EEA

• Prospectus regime: There is a standardised regime governing securities prospectuses across the European Economic Area (EEA). An issuer or offeror of securities must prepare a prospectus where an offer is made to the public in the EEA or an application is made for securities to be admitted to trading on an EEA regulated market. From 21 July 2019, the Prospective Directive regime under (2003/71/EC) was replaced in full by Regulation (EU) 2017/1129 and underlying legislation. The prospectus regime under the 2017 Prospectus Regulation is commonly referred to as "PD3".

• On-going transparency regime: In the EEA, the Transparency Directive places on-going disclosure obligations on issuers, once listed on an EEA regulated market.

UK

• Following Brexit, both EEA regimes were “onshored”, with very few changes, via the European Union (Withdrawal) Act 2018.

On the horizon

• EEA prospectus regime changes: On 7 December 2022 the European Commission published the draft EU Listing Act which proposes changes to Regulation (EU) 2017/1129. The Commission's proposal, which forms part of the EU CMU package, had been widely expected in the fourth quarter of 2022 and followed a November 2021 public consultation which closed in February 2022. The Commission requested public comments on its EU Listing Act proposal by 27 March 2023, alongside the on-going consideration by the Council of the European Union and the European Parliament. 

• UK prospectus regime changes: The UK Prospectus Regulation currently remains almost identical to the EEA Prospectus Regulation. That is likely to change during the course of the next couple of years, however, with changes to the UK prospectus regime proposed as part of the UK Government's 'Edinburgh Reforms' package announced on 9 December 2022. Proposals in the Edinburgh Reform Package build on earlier HMT and FCA consultations: 
  • HM Treasury consultation in July 2021 and outcome published in March 2022. 
  • UK FCA Primary Markets Effectiveness Review through consultation CP21/21 in July 2021 and discussion paper DP22/2 in March 2022.
  • Review on UK Secondary Capital Raising in July 2022.

Changes to the UK regime will be addressed via the UK Financial Services and Markets Bill and powers, once enacted. Many powers will be delegated by the government to the UK FCA (see our UK Financial Services and Markets Bill Topic Guide).  A high-level summary of key changes proposed to the UK prospectus regime is contained in the Clifford Chance 'UK Edinburgh Reforms – Impact on Financial Services' briefing of 20 December 2022.  More detail on the UK’s proposed prospectus regime changes can be viewed in papers published by HM Treasury in December 2022 alongside the Edinburgh Reforms announcement – and, as regards the proposed UK prospectus regime change, specifically, in the December 2022 HM Treasury Policy Note and draft, illustrative UK SI relating to public offers and admission to trading.  Separately, on 5 May 2023, the UK FCA launched a webpage outlining the FCA’s proposed approach and timetable for public engagement and consultations about the new rules which it will create when exercising the powers to be delegated to the UK FCA by the government.  On 18 May 2023, the UK FCA published four Engagement Papers on which it is seeking feedback by 29 September 2023.  The four Engagement papers are: on admission to trading on a regulated market; on further issuances of equity on regulated markets; on protected forward-looking statements; and on non-equity securities.