Debt programme updates/establishments and the new PD regime — an update

The debt capital market continues to come to terms with the requirements of the new Prospectus Directive (PD) regime. As noted in the previous edition of this note, issuers with debt programmes established or last updated before 1 July 2012 will now have to ensure that relevant amendments are made to base prospectuses at the next programme update.

There continue to be inconsistencies in the approach taken by the competent authorities when interpreting some of the new requirements. In addition, new comments continue to be raised in the context of live deals. As a result, the uncertainty surrounding some of the new requirements (eg regarding the content of Final Terms and Summaries and certain disclosure relating to tax and passporting) looks set to continue such that issuers with relevant programmes could potentially be facing increased costs due to longer turnaround times during the approval process.

These inconsistencies and longer turnaround times, combined with the lack of possibility for dialogue with certain competent authorities, have also been giving issuers cause to consider moving their debt programmes away from such competent authorities…

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