9.1 Please explain your reasoning. If you answered affirmatively, please provide appropriate criteria (turnover, outstanding issues of debt securities, size of the bond issuance…) and thresholds to define an SME Growth Market debt issuer:([ID16])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : A key adviser should be imposed for equity issuers on an SME Growth Market ([ID95])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : A key adviser should be imposed for bond issuers on an SME Growth Market ([ID18])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : A key adviser should be mandatory during the whole period an SME is listed ([ID97])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : A key adviser should only be mandatory during a limited period after the first listing of a firm (please specify below the relevant period (1 year, 3 years; ….) ([ID98])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : Minimum requirements regarding the mission and obligations of key advisers on SME Growth Markets should be imposed at the EU level (Please specify) ([ID99])
Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets: : Minimum requirements regarding the mission and obligations of key advisers on SME Growth Markets should be imposed by individual stock exchanges ([ID100])
10.1 Please explain your reasoning and provide supporting evidence on the costs associated with the appointment of a key adviser. If appropriate, please specify the mission and obligations that should be placed on key advisers at EU level:([ID16])
Question 11. In your opinion, are there merits in imposing minimum requirements at EU level for the delisting of SME Growth Market Issuers?([ID61])
11.1 Please explain your reasoning. If you answered affirmatively, please indicate the scope (mandatory, voluntary delisting at the management’s and/or controlling shareholders’ initiative) and the features of such minimum requirements:([ID16])
Question 12. In your opinion, are there merits in introducing harmonised rules at EU level on voluntary transfer of listing from a regulated market to an SME Growth Market?([ID61])
12.1 Please explain your reasoning. If you answered affirmatively, please indicate examples of rules and their purpose:([ID16])
Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be: : required when the issuer exceeds some thresholds (such as the market capitalisation) ([ID106])
Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be: : incentivised through regulatory measures when they exceed some thresholds (such as the market capitalisation) ([ID107])
Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be: : always left to the discretion of issuers and not required or incentivised by regulatory measures ([ID108])
Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be: : Other (please specify below) ([ID111])
Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be: : Don’t know / no opinion / not relevant ([ID110])
Please specify what other possibility you would see for the transfer of issuers from an SME Growth Market to a regulated market:([ID16])
13.1 Please explain your reasoning and supporting arguments/evidence. When relevant, please indicate appropriate thresholds or possible incentives for SME Growth Market issuers to move to a regulated market:([ID16])
Question 14. Please indicate whether you agree with the statements below: Regulatory alleviations should be restricted to : SMEs listed on SME Growth Markets ([ID109])
Question 14. Please indicate whether you agree with the statements below: Regulatory alleviations should be restricted to : All SME Growth Markets issuers ([ID112])
Question 14. Please indicate whether you agree with the statements below: Regulatory alleviations should be restricted to : No regulatory alleviations should be granted for any kind of firm ([ID113])
14.1 Please explain your reasoning:([ID16])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Management's transactions ([ID80])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Insider lists ([ID81])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Justification of the delay in disclosing inside information ([ID82])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Market soundings ([ID83])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Disclosure of inside information by non-equity issuers ([ID84])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Half-yearly reports for SME Growth Market issuers ([ID87])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Other (please specify below) ([ID111])
Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is: : Don’t know / no opinion / not relevant ([ID110])
Please specify for what other provisions the EU regulation associated with equity and bond listings on SME dedicated markets is somehow burdensome:([ID16])
15.1 Please explain your reasoning:([ID16])
Question 16. Does the management’s transactions regime represent a significant administrative burden for SME Growth Markets issuers and their managers?([ID61])
16.1 Please explain your reasoning and provide supporting evidence, notably in terms of costs (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent): In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) estimated that for an SME, the annual average cost related to manager transaction reports was at EUR 135 per year (and 3 hours spent per issuer per year). In 2015, a study from Europe Economics (Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.59-60) estimated the one-off compliance costs for technical standards on management's transactions at between EUR 300 and EUR 500 for a small issuer and between EUR 3.400 and EUR 4.900 for a medium-sized issuer. The annual ongoing compliance costs were estimated at EUR 0 for a small issuer and at EUR 200 per year for a medium-sized issuer.([ID16])
17 a) The time limit (i.e. currently 3 days) for PDMRs and person closely associated to notify their transactions to the issuer should be extended([ID61])
Please indicate the appropriate notification period length for proposal 17 a)([ID16])
Please explain your reasoning for proposal 17 a) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
17 b) The threshold (i.e. EUR 5,000) above which managers of SME Growth Markets Issuers should declare their transactions should be raised([ID61])
Please indicate the appropriate threshold for proposal 17 b)([ID16])
Please explain your reasoning for proposal 17 b) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
17 c) The national competent authorities (NCA) should always be made responsible for making public the managers’ transactions([ID61])
Please explain your reasoning for proposal 17 c) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
17 d) The trading venue should be made responsible for making public the managers’ transaction([ID61])
Please explain your reasoning for proposal 17 d) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
17 e) The time limit for issuers to make management’s transactions public (or notify the NCA when the latter is made responsible for making the manager’s transaction public) should start as of the date the transactions have been notified to issuers (and not as from the date of transactions)([ID61])
Please indicate the appropriate time period length for proposal 17 e)([ID16])
Please explain your reasoning for proposal 17 e) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
17 f) Is there any other change or clarification to the management’s transactions regime for SME Growth Markets that you would support? Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
Question 18. What is the impact of the alleviation provided by MAR for SME Growth Market issuers as regards insider lists? Please illustrate and quantify, notably in terms of reduction in costs (one-off and ongoing) /in time spent (number of hours)/in number of people needed (in full-time equivalent) resulting from the alleviation: In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) estimated that for an SME, the annual average cost related to insider lists was at EUR 945 per year (and 21 hours spent per issuer and per year). In 2015, a study from Europe Economics (Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.59-60) estimated the one-off compliance costs for technical standards on insider lists at between EUR 300 and EUR 600 for a small issuer and between EUR 3.300 and EUR 5.800 for a medium-sized issuer. The annual ongoing compliance costs were estimated at between EUR 600 and 800 for a small issuer and between EUR 3.300 and 5.500 per year for a medium-sized issuer.([ID16])
Question 19. Please indicate whether you agree with the statements below: SME Growth Market issuers should be: : Obliged to maintain insider lists on an ongoing basis ([ID118])
Question 19. Please indicate whether you agree with the statements below: SME Growth Market issuers should be: : Obliged to submit insider lists when requested by the NCA (as provided by MAR) ([ID119])
Question 19. Please indicate whether you agree with the statements below: SME Growth Market issuers should be: : Obliged to maintain a list of ’permanent insiders’ (i.e. persons who have a ’regular access to insider information’) ([ID120])
Question 19. Please indicate whether you agree with the statements below: SME Growth Market issuers should be: : Exempted from keeping insider lists ([ID121])
Would you have any other proposal as regards insisder lists for SME Growth Market Issuers?([ID16])
19.1 Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:([ID16])
Question 20. Please indicate whether you agree with the following statements: : The written explanation justifying the delay to communicate inside information by SME Growth Market issuers should be submitted only upon request from the NCA ([ID122])
Question 20. Please indicate whether you agree with the following statements: : SME Growth Market issuers should be exempted from the obligation of keeping a ’disclosure record’ ([ID123])
20.1 Please explain your reasoning and illustrate the impact in terms of cost (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent): In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) considered that, for an SME, the annual average costs related to administrative burdens related to reporting decision to delayed disclosure was estimated at EUR 1,755 per year (and 39 hours spent per issuer per year). For another cost estimate, see also: Europe Economics, Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.51.([ID16])
Question 21. Should private placement of bonds on SME Growth Markets be exempted from market sounding rules when investors are involved in the negotiations of the issuance?([ID61])
21.1 Please explain and illustrate your reasoning, notably in terms of costs (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent):([ID16])
Question 22. Please indicate whether you agree with the following statements: SME Growth markets issuers that only issue plain vanilla bonds should: : have the same disclosure requirements as equity issuers on SME Growth markets ([ID124])
Question 22. Please indicate whether you agree with the following statements: SME Growth markets issuers that only issue plain vanilla bonds should: : disclose only information that is likely to impair their ability to repay their debt ([ID125])
22.1 Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce: See cost estimates on technical means for disclosure for public disclosure of inside information and delays (Europe Economics, Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.51).([ID16])
Question 23. Should the obligation of SME Growth Market issuers to publish half-yearly report be?([ID126])
Please specify what other possibility you would see for the obligation of SME Growth Market issuers to publish half-yearly report:([ID16])
23.1 Please explain and illustrate your reasoning, notably in terms of costs/time spent (number of hours)/number of people needed (in full-time equivalent):([ID16])
Question 24. Which of the following options best reflect your opinion on the impact that the minimum tick size regime provided by MiFID II would have on the liquidity and spreads of shares traded on SME Growth Markets: : Impact of the minimum tick size regime on the liquidity of shares traded on SME Growth Markets ([ID146])
Question 24. Which of the following options best reflect your opinion on the impact that the minimum tick size regime provided by MiFID II would have on the liquidity and spreads of shares traded on SME Growth Markets: : Inpact of the minimum tick size regime on the spreads of shares traded on SME Growth Markets ([ID147])
24.1 Please explain your reasoning and provide supporting evidence:([ID16])
Question 25. Please indicate whether you agree with the following statements: : Market operators should be given the flexibility not to apply the minimum EU tick size regime on their SME Growth Markets ([ID150])
Question 25. Please indicate whether you agree with the following statements: : Market operators should be given another form of flexibility as regards the EU minimum tick size regime on their SME Growth Markets ([ID151])
Question 26. Building on the ESMA’s opinion ('Points for convergence in relation to MAR accepted market practices on liquidity contracts' in May 2017), would there be merits in creating an EU framework on liquidity contracts that would be available for all SME Growth Market issuers across the EU?([ID61])
26.1 Please explain your reasoning and provide supporting arguments/evidence. If you answered affirmatively, please describe the conditions for such EU framework for liquidity contracts:([ID16])
Question 27. Which of the following options best reflects your opinion on the application of a rule on minimum free float:([ID61])
Please specify what other option(s) best reflect your opinion on the application of a rule on minimum free float:([ID16])
27.1 Please explain your reasoning, notably on the advantages and disadvantages of the introduction – at the EU level – of minimum free float requirements. Specify appropriate criteria and thresholds if you consider that such minimum free float rule should be introduced and determined at EU level:([ID16])
Question 28. Please describe any regulatory barriers to institutional investments in SME shares or bonds listed on SME Growth Markets or MTFs:([ID16])
Question 29. Which steps could be taken to facilitate SME bond issuances on SME Growth Markets without incurring high costs for assessing creditworthiness of issuers?([ID16])
Question 30. What would be the risks associated with a more flexible approach to ’unsolicited credit ratings’ by market players other than CRAs and what might be done to mitigate them?([ID16])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Criteria to define an SME Growth Market ([ID148])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Market capitalisation threshold defining an SME debt issuer ([ID152])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Key adviser requirement ([ID153])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Delisting rules on SME Growth Markets ([ID154])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Transfer of listings from a regulated market to an SME Growth Markets ([ID155])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Transfer of listings from an SME Growth Market to a regulated market ([ID156])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Management’s transactions ([ID157])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Insider lists ([ID158])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Justification of the delay in disclosing inside information ([ID19])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Market soundings ([ID159])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Disclosure of inside information for bond issuers ([ID160])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Half-yearly reports for SME Growth Market issuers ([ID161])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Tick size regime for SME Growth Markets ([ID162])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Liquidity provision contracts ([ID163])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Free float requirements ([ID164])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Institutional investors’ participation in SME shares and bonds ([ID165])
Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets: : Credit assessments and ratings for SME bond issuers ([ID166])
Question 32. You are kindly invited to make additional comments on this consultation if you consider that some areas have not been covered above. Please include examples and evidence:([ID16])
Should you wish to provide additional information (e.g. a position paper, report) or raise specific points not covered by the questionnaire, you can upload your additional document(s) here:(file-upload)
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a private individual
an organisation or a company
a public authority or an international organisation
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a citizen (except retail investor)
a retail investor
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Below EUR 10 million
Between EUR 10 and 50 million
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raised (please specify an appropriate market capitalisation threshold)
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Mandatory for SME Growth Markets equity issuers
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Left to the discretion of the trading venue (through its listing rules) for SME Growth Markets equity issuers
Left to the discretion of the trading venue (through its listing rules) for SME Growth Markets debt issuers
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A rule on minimum free float should be introduced in the EU legislation with criteria and thresholds determined at EU level
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No rule on minimum free float should be introduced in the EU legislation
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1
Are you replying as:
First name and last name:
Please specify if you are replying as:
Name of your organisation:
Name of the public authority:
Is your organisation included in the Transparency Register?
(If your organisation is not registered, we invite you to register here, although it is not compulsory to be registered to reply to this consultation. Why a transparency register?)
If so, please indicate your Register ID number:
Type of organisation:
Please specify the type of organisation:
If you replied you were a company, SME, micro-enterprise, sole trader, please specify if you are:
Please indicate an estimate of your annual net turnover
Please indicate an estimate of your number of employees
Please indicate an estimate of your total balance sheet
Are you listed on an EU regulated market?
Are you listed on an EU Multilateral Trading Facility (MTF)?
Are you a private company considering a listing of its shares or bonds?
Are you a private company that is not considering a listing of its shares or bonds?
Would you define your private company in another way than these listed above? Please explain:
If you replied you were a listed non-financial company (either on a junior or regulated market), please specify your current market capitalisation:
Type of public authority
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Contributions received are intended for publication on the Commission’s website. Do you agree to your contribution being published?
(see specific privacy statement PDF)

Question 1. In your opinion, what is the importance of each of the factors listed below in explaining the weakness of EU SME-dedicated markets?

Low number of companies coming to the public markets
Decline of local ecosystems
Lack of retail and institutional investors
Other (please specify below)

Please specify what other factor(s) explains the weakness of EU SME-dedicated markets:

Question 1.2 Please explain and describe the current situation of SME-dedicated markets in your own jurisdiction or countries of operations:

Question 2. What are the main factors that can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets?

Availability of alternative sources of financing for SMEs (including bank finance) for equity
Availability of alternative sources of financing for SMEs (including bank finance) for bonds
Lack of awareness of SMEs on the benefits of public markets for equity
Lack of awareness of SMEs on the benefits of public markets for bonds
High (admission and ongoing) compliance costs due to regulatory constraints for equity
High (admission and ongoing) compliance costs due to regulatory constraints for bonds
Lack of preparation from companies’ management as regards the implication of a listing for equity
Lack of preparation from companies’ management as regards the implication of a listing for bonds
Reluctance of SMEs’ owners to relinquish a stake in the capital of their company
Other (please specify below)

Please specify what other factor(s) can explain the low number of SMEs seeking an admission of their shares or bonds to trading on EU public markets:

2.1 Please illustrate by providing evidence from your own jurisdiction:

Question 3. What are the main factors that inhibit institutional and retail investments in SME shares and bonds?

Lack of visibility of SMEs (including lack of financial research and credit information) towards investors for equity
Lack of visibility of SMEs (including lack of financial research and credit information) towards investors for bonds
Differences in local accounting standards hindering cross-border investments
Regulatory constraints on investors as regards investments in SMEs
Lack of liquidity on SME shares and bond markets for equity
Lack of liquidity on SME shares and bond markets for bonds
Lack of investor confidence in listed SMEs
Lack of tax incentives
Other (please specify below)

Please specify what other factor(s) inhibit institutional and retail investments in SME shares and bonds:

3.1 Please illustrate by providing evidence from your own jurisdiction:

Question 4. In your opinion, what participants of the ecosystems surrounding local exchanges for SMEs are declining the most?

Brokers, market-makers, liquidity suppliers
Financial research providers
Credit Rating Agencies
Investor base
Investment banks
Boutiques specialised in SMEs and offering several services (brokerage, research, underwriting…)
Legal and tax advisers
Accountants
Others (please specify below)

Please specify what other participants of the ecosystems surrounding local exchanges for SMEs are declining the most:

4.1 Please illustrate by providing evidence from your own jurisdiction:

Question 5. What are the main reasons behind the decline of the ecosystems surrounding the local exchanges?

Impact of low level of liquidity on brokers' business models for equity
Impact of low level of liquidity on brokers' business models for bonds
Impact of low level of investors' appetite for SME instruments for equity
Impact of low level of investors' appetite for SME instruments for bonds
Regulatory constraints on investment services providers specialised in SMEs
Lack of profitability of the SME segment for equity
Lack of profitability of the SME segment for bonds
Other (please specify below)

Please specify what are the other reasons behind the decline of the ecosystems surrounding the local exchanges:

5.1 Please illustrate by providing evidence from your own jurisdiction:

Question 6. Given the considerations mentioned above, do you consider that the criteria used to define an SME Growth Market should be modified?

6.1 Please explain your reasoning:

Question 7. Should the market capitalisation threshold of EUR 200 million defining SMEs under MiFID II be:

Please specify what other proposal you would have regarding the market capitalisation threshold of EUR 200 million defining SMEs under MiFID II:

7.1 Please explain your reasoning.
Where relevant, please specify appropriate market capitalisation thresholds or criteria to define an SME for the purpose of SME Growth Markets:

Question 8. Bearing in mind your answer to the previous question, should the proportion of SMEs on SME Growth Markets (currently 50%) be:

8.1 Please explain your reasoning:

Question 9. Should the criteria used to define an SME Growth Market non-equity issuer be modified?

9.1 Please explain your reasoning.
If you answered affirmatively, please provide appropriate criteria (turnover, outstanding issues of debt securities, size of the bond issuance…) and thresholds to define an SME Growth Market debt issuer:

Question 10. Please indicate whether or not you agree with the following statements regarding minimum requirements and obligations of key advisers for firms listed on SME Growth Markets:

A key adviser should be imposed for equity issuers on an SME Growth Market
A key adviser should be imposed for bond issuers on an SME Growth Market
A key adviser should be mandatory during the whole period an SME is listed
A key adviser should only be mandatory during a limited period after the first listing of a firm (please specify below the relevant period (1 year, 3 years; ….)
Minimum requirements regarding the mission and obligations of key advisers on SME Growth Markets should be imposed at the EU level (Please specify)
Minimum requirements regarding the mission and obligations of key advisers on SME Growth Markets should be imposed by individual stock exchanges

10.1 Please explain your reasoning and provide supporting evidence on the costs associated with the appointment of a key adviser. If appropriate, please specify the mission and obligations that should be placed on key advisers at EU level:

Question 11. In your opinion, are there merits in imposing minimum requirements at EU level for the delisting of SME Growth Market Issuers?

11.1 Please explain your reasoning.
If you answered affirmatively, please indicate the scope (mandatory, voluntary delisting at the management’s and/or controlling shareholders’ initiative) and the features of such minimum requirements:

Question 12. In your opinion, are there merits in introducing harmonised rules at EU level on voluntary transfer of listing from a regulated market to an SME Growth Market?

12.1 Please explain your reasoning.
If you answered affirmatively, please indicate examples of rules and their purpose:

Question 13. In your opinion, should the transfer of issuers from an SME Growth Market to a regulated market be:

required when the issuer exceeds some thresholds (such as the market capitalisation)
incentivised through regulatory measures when they exceed some thresholds (such as the market capitalisation)
always left to the discretion of issuers and not required or incentivised by regulatory measures
Other (please specify below)
Don’t know / no opinion / not relevant

Please specify what other possibility you would see for the transfer of issuers from an SME Growth Market to a regulated market:

13.1 Please explain your reasoning and supporting arguments/evidence. When relevant, please indicate appropriate thresholds or possible incentives for SME Growth Market issuers to move to a regulated market:

Question 14. Please indicate whether you agree with the statements below:

Regulatory alleviations should be restricted to

SMEs listed on SME Growth Markets
All SME Growth Markets issuers
No regulatory alleviations should be granted for any kind of firm

14.1 Please explain your reasoning:

Question 15. For each of the provisions listed below, please indicate how burdensome the EU regulation associated with equity and bond listings on SME dedicated markets is:

Management's transactions
Insider lists
Justification of the delay in disclosing inside information
Market soundings
Disclosure of inside information by non-equity issuers
Half-yearly reports for SME Growth Market issuers
Other (please specify below)
Don’t know / no opinion / not relevant

Please specify for what other provisions the EU regulation associated with equity and bond listings on SME dedicated markets is somehow burdensome:

15.1 Please explain your reasoning:

Question 16. Does the management’s transactions regime represent a significant administrative burden for SME Growth Markets issuers and their managers?

16.1 Please explain your reasoning and provide supporting evidence, notably in terms of costs (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent):

In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) estimated that for an SME, the annual average cost related to manager transaction reports was at EUR 135 per year (and 3 hours spent per issuer per year). In 2015, a study from Europe Economics (Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.59-60) estimated the one-off compliance costs for technical standards on management's transactions at between EUR 300 and EUR 500 for a small issuer and between EUR 3.400 and EUR 4.900 for a medium-sized issuer. The annual ongoing compliance costs were estimated at EUR 0 for a small issuer and at EUR 200 per year for a medium-sized issuer.

17 a) The time limit (i.e. currently 3 days) for PDMRs and person closely associated to notify their transactions to the issuer should be extended

Please indicate the appropriate notification period length for proposal 17 a)

Please explain your reasoning for proposal 17 a) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

17 b) The threshold (i.e. EUR 5,000) above which managers of SME Growth Markets Issuers should declare their transactions should be raised

Please indicate the appropriate threshold for proposal 17 b)

Please explain your reasoning for proposal 17 b) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

17 c) The national competent authorities (NCA) should always be made responsible for making public the managers’ transactions

Please explain your reasoning for proposal 17 c) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

17 d) The trading venue should be made responsible for making public the managers’ transaction

Please explain your reasoning for proposal 17 d) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

17 e) The time limit for issuers to make management’s transactions public (or notify the NCA when the latter is made responsible for making the manager’s transaction public) should start as of the date the transactions have been notified to issuers (and not as from the date of transactions)

Please indicate the appropriate time period length for proposal 17 e)

Please explain your reasoning for proposal 17 e) and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

17 f) Is there any other change or clarification to the management’s transactions regime for SME Growth Markets that you would support?
Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

Question 18. What is the impact of the alleviation provided by MAR for SME Growth Market issuers as regards insider lists? Please illustrate and quantify, notably in terms of reduction in costs (one-off and ongoing) /in time spent (number of hours)/in number of people needed (in full-time equivalent) resulting from the alleviation:

In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) estimated that for an SME, the annual average cost related to insider lists was at EUR 945 per year (and 21 hours spent per issuer and per year). In 2015, a study from Europe Economics (Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.59-60) estimated the one-off compliance costs for technical standards on insider lists at between EUR 300 and EUR 600 for a small issuer and between EUR 3.300 and EUR 5.800 for a medium-sized issuer. The annual ongoing compliance costs were estimated at between EUR 600 and 800 for a small issuer and between EUR 3.300 and 5.500 per year for a medium-sized issuer.

Question 19. Please indicate whether you agree with the statements below:

SME Growth Market issuers should be:

Obliged to maintain insider lists on an ongoing basis
Obliged to submit insider lists when requested by the NCA (as provided by MAR)
Obliged to maintain a list of ’permanent insiders’ (i.e. persons who have a ’regular access to insider information’)
Exempted from keeping insider lists

Would you have any other proposal as regards insisder lists for SME Growth Market Issuers?

19.1 Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

Question 20. Please indicate whether you agree with the following statements:

The written explanation justifying the delay to communicate inside information by SME Growth Market issuers should be submitted only upon request from the NCA
SME Growth Market issuers should be exempted from the obligation of keeping a ’disclosure record’

20.1 Please explain your reasoning and illustrate the impact in terms of cost (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent):

In 2011, a study from EIM (Effects of possible changes to the Market Abuse Directive, p.39) considered that, for an SME, the annual average costs related to administrative burdens related to reporting decision to delayed disclosure was estimated at EUR 1,755 per year (and 39 hours spent per issuer per year). For another cost estimate, see also: Europe Economics, Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.51.

Question 21. Should private placement of bonds on SME Growth Markets be exempted from market sounding rules when investors are involved in the negotiations of the issuance?

21.1 Please explain and illustrate your reasoning, notably in terms of costs (one-off and ongoing costs)/time spent (number of hours)/number of people needed (in full-time equivalent):

Question 22. Please indicate whether you agree with the following statements:

SME Growth markets issuers that only issue plain vanilla bonds should:

have the same disclosure requirements as equity issuers on SME Growth markets
disclose only information that is likely to impair their ability to repay their debt

22.1 Please explain your reasoning and provide supporting arguments/evidence, in particular in terms of savings/reduction in costs, or in terms of additional costs, that any change of the currently applicable rules may induce:

See cost estimates on technical means for disclosure for public disclosure of inside information and delays (Europe Economics, Data gathering and Cost Analysis on Daft Technical standards relating to MAR, p.51).

Question 23. Should the obligation of SME Growth Market issuers to publish half-yearly report be?

Please specify what other possibility you would see for the obligation of SME Growth Market issuers to publish half-yearly report:

23.1 Please explain and illustrate your reasoning, notably in terms of costs/time spent (number of hours)/number of people needed (in full-time equivalent):

Question 24. Which of the following options best reflect your opinion on the impact that the minimum tick size regime provided by MiFID II would have on the liquidity and spreads of shares traded on SME Growth Markets:

Impact of the minimum tick size regime on the liquidity of shares traded on SME Growth Markets
Inpact of the minimum tick size regime on the spreads of shares traded on SME Growth Markets

24.1 Please explain your reasoning and provide supporting evidence:

Question 25. Please indicate whether you agree with the following statements:

Market operators should be given the flexibility not to apply the minimum EU tick size regime on their SME Growth Markets
Market operators should be given another form of flexibility as regards the EU minimum tick size regime on their SME Growth Markets

Question 26. Building on the ESMA’s opinion ('Points for convergence in relation to MAR accepted market practices on liquidity contracts' in May 2017), would there be merits in creating an EU framework on liquidity contracts that would be available for all SME Growth Market issuers across the EU?

26.1 Please explain your reasoning and provide supporting arguments/evidence. If you answered affirmatively, please describe the conditions for such EU framework for liquidity contracts:

Question 27. Which of the following options best reflects your opinion on the application of a rule on minimum free float:

Please specify what other option(s) best reflect your opinion on the application of a rule on minimum free float:

27.1 Please explain your reasoning, notably on the advantages and disadvantages of the introduction – at the EU level – of minimum free float requirements. Specify appropriate criteria and thresholds if you consider that such minimum free float rule should be introduced and determined at EU level:

Question 28. Please describe any regulatory barriers to institutional investments in SME shares or bonds listed on SME Growth Markets or MTFs:

Question 29. Which steps could be taken to facilitate SME bond issuances on SME Growth Markets without incurring high costs for assessing creditworthiness of issuers?

Question 30. What would be the risks associated with a more flexible approach to ’unsolicited credit ratings’ by market players other than CRAs and what might be done to mitigate them?

Question 31. Please indicate the areas and provisions where policy action would be most needed and have most impact to foster SME listings of shares and bonds on SME Growth Markets:

Criteria to define an SME Growth Market
Market capitalisation threshold defining an SME debt issuer
Key adviser requirement
Delisting rules on SME Growth Markets
Transfer of listings from a regulated market to an SME Growth Markets
Transfer of listings from an SME Growth Market to a regulated market
Management’s transactions
Insider lists
Justification of the delay in disclosing inside information
Market soundings
Disclosure of inside information for bond issuers
Half-yearly reports for SME Growth Market issuers
Tick size regime for SME Growth Markets
Liquidity provision contracts
Free float requirements
Institutional investors’ participation in SME shares and bonds
Credit assessments and ratings for SME bond issuers

Question 32. You are kindly invited to make additional comments on this consultation if you consider that some areas have not been covered above. Please include examples and evidence:

Should you wish to provide additional information (e.g. a position paper, report) or raise specific points not covered by the questionnaire, you can upload your additional document(s) here:

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