1. On 21 July 2019, the old EU Prospectus Directive (and its implementing regulations) was fully repealed and replaced by the new EU Prospectus Regulation. Unlike the Directive, which needed to be transposed by all EU Member States, the Regulation has direct effect in all EU Member States without the need for additional national implementing acts, save for certain provisions related to, among others, the scope and exemption of the new regime, the designation of competent authorities, their powers, and the sanctioning regime.
2. The fundamental distinction between wholesale versus retail was preserved but this distinction was extended.
3. The requirements for the prospectus summary were revised but remain highly prescriptive. Prospectus summaries require to be a maximum of 7 sides of A4-sized paper, when printed, and the content must be accurate, fair, clear and not misleading.
4. The requirements for risk factors were also revised. Risk factors need to be presented in a limited number of categories and, within each category, be presented in order of priority.
5. Two new types of documents were created: The first, known as the "Universal Registration Document" (URD), aiming to accelerate the prospectus approval process for frequent issuers; the other, known as the "EU Growth prospectus", aiming to facilitate access to financing on capital markets, in particular, for SMEs in the European Union.
6. A simplified disclosure regime for secondary issuances allows issuers - under certain conditions - to draw up a simplified prospectus (e.g. issuers whose securities have been admitted to trading on a regulated market continuously for at least the last 18 months and that issue securities fungible with existing securities which have been previously issued).
7. Annexes setting out the content of the prospectus have been amended and reorganised.
8. Paper copies are no longer required (unless requested by an investor). The publication of a prospectus on the following websites is accepted:
9. The approved prospectus shall remain publicly available, in electronic form, for at least 10 years after its publication on any of the above websites.
10. The sanctioning regime was revised.
The section below lists the underlying EU legal and non-legal texts
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, and repealing Directive 2003/71/ECAvailable here
Commission Delegated Regulation (EU) 2019/980, of 14 March 2019, supplementing Regulation (EU) 2017/1129 as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004Available here
Commission Delegated Regulation (EU) 2019/979, of 14 March 2019, supplementing Regulation (EU) 2017/1129 with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) 382/2014 and Commission Delegated Regulation (EU) 2016/301Available here
NEW: ESMA Questions and Answers on the Prospectus Regulation – 4 December 2019Available here
ESMA Guidelines on risk factors under the Prospectus Regulation – 1 October 2019Available here
ESMA update of the CESR recommendations – The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive – 20 March 2013Available here
1. Part II of the New Prospectus Act – Implementing the new EU Prospectus Regulation
2. Part III of the New Prospectus Act – Offers to the public and admissions to trading on a regulated market of securities not covered by the new EU Prospectus Regulation
- In line with the “simplified” prospectus regime set forth by the Luxembourg Act of 10 June 2005, offers to the public and admissions to trading on a regulated market of securities which are not within the scope of the new EU Prospectus Regulation shall fall under Part III of the New Prospectus Act.
- Similar to the exemptions set forth by the new EU Prospectus Regulation, the New Prospectus Act applies the same thresholds to the national regime, i.e. offers of securities to the public with a total consideration - calculated over a period of 12 months - of:
|-||less than EUR 8 million are exempted from the obligation to publish an alleviated prospectus; but prior notification to the CSSF is required.|
|-||EUR 5 million or more (but lower than EUR 8 million) are also exempted from the obligation to publish an alleviated prospectus; in this case, however, an information note (note d’information) needs to be published (with the content set forth by Part III of the New Prospectus Act).|
The section below lists the underlying national texts
Law of 16 July 2019 on prospectus for securities and implementing 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, and repealing Directive 2003/71/EC (in French only)Available here
Circular CSSF 19/724: Technical specifications regarding the submission to the CSSF of documents under Regulation (EU) 2017/1129 and the Law of 16 July 2019 on prospectuses for securities and general overview of the regulatory framework on prospectuses (in French only)Available here