Transparency

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.

On Tuesday 6 June 2017, ESMA will hold a workshop on the European Single Electronic Format.  This workshop is organised in the context of Eurofiling XBRL week and is open to the interested public, free of charge.

The European Securities and Markets Authority (ESMA) is drafting a regulatory technical standard (RTS) specifying an European Single Electronic Format (ESEF) in which annual financial reports have to be prepared. ESMA published in December 2016 a Feedback Statement on its consultation that sets out the general approach and is currently working on the detailed technical specifications.

In this context, the objective of the workshop is to inform participants about the current considerations regarding the detailed technical specifications as well as to provide them with an opportunity to comment on the working draft of the regulatory extension taxonomy and the filing rules.

Target audience

This workshop is addressed to financial reporting and IT experts from filers, regulators, consulting and software firms. Considering the technical nature of the content, participants should have knowledge in XBRL/Inline XBRL.

Registration and further information

Eurofiling XBRL week is taking place in the ECB headquarters in Frankfurt. Full details are available in the Invitation, and interested parties can register at http://eurofiling.info/2017/. Registration is open until 26 May, however please note that the capacity of the meeting room is limited and ESMA therefore cannot guarantee participation.

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