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
  • Brexit impact
  • Background
  • Prospectus Regulation — when did it come into force?
  • Repeal of the Prospectus Directive
  • Level 2 measures under the 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
  • More...

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for Corporate lawyers?

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.

Brexit impact

The operation of the UK prospectus regime may be affected by Brexit, in particular (for the purposes of this note)

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