Since the 21st version of the Questions and Answers (published in January 2014), a further version has been issued by ESMA (on 22 October 2014) with three new questions relating to the disclosures required in prospectus summaries. Additionally, answers to two other questions concerned with summaries have been updated in this version.
New Questions
Question 93: In cases where the relevant Prospectus Regulation annexes do not require selected financial information to be disclosed in the prospectus, how should the selected historical key financial information required to be disclosed in the prospectus summary be presented? ESMA states that it should be taken from the financial information required under the relevant annex to be disclosed in the prospectus itself.
Question 94: What is the minimum information required to be disclosed in the Risks section of the prospectus summary? ESMA has stated that only the risks considered key by the issuer should be included in the Risks section of the summary and therefore not all the risks included in the risks factor section of the prospectus itself need to be included in the summary. The key risks disclosure required should enable investors to distinguish the origin, nature and, if possible, ramifications of the risk in the context of the issuer.
Question 95: Can a summary relating to an individual securities issue incorporate further information for which there is neither an option nor placeholder in the earlier summary in the base prospectus? ESMA has stated that this is not possible.
Revised Answers
Question 82: How should a summary be prepared in relation to proportionate disclosure regimes ("PDRs") (i.e., the reduced prospectus disclosure allowed in the case of rights issues and certain SME issuers)? The answer now clarifies that the Regulation's prospectus summary requirements apply to the various PDRs and indicates the summary requirements applicable to the relevant PDR annexes.
Question 91: What are the permissible formats for the individual summary relating to several securities? ESMA has clarified what "differing only in some limited details" means; it says that an individual summary relating to several securities is permitted provided that the securities differ only in "some limited details".
A copy of version 22 of ESMA's Q&A on prospectuses is available at:
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