The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime
  • Background
  • EU Prospectus Regulation — when did it come into force?
  • Repeal of the Prospectus Directive
  • Level 2 measures under the EU Prospectus Regulation
  • Key changes in comparison to the Prospectus Directive
  • Minimum issuance thresholds where a prospectus is required for an offer to the public
  • Minimum issuance thresholds where a prospectus is required for an admission to trading on a regulated market
  • General disclosure standard
  • Specific disclosure requirements
  • More...

This Practice Note provides an overview of the implementation of the EU Prospectus Regulation and the key changes introduced by it compared to the previous regime under the Prospectus Directive. It states the law as at 21 July 2019 under the EU Prospectus Regulation (as amended by the SME Growth Markets Regulation (EU) 2019/2115) and has been retained for reference purposes.

The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019. It regulates when a prospectus is required for an offer of securities to the public in the EU or when securities are admitted to trading on an EU regulated market and lays down requirements for the contents, approval and distribution of that prospectus. The Prospectus Regulation aims to improve and simplify access to the capital markets in a cost-effective way, especially for small and medium-sized entities (SMEs). It provides for a fast track prospectus approval process for frequent issuers and a reduced disclosure regime and more flexible regulatory framework for secondary issuers and SMEs.

Background

The EU Prospectus Regulation has its roots in the Capital Markets Union (CMU), which is a major initiative launched by the European Commission designed to tackle fragmentation and market inefficiencies. One of the CMU’s key objectives is to improve access to funding for business, including

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