Feedback on the Commission’s Draft Delegated Regulation on the Prospectus Regulation

Created: 4 February 2019

On 20 July 2017, the Prospectus Regulation entered into force and required the European Commission to adopt delegated acts in several areas. In accordance with its mandate, the Commission has published its draft delegated regulation relating to the format, content, scrutiny and approval of prospectuses, after receiving ESMA’s Technical Advice, for public consultation. FESE welcomes the majority of the Commission’s proposed amendments to the Prospectus Regulation, many of which we believe will deliver a more proportionate disclosure regime for issuers and a more useful document for investors. However, ahead of the Commission’s final delegated regulation proposal, FESE believes that there are some outstanding points on which we would welcome further consideration. These points are the following:

A. The Format and Content of the Prospectus

  • Clarification that derivative contracts are outside the scope of the Regulation (Annex 1)
  • Disclosure of secondary issuances (Annex 3, 8, 12 & 15)
  • Disclosure of collective investment undertakings of the closed-end type registration document (Annex 4)
  • Disclosure of derivative securities building blocks (Annex 16)

B. The EU Growth Prospectus

  • Disclosure of unaudited profit forecasts (Annex 23)
  • Additional recommendations on the EU Growth Securities Note (Annex 25)

Read the full position here :