Amendments to the EU Prospectus Directive Regime

摘要

Several changes to the Prospectus Directive were adopted in an amending directive in 2010, with a deadline for implementation into national law by EU Member States of 31 July 2012. The changes have led to a number of practical changes for issuers. The most important areas covered include updates to the offer and admission exemptions, changes to the summary of the prospectus, a new reduced disclosure regime for rights and certain other offerings and changes to the withdrawal rights in connection with prospectus supplements. A number of important areas required implementing legislation and changes to the EU Prospectus Regulation, which are set out in three delegated regulations of the EU Commission. The first one covers significant changes to the format and content of prospectuses, the summary and final terms and introduced a proportionate disclosure regime for certain rights issues and offerings of 'small and medium-sized enterprises' (SMEs) and companies with reduced market capitalisation. A second delegated regulation covers changes in relation to consents to be given in the context of retail cascades and the requirement for an auditor's report for inclusion of profit forecasts and estimates. Another set of changes concerns convertible and exchangeable securities. In developing the implementing legislation, the Commission was assisted by the European Securities and Markets Authority (ESMA).