18 May 2015

EuropeanIssuers response to the EC consultation on review of the prospectus directive

Over the years, financial regulation has become extremely complex. As a result the costs to companies are increasingly higher and they have not been as well served by European capital markets. This has a negative impact on all quoted companies that have market capitalisations ranging from many billions of euros to a few million euros. Regulation is thus not designed for the needs of all the approximately 10,000 listed companies across Europe.

This also applies to the Prospectus Directive, where EuropeanIssuers believe the changes proposed to make the time and costs of publication of such documents more proportionate for smaller companies during the last review were insufficient to achieve this purpose, and that further changes are required. Moreover, EuropeanIssuers believe that the Prospectus Directive should also be revised with respect to requirements applicable to large companies.

Their key recommendations are:

• Introducing the concept of an IPO and Secondary Public Offer in the Prospectus Directive;
• Creating a Proportionate Prospectus for Secondary Public Offers on regulated markets;
• Ensuring that the Proportionate Prospectus for Secondary Offers applies to all types of secondary public offers;
• Alleviating provisions regarding incorporation by reference and the supplement to the prospectus;
• Addressing the process of the national competent authority approving a prospectus;
• Increasing the thresholds under which a prospectus does not have to be produced;
• Creating a specific prospectus regime for SME Growth Markets;
• Relying on the web portal interconnected with national mechanisms instead of creating a single data base.

Press release

Full response

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