The European Securities and Markets Authority (ESMA) has today updated its Questions and Answers on the Prospectus Regulation with two new Q&As.  

The two Q&As provide clarification on the following issues in relation to the Prospectus Regulation:

  • The inclusion of pro-forma summaries in base prospectuses.
  • The application of prospectus disclosure annexes where securities do not fall neatly within a specific disclosure regime.

The purpose of these Q&As is to promote common supervisory approaches and practices in the application of prospectus supervision. They aim to provide market parties with guidance as to how national competent authorities will interpret the Prospectus Regulation.

The purpose of the Prospectus Regulation is to provide a harmonised disclosure framework in respect of offers of securities to the public or admission of securities to trading on a regulated market. This should remove asymmetries of information between issuers and improve investor protection.

Next steps:

These Q&As have been added to ESMA’s prospectus Q&A document (ESMA/2019/ESMA31-62-1258) which was first published on 27 March 2019 and updated on 12 July 2019.

ESMA’s ongoing prospectus Q&A work consists of a dual initiative of developing Q&As which address issues that have emerged solely since the introduction of the Prospectus Regulation and of revising Q&As previously issued in respect of the Prospectus Directive that are still of added value under the Prospectus Regulation.

All Q&As currently being prepared are for inclusion in the new prospectus Q&A document, as this is the document which will serve both NCAs and the market going-forward under the Prospectus Regulation regime.

ESMA will continue to publish the existing Q&As relating to the Prospectus Directive (ESMA31-62-780) during the period in which prospectuses that have been approved under the Prospectus Directive may continue to be valid, which is until 21 July 2020. After this period, those Q&As will no longer apply.

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