On 12 July 2019, the European Securities and Markets Authority (ESMA) issued a public consultation on draft guidelines on disclosure requirements under the Prospectus Regulation (PR).
The purpose of the draft guidelines is to ensure that market participants have a uniform understanding of the relevant disclosure required in the various annexes included in ‘Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the PR 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’. The draft guidelines will also assist Member State national competent authorities when assessing the completeness, comprehensibility and consistency of information in prospectuses.
ESMA has tried to ensure that the content of the draft guidelines generally follows the content of the updated Committee of European Securities Regulators’ recommendations on the consistent implementation of the Prospectus Directive, with some drafting changes being introduced to simplify the content and improve readability. ESMA has also included some new guidelines as well as adding some new content in the explanatory text. Where this is the case, ESMA identifies the new content and explains its purpose. ESMA has not converted into the guidelines the CESR recommendations relating to selected financial information on the basis that selected financial information is not required under the PR.
The CESR recommendations relating to specialist issuers have also not been converted into guidelines. However, ESMA is currently considering how to approach the topic of specialist issuers and plans to address these recommendations in the future. In the meantime, ESMA will not rescind the CESR recommendations meaning that issuers can continue to apply the recommendations relating to specialist issuers.
The deadline for responding to the consultation is 4 October 2019.