26 September 2014

ESMA consults on prospectus related issues

The proposed draft RTS addresses four topics within the prospectuses regime:

• Procedures for approval of prospectuses. The draft RTS outlines the manner in which to submit requests for prospectus approval to the competent authority, procedures for submitting information in connection with the first draft of the prospectus, rules for communication regarding subsequent versions of the prospectus as well as requirements concerning submission of the final version for approval;
• Information which may be incorporated into prospectuses by reference. The draft RTS establishes an exhaustive list of information which complies with the conditions for incorporation by reference set out in Article 11(1) of the Prospectus Directive;
• Publication of prospectuses. The draft RTS addresses issues of availability to potential investors in terms of accessing prospectuses on websites and publication of final terms to base prospectuses and information incorporated by reference and requires issuers, offerors and persons asking for admission to trading on a regulated market to provide competent authorities with a hyperlink to the prospectus for minimum 12 months when competent authorities have decided to publish a list of approved prospectuses along with hyperlinks to such under Article 14(4) of the Prospectus Directive; and
• Dissemination of information relating to offers to the public and admissions to trading on a regulated market outside the prospectus, including advertisements. The draft RTS sets out a list of categories of dissemination of advertisements, clarifies that inaccurate or misleading advertisements must be amended and specifies what is to be understood by the requirement in the Prospectus Directive’s Article 15(4) that the content of information disclosed about an offer or admission to trading outside the prospectus is to be consistent with information in the prospectus.

The consultation is open for feedback until 19 December 2014. All contributions should be submitted online. ESMA is required to submit the draft RTS to the European Commission by 1 July 2015.

Press release

Full consultation paper

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