The Prospectus Regulation—is a prospectus required?
The Prospectus Regulation—is a prospectus required?

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

  • The Prospectus Regulation—is a prospectus required?
  • Background to the Prospectus Regulation
  • Offer of securities to the public and admission to trading on a regulated market
  • Exemptions from PR requirements
  • Resale of securities
  • Voluntary prospectus
  • Single passport regime
  • Listing debt securities outside the PR prospectus requirements

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

Regulation (EU) 2017/1129 (the Prospectus Regulation or PR) was published in the Official Journal of the EU on 30 June 2017. The PR is a product of the European Commission’s Capital Markets Union (CMU) project and replaces the EU prospectus regime established by the Prospectus Directive 2003/71/EC (the PD).

The Prospectus Regulation came into force