Corporate Disclosure

The European Securities and Markets Authority (ESMA) welcomes the European Commission’s proposal to update the non-binding Guidelines on non-financial reporting with the introduction of a specific supplement addressing climate-related disclosures. ESMA takes the opportunity to make some recommendations on how the Guidelines can be further developed to promote higher quality disclosures.

ESMA, building on the enforcement experience of non-financial statements, highlights some areas for improvement relating to the Non-Financial Reporting Directive (NFRD). In its view without an increase in the specificity of the requirements in the NFRD, any amendment to the Guidelines, even if helpful, is unlikely to result in a significant shift towards more consistent and enforceable non-financial reporting.

Next steps

ESMA and European enforcers will continue to focus on the application of the NFRD and the related Guidelines when assessing the non-financial reporting by issuers in 2019.  Further details about ESMA’s enforcement activities will be published in the 2018 Report on enforcement and regulatory activity of European accounting enforcers.

The European Securities and Markets Authority (ESMA) has published today a document listing the thresholds below which an offer of securities to the public does not need a prospectus in the various Member States of the European Union (EU). 

ESMA has drawn up this document to create transparency around the regimes adopted across the EU.

The Prospectus Regulation introduces a new threshold below which an offer does not require a prospectus. This threshold is one million Euros. Member States may decide to raise that threshold to a maximum of eight million Euros provided that an offer will not be passported to another Member State.

ESMA’s document contains information provided by national competent authorities setting out:

  • 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.

Next steps

When ESMA receives notifications from Member States that information reflected in the document has changed, the document will be updated and republished on ESMA’s website. However, there may be a small delay in making such updates. If any discrepancy is identified between the information in the document and legislation or rules published nationally, priority should therefore be given to the latter.

The European Securities and Markets Authority (ESMA) has issued today three Questions and Answers (Q&As) regarding the Prospectus Directive (PD) and the Transparency Directive (TD). 

The Q&As clarify the application of certain provisions in these Directives in case the UK withdraws from the European Union (EU) on 29 March 2019 with no withdrawal agreement in place (no-deal Brexit). These Q&As will only apply in case of a no-deal Brexit.

The Q&As provide the following clarifications in the event of a no-deal Brexit:

  • When issuers of equity securities and non-equity securities below 1,000 EUR who currently have the UK as their PD home Member State choose a new home Member State, they should choose between the EU27 Member States / EEA EFTA States in which they have activities after 29 March 2019 (either offers/admissions made after the withdrawal or admissions made before the withdrawal which continue after the withdrawal).
  • Issuers admitted to trading on a regulated market within EU27 / EEA EFTA who currently have the UK as their TD home Member State should choose and disclose their new home Member State without delay following 29 March 2019.
  • As the UK will be a third country, prospectuses and supplements approved by the UK FCA before 29 March 2019 cannot be used in EU27 / EEA EFTA after a no-deal Brexit.

The purpose of the Q&As is to promote common supervisory approaches and practices in the application of the PD and TD in case of a no-deal Brexit.

Background

The PD 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 the EU / EEA EFTA. 

The TD aims to ensure transparency of information about issuers whose securities are admitted to trading on a regulated market through a regular flow of disclosure of periodic and on-going information and the dissemination of such information to the public.