Prospectus
The EU prospectus regime harmonises requirements for the drafting, approval, and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State.
The regime is designed to reinforce investor protection by ensuring that all prospectuses, wherever drawn up in the EU, provide clear and comprehensive information while at the same time making it easier for companies to raise capital throughout the EU on the basis of approval from a competent authority.
Within these objectives, ESMA’s work in the prospectus area aims to:
- promote a practical and efficient implementation of the prospectus regime;
- contribute to a consistent application of the regime across the EU by building a common supervisory culture among competent authorities; and
- ensure an adequate balance between an investor’s need for information and burdens on issuers to provide such information.
The Prospectus Regulation empowers ESMA to develop regulatory technical standards and implementing technical standards. Furthermore, the European Commission may request ESMA to provide technical advice for the adoption of Commission delegated acts.
ESMA also works to ensure supervisory convergence in this area by making use of a number of tools such as Q&As and guidelines
Legislation and final reports
- Regulation (EU) 2017/1129 of the European Parliament and of the Council
- Commission Delegated Regulation (EU) 2019/980
- Final Report Technical advice under the Prospectus Regulation
The Final Report contains ESMA’s technical advice in relation to: (a) the format and content of the prospectus, base prospectus and final terms; (b) the content, format and sequence of the EU Growth prospectus; and (c) the scrutiny and approval of prospectuses, their constituent parts and the filing and review of the universal registration document.
- Commission Delegated Regulation (EU) 2019/979
- Final Report Draft Regulatory technical standards under the Prospectus Regulation
The Final Report contains ESMA’s draft RTS covering the content of key financial information for the prospectus summary, the data for classification of prospectuses and the practical arrangements to ensure that such data is machine readable. In addition, it contains provisions concerning advertisements and situations where a supplement to a prospectus is required as well as requirements concerning the publication of prospectuses and the technical arrangements for the functioning of the notification portal to be established by ESMA.
The Final Report contains ESMA’s technical advice on the minimum information content of documents describing a merger, division or takeover which is necessary to satisfy the exemption from the obligation to publish a prospectus.
Guidelines and final reports
- Guidelines on Risk factors under the Prospectus Regulation
- Compliance table on Risk factors under the Prospectus Regulation
The Guidelines on risk factors which are applicable as of 04/12/2019 and have been translated into all official EU languages. The Guidelines should assist competent authorities in their review of the specificity and materiality of risk factors and of the presentation of risk factors across categories depending on their nature.
The Final Report contains a final version of the Guidelines which ESMA delivered pursuant to Article 16(4) of the Prospectus Regulation. Additionally, the Final Report contains a summary of the feedback to the Consultation Paper which contained draft guidelines on risk factors.
- Guidelines on disclosure requirements under the Prospectus Regulation
- Compliance table on disclosure requirements under the Prospectus Regulation
- Final Report ESMA Guidelines on disclosure requirements under the Prospectus Regulation
The Final Report contains a final version of the Guidelines on disclosure requirements under the Prospectus Regulation. Additionally, the Final Report contains a summary of the feedback to the Consultation Paper which contained draft guidelines on prospectus disclosure requirements.
The aim of the Guidelines is to ensure uniform understanding with respect to various Annex items in Commission Delegated Regulation 2019/980. The Guidelines for the most part update the CESR recommendations. However, certain CESR Recommendations were not carried over, e.g. the CESR Recommendations on specialist issuers. ESMA is currently considering how to approach the topic of specialist issuers and plans to address those recommendations in the future.
The Guidelines on disclosure requirements under the Prospectus Regulation largely replace the CESR Recommendations, however, these recommendations still apply to ‘specialist issuers’. For more information please see Final Report ESMA Guidelines on disclosure requirements under the Prospectus Regulation.
Peer review
In Article 20(13) of the Prospectus Regulation, ESMA was instructed to undertake a Peer review of the scrutiny and approval procedures of competent authorities, including notifications of approval between competent authorities. Article 20(13) also required the Peer review to assess the impact of different approaches regarding scrutiny and approval between competent authorities on issuers’ ability to raise capital in the Union.
This report contains the findings and recommendations of the Peer review.
Questions and answers
The purpose of the Q&A document is to promote common supervisory approaches and practices in the application of the PR. This is achieved by providing responses to questions received by the public, financial market participants, competent authorities and other stakeholders in relation to the practical application of the PR.
The purpose of this Q&A document was to promote common supervisory approaches and practices under the PD. Due to the transition from the PD to the PR, ESMA has endeavoured to revise this PD Q&A document. However, certain Q&As which have not yet been fully revised may still be relevant in in the context of the PR regime. ESMA published Q&A 2.1. to explain which Q&As are still applicable.
Statistical reports
Prospectus Activity Reports
ESMA publishes annual statistical data related to EEA prospectus activity in order to provide information about trends within the prospectus area, e.g. in terms of general approval and passporting activity, as well as the structure of approved prospectuses and the types of securities they cover.
- 2023 Report (2022 data)
- 2022 Report (2021 data)
- 2021 Report (2020 data)
- 2020 Report (2019 data)
- 2019 Report (2018 data)
- older reports
Other
ESMA supports the Environmental, Social and Governance (ESG) transition by focussing on the effectiveness and integrity of ESG markets. As part of this work, ESMA is monitoring the sustainability-related disclosure provided in prospectuses and issued this statement to underline the relevant requirements concerning both equity and non-equity securities.
The purpose of the Statement is to alert stakeholders to the European Commission’s FAQs, which outline the legal basis upon which a national competent authority (NCA) can refuse to approve a prospectus. It also aims to raise awareness of the fact that NCAs may ascertain issuers’ compliance with EU sanctions legislation when submitting prospectuses.
This document contains: a short description of the national thresholds below which no prospectus is required, a summary of any national rules which apply to offers below that threshold and hyperlinks to the relevant national legislation and rules.
This document contains a list of the languages accepted for scrutiny of prospectuses and the translation of summaries.
This document sets out ESMA’s expectations on how issuers should satisfy the disclosure requirements from the Prospectus Regulation and also contains some investor protection considerations.