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 is requesting comments on its EU Listing Act proposal by 16 February 2023 (although the 8-week deadline will continue to move until translations of the proposal are available). 

• UK prospectus regime changes: As at end-December 2022, the UK Prospectus Regulation remains almost identical to the EEA Prospectus Regulation. That is likely to change during the course of 2023, 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 to be granted to UK regulators under the Bill (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.