ESMA Q&A (27-MAR-19) ON THE PROSPECTUS REGULATION

The Q&A focusses on questions around grandfathering, Registration Documents and Supplements – here’s a quick summary of some key points:

  • Registration Documents approved under the current Prospectus Directive (PD) cannot be used in prospectuses post-July. Information from a PD Registration Document can however be incorporated by reference into a new prospectus, but the information is likely to require changes to comply with the new regime. Issuers are warned to ensure that this approach does not endanger comprehensibility of the prospectus as a whole
  • It will not be possible to supplement a Registration Document that was approved under the PD, once the Prospectus Regulation comes into force (i.e. no grandfathering is available for Registration Documents). A new Prospectus Regulation-compliant Registration Document will therefore be required for any post-July standalone issuances
  • Once a Registration Document forms part of a prospectus (i.e. is combined with Securities Note information), any updates will need to be via a Supplement to both the Registration Document and the prospectus as a whole. A key point to note is that the Supplements should be contained in a single document. This makes sense where the approving regulator is the same for both the Registration Document and the Prospectus, but where the Registration Document has been passported for use in a prospectus approved by a different regulator, it seems that two approvals will be required for one single document. Some clarification will be needed as to how this will work in practice. Issuers may also need to change their internal processes to accommodate the need to supplement the Registration Document and Securities Notes together as these documents may not currently be produced by the same teams within the issuer.

Read the full report on ESMA’s website here.

Please contact us if you would like to find out how we can help you manage your programme and prospectus updates efficiently with respect to the Prospectus Regulation.