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Prospectus Regulation

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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 enters 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 shall by and large be applicable from 21 July 2019.

The provisions of points (a), (b) and (c) of subparagraph 1 of Article 1 (5) as well as subparagraph 2 of Article 1 (5) in relation to the exemption from the obligation to publish a prospectus for the admission to trading on a regulated market of specific types of securities however already apply with effect from 20 July 2017.

The provisions of Article 1 (3) and Article 3 (2) (threshold values for the obligation to publish a prospectus) apply with effect from 21 July 2018.

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” and will be available at earliest in April 2019.

Delegated Legal Acts relating to the Prospectus Regulation:

Can be consulted (initially only in English) under the following link: https://ec.europa.eu/info/law/prospectus-regulation-eu-2017-1129/amending-and-supplementary-acts/implementing-and-delegated-acts_en

 

Consultation papers for Level 2 Measures

ESMA has published the following consultation papers in relation to Regulation (EU) 2017/1129:

  • Consultation Paper, Guidelines on risk factors under the Prospectus Regulation (ESMA31-62-996)
  • Consultation Paper, Draft technical advice on minimum information content for prospectus exemption (ESMA31-62-962)

The documents listed above may be found here. The outcome of the consultations will be published shortly.

  • Consultation Paper on the format and content of the prospectus (ESMA31-62-532)
  • Consultation Paper on EU Growth prospectus (ESMA31-62-649)
  • Consultation Paper on scrutiny and approval (ESMA31-62-650)

The outcome of these consultations were published in the Final Report (ESMA31-62-800).

The outcome of this consultation was published in Final Report (ESMA-31-62-1002).