Inside this Topic Guide
The Prospectus Directive (PD) and Prospectus Regulation (PR) regulate and standardise prospectuses across the European Economic Area (EEA). The PD requires that an issuer of securities provides a prospectus where either:
- the offer is made to the public in the EEA; and/or
- an application is made for securities to be admitted to trading on an EEA regulated market. This includes all EEA main exchanges, e.g. London Stock Exchange's Main Market.
The PD sets out the initial disclosure requirements that must be included in the prospectus. It also provides a passport for issuers that enables them to raise capital across the EEA on the basis of a single prospectus. The PR sets out detailed technical disclosure requirements which differ according to the types of products and issuers. These are set out in the Annexes.
The Transparency Directive places on-going disclosure obligations on issuers, including annual and half-yearly accounts prepared to International Financial Reporting Standards (IFRS) or the equivalent.
The main focus currently is on Prospectus Regulation (EU) 2017/1129 (and underlying legislation) - commonly referred to as "PD3" - which will replace the existing Prospectus Directive regime in full on 21 July 2019. For ease of reference, the legislation for the new regime taking effect on 21 July 2019 is set out below. Some of it is still in draft form.
New Prospectus Regulation (EU) 2017/1129: Level 1
The new Prospectus Regulation (EU) 2017/1129 was published in the Official Journal of the European Union on 30 June 2017. Most provisions take effect 24 months after implementation, 21 July 2019, but a few came into force straight away – see 2017 Clifford Chance summary chart.
Level 2 and 3 - Delegated Regulation and RTS and Guidelines
ESMA Mandate, European Commission drafts
The Prospectus Regulation (EU) 2017/1129 represents a "Level 1" measure. The European Commission mandated ESMA in February 2017, (with minor cross-referencing updates in June 2017) to start work on the "Level 2" measures, including, for example, on the detailed disclosure requirements for prospectuses.
Following a consultation and Final Reports by ESMA (available below, for reference) the European Commission has now published:
- (29 March 2019) ESMA Final Report on Guidelines on risk factors
- (14 March 2019) a draft Regulation on 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 (Main text | Annexes 1 – 29)
- (14 March 2019) Regulatory technical standards (RTS) - 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 (2019/2663(DEA))
Final Reports - 2018 and 2019
- (29 March 2019) ESMA Final Guidelines Report on risk factors under the Prospectus.
- (28 March 2019) ESMA Final Report on technical advice on Minimum Information Content for Prospectus Exemption.
- (17 July 2018) ESMA Final Report on draft regulatory technical standards (RTS) under the Prospectus Regulation. This Final report also provides feedback on the responses received to its December 2017 consultation in relation to key financial information for the summary, data and machine readability, advertisements disseminated to retail investors, supplements and publication of a prospectus as well as the notification portal used for passporting prospectuses
- (28 March 2018) ESMA Final Report on technical advice under the Prospectus Regulation. This Final Report relates to the three consultation papers published in July 2017 | i) format and content of the prospectus (ESMA31-62-532), ii) EU Growth prospectus (ESMA31-62-649) and iii) scrutiny and approval (ESMA31-62-650).
Official documentation (PD3)
- (27 March 2019) ESMA publishes first Questions & Answers document on the Prospectus Regulation.
- (08 February 2019) ESMA publishes national thresholds below which no prospectus is required.
Consultations - 2017 and 2018
- (28 November 2018) EU Commission consults on draft Delegated Regulation on simplified prospectus. Delegated Regulation adopted by EU Commission in March 2019: adopted text and Annexes 1 – 29
- (13 July 2018) ESMA consultation on draft guidelines on risk factors under the Prospectus Regulation. (ESMA31-62-996) | Comments/Responses published on the 30 October 2018. Final Guidelines published on 29 March 2019 (section above)
- (13 July 2018) ESMA consultation on draft technical advice on minimum information content for prospectus exemption under the Prospectus Regulation. (ESMA31-62-962). Comments/Responses published on the 30 October 2018. Final report on Regulatory technical standards (RTS) published in March 2019
- (24 April 2018) EU Commission Roadmap on a simplified prospectus for companies and investors in Europe. | Deadline 22 May 2018
- (15 December 2017) ESMA consultation paper on regulatory technical standards (RTS) under the Prospectus Regulation. The further consultation covers: key financial information that should appear in the prospectus summary; data and machine readability of information to be sent to ESMA in order to provide free access to the public; advertisements for public offers or admissions to trading; instances which require the publication of a supplement to a prospectus; and publication of a prospectus. Comments by 9 March 2018.
On 20 September 2017, the European Commission published a proposal for a regulation ("Omnibus 3") which would make changes to various EU Regulations. It proposed significant changes to some key elements of Prospectus Regulation (EU) 2017/1129, including centralising approval of certain prospectuses so that ESMA would be the competent authority. The proposals proved contentious. The prospectus proposals have, however, been dropped from the "compromise text" of Omnibus 3 published on 1 April 2019.
To find related amending instruments, as listed on the consolidated versions, type the instrument number into the Eur-lex search.
|Yolanda Azanza (Madrid)||Antonio Henriquez (Madrid)|
|Daniel Badea (Bucharest)||Christian Kremer (Luxembourg)|
|Cedric Burford (Paris)||Julia Machin (London)|
|Andrew Coats (London)||Sebastian Maerker (Frankfurt)|
|Lounia Czupper (London)||Habib Motani (London)|
|Paul Deakins (London)||Grzegorz Namiotkiewicz (Warsaw)|
|David Dunnigan (London)||Vlad Petrus (Prague)|
|Filippo Emanuele (Milan)||Reiko Sakimura (Tokyo)|
|Gregor Evenkamp (Frankfurt)||Simon Sinclair (London)|
|Matt Fairclough (Hong Kong)||Jessica Walker (London)|
|Frank Graaf (Amsterdam)|