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August 15, 2019 | News August 2019 │ New EU Prospectus Regulation Comes Fully into Force

On July 21, 2019 the new EU Prospectus Regulation (Regulation (EU) 2017/1129) came fully into force (a limited number of provisions came into force on July 20, 2017). The EU Prospectus Regulation changes the EU prospectus regime, in particular with respect to the rules concerning content, format, and the approval process.

Some of the selected changes are as follows:

  • Prospectus Summary: The EU Prospectus Regulation introduces new content requirements and length restrictions. This should make the summary more concise and readable. The summary has to include four parts: the introduction, key information on the issuer, key information on the securities and key information on the offer. The summary must not be longer than seven sides of A4 paper and must contain clear, non-technical language. The summary must not contain more than 15 risk factors. The risk factors must be presented in a limited number of categories; the most significant risk must be disclosed first in each category. They should be specific to the company/securities; generic risk factors should be avoided.
  • Simplified Prospectus: A new simplified regime for secondary issues has been introduced. This regime may be used by issuers that have been listed on a regulated market or SME growth market for at least 18 months.
  • EU Growth Prospectus: Qualifying issuers will be allowed to prepare an EU Growth Prospectus using a standardized format.
  • The annexes which set out the content of the prospectus have been modified and reorganized.