On 17 July 2018, the European Securities and Markets Authority (ESMA) published a final report containing final draft regulatory technical standards (RTS) under the Prospectus Regulation (PR). The final report follows an ESMA consultation paper that was published on 15 December 2017.
The final draft RTS cover:
- key financial information for the summary of a prospectus. Article 7(13) PR provides that ESMA is required to specify the content and format of presentation of the key financial information in a summary to a prospectus. In doing so, ESMA must take account of the various types of securities and issuers and ensure that the information included in the summary is concise and understandable. In addition, Article 7(6)(b) sets out the financial periods and the type of financial information, such as pro forma financial information, to be included in the summary. To that end, ESMA has produced a set of key financial information according to the type of issuer and the type of securities. The information includes mandatory items, if included in the prospectus, but also gives the issuer flexibility to choose further key features information that it considers material for investors;
- data and machine readability. Under Article 21(13) PR, ESMA is required to identify data that is necessary to provide information on the characteristics of the prospectus received and thereby allow for classifying and searching through this information. In parallel with the identification of such data, under Article 21(13) PR ESMA is required to ensure that this information is machine readable;
- When drawing up the draft RTS ESMA carried over, save for some minor amendments, the text from Articles 11 and 12 of Commission Delegated Regulation (EU) 2016/301. In terms of new content ESMA has drawn up an RTS in respect of the procedure for cooperation between competent authorities, as envisaged by Article 22(6) PR and also an RTS on the specification of provisions in Article 22(2) to 22(4) PR;
- Article 23(7) PR provides that ESMA shall develop RTS to specify under which circumstances a significant new factor, material mistake or material inaccuracy would trigger the requirement to publish a supplementary prospectus;
- In addition to the mandatory empowerments ESMA has considered the voluntary empowerment in Article 21(12) PR stating that it may develop RTS specifying further requirements relating to the publication of a prospectus; and
- notification portal. The draft RTS specify the technical arrangements necessary for the functioning of the notification portal referred to in Article 25(6) PR.
The final draft RTS have been sent to the Commission for endorsement.