Shearman & Sterling LLP | Financial Regulatory Developments Focus | European Commission Requests Technical Advice for Prospectus Regulation Implementation
Financial Regulatory Developments Focus
  • European Commission Requests Technical Advice for Prospectus Regulation Implementation

    The European Commission has published a request to the European Securities and Markets Authority for technical advice on possible delegated acts under the Prospectus Regulation. The Prospectus Regulation has been agreed but is yet to be published in the Official Journal of the European Union. It will enter into force 20 days after publication and apply two years after publication - currently expected to be June 2019. The Prospectus Regulation will replace the existing Prospectus Directive and sets out the requirements for a prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The Prospectus Regulation aims to simplify the rules and administrative obligations for companies wishing to issue shares or debt on the market and reducing the costs of preparing a prospectus, thus fostering cross-border investments in the single market, while at the same time still enabling investors to make informed investment decisions.

    Matters on which the European Commission has requested advice cover, among other things: (i) the format of the prospectus, the base prospectus, the final terms and the specific information to be included in a prospectus; (ii) the minimum information to be included in the universal registration document; (iii) the information needed for the schedules applicable under the simplified disclosure regime for secondary issuances; (iv) the content, format and sequence of the prospectus under the simpler regime for small companies, the so-called EU Growth prospectus, including its specific summary; (v) the criteria for the scrutiny of prospectuses and universal registration documents and the procedures for their approval; (vi) procedures for filing and revising the universal registration document and the conditions where the status of a frequent issuer is lost; (vii) the information required for documents describing a merger or takeover by way of exchange offer; (viii) general equivalence criteria for prospectuses drawn up under the laws of third countries. The technical advice on the first six areas is due to be provided to the European Commission by the end of November 2017 and the remainder is due by August 2018.

    View the request for technical advice.

    View the agreed Prospectus Regulation.