Changes to the prospectus regime from 1 July 2012

The prospectus regime is being amended throughout Europe. The Amending Directive (Directive 2012/73/EU) 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 discusses the principal changes.

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 (the retail cascade);
  • 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 (MiFiD);
  • 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…

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