ESMA_QA_2576
Topic
Publication of prospectus
19/06/2025
Subject Matter
The calculation of offers of warrants and/or units consisting of warrants and shares in relation to exemptions from the prospectus obligation in the Prospectus Regulation.
Question
1. Member State incorporated exemptions in accordance with Article 3(2) item (b) of the Prospectus Regulation. Should a rule, incorporated by a Member State in accordance with Article 3(2) item (b) of the Prospectus Regulation, granting an exemption from the prospectus obligation be interpreted so that the “total consideration” of an offer of warrants only includes the consideration paid in conjunction with the initial offer, and not the strike price of the underlying securities?;

2. Offers of warrants as a part of units. How should the phrase “total consideration” be interpreted in relation to offers of units consisting of shares (offered against consideration) and warrants (offered free of charge)? Should the “total consideration” only include the consideration for the shares and thus exclude the strike price of the underlying securities?; and

3. The warrants’ exercise period. Does the date of the occurrence of the warrants’ exercise period, in relation to the date of the initial offer, affect this interpretation and how the calculation of the “total consideration” is to be conducted? Specifically, does it have an impact on how the calculation is to be conducted if the exercise period occurs within the 12-month period? Is there any difference in how you should perform the calculation if the exercise period occurs within either 3, 6, 9 or 12 months from the date of the initial offer? Does it make any difference whether the warrants are offered in the form of a unit?
Level 1 Regulation
Prospectus Regulation 2017/1129
ESMA_QA_2575
Topic
Disclosures
18/06/2025
Subject Matter
Updates of notification letters for the cross-border marketing of UCITS
Question
When, pursuant to Article 93(8) of Directive 2009/65/EC, a UCITS gives written notice to the competent authorities of both the UCITS home Member State and the UCITS host Member States, of a change to the information in the notification letter submitted in accordance with Article 93(1) of Directive 2009/65/EC, or a change regarding share classes to be marketed, should the documents referred to in Article 93(2) of Directive 2009/65/EC be included?
Level 1 Regulation
Undertakings for Collective Investment in Transferable Securities Directive (UCITS) Directive 2009/65/EC
ESMA_QA_2570
Topic
Leverage
16/06/2025
Subject Matter
Article 9 financial products
Question
Further to joint SFDR Q&A V.1, can the European Commission specify for financial products disclosing under Article 9 SFDR what investments count as “investments for certain specific purposes such as hedging and liquidity”, including whether investments in Money Market Funds (MMFs) count as such investments?
Level 1 Regulation
Regulation (EU) 2019/2088 - Sustainable Finance Disclosure Regulation (SFDR)
ESMA_QA_2569
Topic
Disclosures
16/06/2025
Subject Matter
Status of PAI consideration under Article 7 SFDR as a promotion of an environmental/social characteristic under Article 8 SFDR
Question
Does the disclosure of the consideration of principal adverse impacts of investment decisions on sustainability factors under Article 7(1) SFDR automatically qualify as the promotion of an environmental or social characteristic under Article 8 SFDR?
Level 1 Regulation
Regulation (EU) 2019/2088 - Sustainable Finance Disclosure Regulation (SFDR)
ESMA_QA_2568
Topic
AIFMD scope
16/06/2025
Subject Matter
Financial products’ PAI disclosures
Question
What financial product disclosures are required from a non-EU AIF where it is only marketed outside the EU by either (1) an EU AIFM or (2) non-EU AIFM? Would a non-EU or EU AIFM acting as a delegated portfolio manager for the non-EU AIF make any difference in either scenario?
Level 1 Regulation
Regulation (EU) 2019/2088 - Sustainable Finance Disclosure Regulation (SFDR)