The Prospectus Regulation—is a prospectus required?

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

  • The Prospectus Regulation—is a prospectus required?
  • Background to the EU Prospectus Regulation
  • Brexit—onshoring of the EU Prospectus Regulation
  • Offer of securities to the public and admission to trading on a regulated market
  • Exemptions from prospectus requirements
  • Securities to which the prospectus requirements do not apply
  • Monetary amount exemptions
  • Exempt offers to the public
  • Exempt admission to trading on a regulated market
  • Resale of securities
  • More...

The Prospectus Regulation—is a prospectus required?

In each section of this Practice Note, links are given to the relevant provisions of EU and/or UK legislation, as applicable, and significant divergence between EU and UK legislation is indicated.

Background to the EU Prospectus Regulation

Regulation (EU) 2017/1129 (OJ L 168, 30.6.2017, p. 12) (the EU Prospectus Regulation) was published in the Official Journal of the EU on 30 June 2017. The EU Prospectus Regulation is a product of the European Commission’s Capital Markets Union (CMU) project.

The EU Prospectus Regulation came into force on 20 July 2017— although it applies from 21 July 2019 apart from a few provisions which apply earlier.

Regulation (EU) 2019/2115 (the SME Growth Markets Regulation) makes amendments to the Prospectus Regulation, including amendments to the simplified disclosure regime for secondary issuances under Article 14 of the EU Prospectus Regulation and the issuers eligible to draw up an EU Growth prospectus under Article 15 of the EU Prospectus Regulation.

Brexit—onshoring of the EU Prospectus Regulation

HM Treasury established a process under the European Union (Withdrawal) Act 2018 (EU(W)A 2018) for domesticating EU law to ensure legal continuity following the UK’s exit from the EU. EU(W)A 2018 was subsequently amended by the European Union (Withdrawal Agreement) Act 2020 (EU(WA)A 2020), which makes provision for the ratification and implementation in domestic law of the Withdrawal Agreement between the UK and

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