ESMA UPDATES ITS Q&As RELATING TO THE PROSPECTUS REGULATION

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

  • The number of additional pages that can be included in a summary where there is more than one guarantor.
  • The number of additional pages that can be included in a summary relating to several securities, as per Article 7(7) of the PR.

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 last updated on 4 December 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.

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.

As part of the implementation of the provisions applicable to Q&As in Article 16b in the ESMA Regulation (OJ, 27.12.2019), ESMA is setting up a web-based tool to facilitate the submission of questions and the publication of questions received as well as answers to admissible questions. Stakeholders are invited to submit their questions via this tool and to monitor the tool for information under consideration. 

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