The Prospectus Regulation—essentials
The Prospectus Regulation—essentials

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • The Prospectus Regulation—essentials
  • Background to the Prospectus Regulation
  • What is the Prospectus Regulation?
  • Overview of main provisions
  • The prospectus
  • The prospectus summary
  • The base prospectus
  • Universal registration document
  • Validity of a prospectus, registration document and universal registration document
  • Simplified disclosure regime for secondary issuances
  • more

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), but the UK must continue to adhere to its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement. For further reading, see: Brexit—introduction to the Withdrawal Agreement. This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—key issues for debt capital markets transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

Background to the Prospectus Regulation

In 2003 the Prospectus Directive 2003/71/EC (the PD) was adopted and implemented into national law across the European Economic Area (EEA) in 2005. This was subsequently revised in 2009 through Commission Regulation (EC) 809/2004 (the PD Regulation). The prospectus regime aimed to ‘ensure investor protection and market efficiency, in accordance with high regulatory standards