The European Securities and Markets Authority (ESMA) has published an updated Questions and Answers on the Prospectus Directive (PD), revising a number of current market practices and addressing a number of new issues related to the implementation of the PD.

Revised Questions – applicable from 28 January 2014

The Q&A also includes revisions of two previous Questions, which deal with:

• pro forma financial information; and

• the level of disclosure concerning price information for share offerings.

As these revised questions set out changes to current market practices, ESMA has decided to provide a phase-in period of 3 months from the publication of this document for their application. This will provide market participants sufficient time to adjust to the new approaches.

New Questions The updated Q&A addresses a number of new issues under the PD, specifically:

• the agreement of the auditor (in relation to profit estimates);

• the proportionate disclosure regime for prospectuses for rights issues; and

• the proportionate disclosure regime for rights issues and admission to trading.

The purpose of the Q&A is to provide responses to questions posed by the general public and competent authorities in relation to the practical application and proper implementation of the PD. This in turn promotes common supervisory approaches and practices in the application of the PD and its implementing measures across the 28 Member States.

Questions and Answers 2013/1537