Updated 18/09/2024
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Article 3 - Incorporation by reference

Article 3

Incorporation by reference

1.   Information may be incorporated by reference in an exemption document where that information has been previously or simultaneously published electronically, drawn up in a language fulfilling the requirements of Article 5 of this Regulation and where that information is contained in one of the following documents:

(a)

documents as referred to in Article 19(1) of Regulation (EU) 2017/1129;

(b)

documents required by national law transposing Directive 2004/25/EC;

(c)

documents required by national law transposing Directive (EU) 2017/1132 of the European Parliament and of the Council (4);

(d)

other documents that are published in accordance with national law where those documents are relevant to the transaction.

The information referred to in the first subparagraph shall be the most recent that is available to the issuer, the offeree company, the company being acquired or the company being divided.

2.   Where only certain items of information are incorporated by reference, the exemption document shall contain a statement that the non-incorporated parts are either not relevant for the investor or are included elsewhere in the exemption document.

3.   Persons responsible for the exemption document shall ensure that information incorporated by reference in that exemption document is easily accessible.

4.   An exemption document that contains information incorporated by reference shall contain a cross-reference list that enables investors to easily identify specific items of information and shall contain hyperlinks to all documents containing information that is incorporated by reference.


(4)  Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (OJ L 169, 30.6.2017, p. 46).