Changes to the prospectus regime from 1 July 2012
The prospectus regime is being amended throughout Europe. The Amending Directive revised the Prospectus Directive and came into force on 31 December 2010. It gives member states until 1 July 2012 to implement the changes in their domestic legislation. This briefing from Nabarro's corporate team discusses the principal changes, which are of direct interest to all those engaged in preparing prospectuses and advising issuers. In outline, these include:
- measures to standardise the form and content of prospectus summaries;
- introducing proportionate disclosure regimes for rights issues and for SMEs and issuers with reduced market capitalisation;
- an amended regime which applies when securities are sold on through a financial intermediary;
- some changes to the thresholds which determine whether a prospectus is required;
- aligning the definition of "qualified investor" with the definitions used in the Markets in Financial Instruments Directive;
- amended rules on supplementary prospectuses and the investor's right to withdraw;
- an increase in the exemption threshold for high denomination debt from €50,000 to €100,000; and
- deleting the requirement for an annual information update.
For the full details, click 'View Briefing'.