The following example provides an illustration of what is meant by “such shorter period as the issuer has been in operation”:

A company was incorporated in February 2026 and has been in operation since June 2026. The company submits a prospectus for approval at the end of January 2028.

Due to the timing of events, the company will not have audited historical financial information for a whole financial year and will therefore need to cover the “shorter period as the issuer has been in operation”. 

In this example, the company should present audited financial information for the short period covering February-December 2026 or June-December 2026 and unaudited interim financial information for the first half-year of 2027¹.²  

The audited historical financial information prepared by the issuer for the period covering February-December 2026 or June-December 2026 would be considered as covering the “shorter period as the issuer has been in operation”. (Updated answer 09/09/2026)

^{Footnote ** (see double asterisk in subject matter): Please note that this clarification provided in relation to item 6.1.1 of Annex 1 is also relevant to other annexes containing a similar requirement.} 

^{1. Interim financial information would be provided in accordance with item 6.2.1 of Annex I.}

^{2. The assumption in this example is that the company’s full year financial period is from 1 January to 31 December.}

28/01/2021

Subject Matter: Item 18.1.1 of Annex 1  Commission Delegated Regulation 2019/980: clarifying the meaning of “or such shorter period as the issuer has been in operation”

Question: What is meant by “or such shorter period as the issuer has been in operation” in item 18.1.1 of Annex 1?

Answer:

[ESMA 31-61-1258 Prospectus Q&A 7.4a]

The following example provides an illustration of what is meant by “such shorter period as the issuer has been in operation”:

A company was incorporated in February 2019 and has been in operation since June 2019. The company submits a prospectus for approval at the end of January 2021.

Due to the timing of events, the company won’t have audited historical financial information for a whole financial year and will therefore need to cover the “shorter period as the issuer has been in operation”.

In this example, the company should present audited financial information for the short period covering February-December 2019 or June-December 2019 and unaudited interim financial information for the first half-year of 2020^[1].^[2]  

The audited historical financial information prepared by the issuer for the period covering February-December 2019 or June-December 2019 would be considered as covering the “shorter period as the issuer has been in operation”.