In July 2019, ESMA updated its Questions and Answers on the Prospectus Regulation (the “PR Q&A”) relating to Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”).
This new version of the PR Q&A is divided into separate subject matters as follows:
- Grandfathering/Implementation of the Prospectus Regulation
- Status of Level 3 guidance following the transition from the PD to the PR
- Updating information in an RD or URD
- Public offer
- Incorporation by reference
- Home Member State
- Financial Information
- Responsibility for a prospectus
- Final terms/base prospectus
- Derivatives, indices, underlyings & related disclosure
ESMA will continue to publish Questions and Answers on Prospectuses in relation to Directive 2003/71/EC (the “PD Q&A”) for so long as prospectuses which have been approved under that directive continue to be valid (July 2020).
ESMA will continue to analyse the PD Q&A and either update them and carry the amended version of them forward to the PR Q&A or not carry them forward. ESMA has already opted not to carry forward 28 Q&As from the PD Q&A to the PR Q&A. ESMA reasoned that, where the Prospectus Regulation sufficiently clarifies an issue or ESMA considers that the market is already aware of how a particular issue should be addressed, there is no need for further clarification in the PR Q&A.