On 6 July 2017, ESMA announced that it was publishing three consultation papers on the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation"). The consultation papers contain draft technical advice on:

  • Format and content of the prospectus: ESMA includes proposals to reduce the burden and cost on issuers where securities are offered to the public or admitted to trading on a regulated market. This includes removing the requirement for a report by auditors or independent accountants on profit forecasts. ESMA has also developed draft requirements for the new universal registration document.
  • The EU Growth prospectus: ESMA includes technical advice relating to the format and content of the small and medium enterprises ("SME")  focused EU Growth prospectus. The consultation paper aims to ensure a proportionate disclosure regime for SMEs in relation to their size and the complexity of their operations. The consultation paper proposes:

    • a standardised format and sequence of the registration document and the securities note;
    • content requirements for the registration document and securities note; and
    • format and content of the summary.
  • Scrutiny and approval of the prospectus: ESMA sought views on its draft technical advice to the European Commission ("Commission") on the scrutiny and approval of the prospectus. The consultation paper proposes:

    • a standard criteria for scrutiny of the prospectus which focuses on the completeness, comprehensibility and consistency of the prospectus. It goes on to suggest that, beyond that, national competent authorities should be given greater flexibility. ESMA also proposes to apply the general scrutiny criteria to the new universal registration document;
    • new approval and filing procedures for both market participants and national competent authorities, largely based on the existing provisions of the Omnibus II Regulation.

All three consultations closed on 28 September 2017, and ESMA will deliver the technical advice to the European Commission by 31 March 2018.

The consultation papers can be accessed here: Format and content of a prospectus:

The EU Growth prospectus:

Scrutiny and approval of the prospectus:

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.