Prospectus Regulation

Jump to: Footer

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, was published in the Official Journal of the European Union on 30 June 2017.

The text of the published Regulation can be found here.

Entry into force and application

The Prospectus Regulation entered into force on the twentieth day following its publication in the Official Journal of the European Union, in this case on 20 July 2017, and is applicable from 21 July 2019.

Transitional provisions – Grandfathering:

Pursuant to Article 46 (3) of the Prospectus Regulation, prospectuses approved in accordance with the national laws transposing Directive 2003/71/EC before 21 July 2019 shall continue to be governed by that national law until the end of their validity, or until twelve months have elapsed after 21 July 2019, whichever occurs first. This means that prospectuses approved before the cut-off date of 21 July 2019 shall be allowed to be continued after the cut-off date until the end of their validity period.

Details regarding the interpretation of the aforementioned provisions are being defined by ESMA in the “Q&A on prospectus related topics” which may be consulted via the following link.

https://www.esma.europa.eu/sites/default/files/library/esma31-62-1258_prospectus_regulation_qas.pdf

New-Issue Calendar and Filing of final terms

In accordance with Article 24 para. 1 KMG 2019 (published in Federal Law Gazette I No. 62/2019) notifications to the New-Issue Calendar must also contain “the accompanying data that is relevant for the classification of the prospectuses” pursuant to Delegated Regulation (EU) 2019/979 in addition to the final terms. This data is used by the FMA pursuant to Article 21 (5) of the Prospectus Regulation for the purpose of transferring the information to ESMA. ESMA is currently implementing an IT system for this data transfer, which is planned to go live from June 2020. During the transitional period between the expected entry into force of the KMG 2019 and the ESMA IT system going live (i.e. between 21.07.2019 and the intended go live in July 2020) the notification obligation for accompanying data in relation to the issuance that is relevant for classification purposes shall be deemed to have been satisfied, where the notification to the New-Issue Calendar is continued to be made in the same way as prior to the entry into force of the KMG 2019. This will be appraised accordingly in the checking of the legality of the notification.

The final terms for prospectuses approved in accordance with the Prospectus Regulation are to also be continued to be submitted to the FMA by means of a web upload until the ESMA IT system is implemented (expected date of implementation: July 2020) in addition to the notification to the New-Issue Calendar (the FMA will not charge any filing fees), thereafter the overlap in submissions will no longer exist. The notification templates of the New-Issue Calendar are then being extended to include the “the accompanying data that is relevant for the classification of the prospectuses” and the final terms are then to be filed exclusively with the New-Issue Calendar.

Delegated acts in relation to the Prospectus Regulation:

Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301.

Downloadable at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32019R0979

Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004

Downloadable at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32019R0980