ESMA UPDATE TO ITS Q&As FOR PROSPECTUS REGULATION (04-DEC-19)

  • ESMA have clarified a key area of uncertainty in the Prospectus Regulation, via a new Q&A published on 4 December (available here).
  • Q&A 13.2 states that it is not possible to include a pro forma or template for the issue-specific summary within a base prospectus.
  • ESMA rely on Article 8(8), which states that a summary can only be drawn up once the final terms are filed, which can only occur after a base prospectus has already been approved without those terms included. They also cite Recital 37, which states that a summary shall only be drawn up for a specific issuance, in order to reduce administrative effort.

Whilst this is a departure from the previous position under the Prospectus Directive, it provides welcome clarification and comfort that National Competent Authorities will take a consistent approach. However it does remove the comfort that the template summary has been pre-approved by the competent authority, and leaves an open question as to whether regulators will raise ad hoc comments on issue-specific summaries after they have been filed.

Click here for the full ESMA statement.