On 29 March 2019, the European Securities and Markets Authority (ESMA) published its technical advice on the minimum information content of documents describing a takeover, merger or division. Under the Prospectus Regulation, issuers may offer / admit securities in connection with takeovers, mergers or divisions without publishing a prospectus, provided that a document is made available to investors describing the transaction and its impact on the issuer.

The technical advice sets out the minimum information content of this document in relation to:

  • the offer of securities to the public or the admission to trading of securities on a regulated market; and
  • the description and impact that a takeover, merger or division may have on the issuer’s operational and financial activities.

The technical advice was prepared taking into consideration the Prospectus Regulation as published in the Official Journal of the EU on 30 June 2017. However, ESMA is aware that on 6 March 2019 a political agreement was reached by the European Parliament and Member States regarding the SME Listing Package which includes amendments to the Prospectus Regulation. In ESMA’s view, the approval of the proposed amendments to the Prospectus Regulation could require adaptation of its technical advice to account for the new prospectus rules.

ESMA also invites the European Commission to seek additional feedback when developing the delegated act, in particular from investors, in order to fully understand the concerns and information needs of market participants in case of public offers / admissions to trading on a regulated market in connection with a takeover, merger or division.