On 5 April 2017, the European Parliament voted to adopt the Commission's proposed new Prospectus Regulation, which repeals and replaces the existing Prospectus Directive (2003/71/EC) and the existing Prospectus Regulation (809/2004).
We covered in detail the Commission's proposal for the new Prospectus Regulation in our publication of February 2016, here:
Some of the key changes include:
- Increasing the upper limit for the total consideration for offers that may be exempt from the prospectus regime from €5 million to €8 million.
- A restriction on combining over a 12-month period the two prospectus exemptions with respect to the admission of securities to trading on a regulated market and relating to (i) shares that represent less than 20% of securities of the same class already admitted to trading, and (ii) shares resulting from the conversion or exchange of other securities.
- Certain changes to the risk factors section of the prospectus, including a requirement to rank each risk factor by materiality in each category.
- Reducing the maximum permitted length of the summary from 15 to 7 sides of A4.
The new regulation will apply from two years after it enters into force (which follows its publication in the Official Journal), although certain provisions will apply from one year after it enters into force.
The full text of the Parliament's adopted text is available on the Parliament's website at the link below, pending its publication in the Official Journal:
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.
