Changes to Disclosure Requirements for Debt Capital Markets Transactions
On 20 July 2017 after its publication in the Official Journal on 30 June 2017, the new Prospectus Regulation ("PR3")1 entered into force. PR32 provisions will begin applying on a rolling basis, with full application from 21 July 2019. PR33 will replace the previous EU Directive 2003/71/EC (the "Prospectus Directive"). Unlike directives, regulations do not require further implementation measures by EU member states (the "Member States") to be effective4.
In this alert:
- Headline Changes
- Risk Factors (Article 16)
- Scope of "Wholesale Issuance" (Articles 1.4 and 13)
- Exemptions from the Obligation to Produce a Prospectus for an Admission to Trading - Convertible Bonds (Article 1.5(b))
- General Exemptions (Articles 1 and 3)
- Incorporation by reference (Article 19)
- Universal Registration Document (Article 9)
- Simplified Disclosure for Secondary Issuances (Article 14)
- EU Growth Prospectus (Article 15)
- The Summary – Retail Issues Only (Article 7)
- Prospectus Supplements (Article 23)
- Other Consultations
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1 See http://data.consilium.europa.eu/doc/document/ST-15574-2016-ADD-1/en/pdf
2 See http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+TA+P8-TA-2017-0110+0+DOC+PDF+V0//EN
3 The majority of the provisions will apply as from 21 July 2019 (see below for exceptions).
4 The Commission and ESMA are mandated in 24 instances to develop level 2 and 3 acts of which (i) nine mandates commission delegated acts, (ii) fourteen mandates relate to the drafting of regulatory technical standards and (iii) one mandate commissions guidelines. Consultations with ESMA regarding the various delegated acts are currently taking place, and will close on 28 September 2017.
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