On 4 December 2019, the European Securities and Markets Authority (ESMA) published an updated version of its Q&As on the Prospectus Regulation.
The updated Q&As insert a new question and answer (13.2) clarifying that it is not possible to include a pro-forma summaries in base prospectuses.
The updated Q&As also insert a new question and answer (14.6) regarding the application of prospectus disclosure annexes where securities do not fall neatly within a specific disclosure regime. ESMA states that, generally, the annexes which apply to existing securities should be applied to the prospectus for comparable securities. However, issuers and competent authorities should consider whether it is necessary to include additional information in the prospectus to satisfy the “necessary information test” in Articles 6(1) and 14(2) of the new Prospectus Regulation.