Since the introduction of the Listing Act, which allows for the future incorporation of annual or interim financial information by reference, there has been uncertainty regarding the requirement to prepare a supplement.
ESMA has now clarified in newly released Q&As that issuers are not required to produce a supplement in these circumstances. According to Q&A 2259, the obligation to produce a supplement under Article 23 of the Prospectus Regulation does not apply to new annual or interim financial information when it is incorporated by reference under Article 19(1b). We expect this clarity will be welcomed by Issuers.
Additionally, ESMA has stated in the Q&As that for base prospectuses in separate or standalone tripartite form, the incorporation by reference of future financials must be included in the registration document.
Issuers must also include a hyperlink to where the new financial information will be available. We have seen Issuers adopting this approach to date.
For more information on any of the above, please see our contact information as follows: Stock Exchange Listings and Fund Registration Services
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
