On April 15th 2014 Commission Delegated Regulation (EU) No. 382/2014 supplementing Directive 2003/71/EC with regard to regulatory technical standards for publication of supplements to prospectuses (the "Delegated Regulation") was published in the Official Journal of the European Union.
This Delegated Regulation specifies the minimum situations where the publication of a supplement is mandatory.
Some of the specified situations relate only to issuers of equity securities or issuers of underlying shares in case of depositary receipts, in particular:
1. where new annual audited financial statements are published;
2. where an amendment to a profit forecast or a profit estimate already included in the prospectus is published;
3. where there is a change in control;
4 where there is any new public takeover bid by third parties and the outcome of any public takeover bid.
In addition, the following situations (which are not restricted to issuers of equity securities or issuers of underlying shares in case of depositary receipts) require the publication of a supplement:
1. where there is a change in the working capital statement included in a prospectus when the working capital becomes sufficient or insufficient for the issuer's present requirements;
2. where an issuer is seeking admission to trading on an additional regulated market in an additional Member State or is intending to make an offer to the public in an additional Member State other than the one(s) provided for in the prospectus;
3. where a significant financial commitment is undertaken which is likely to give rise to a "significant gross change";
4. where the aggregate nominal amount of the offering programme is increased.
The Delegated Regulation entered into force on May 5th 2014.
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.
