The Prospectus Regulation does not apply to an offer of securities to the public with a total consideration in the EU of less than 1 million EUR calculated over a period of 12 months. Article 3(2) of the Prospectus Regulation also provides that Member States may decide to exempt offers of securities to the public … Continue Reading
On 1 February 2019, the FCA and PRA jointly published a direction under regulation 25 of the Securitisation Regulations 2018. The direction concerns the manner in which the originator, sponsor or securitisation special purpose entity (SSPE) of a private securitisation that is established in the United Kingdom must make the information under Article 7(1)(a) to … Continue Reading
On 1 February 2019, the International Organization of Securities Commissions (IOSCO) published a consultation report on sustainable finance in emerging markets and the role of securities regulators (the Consultation). Based on analysis by IOSCO’s Growth and Emerging Markets Committee (GEMC), the Consultation proposes a set of 11 recommendations that member jurisdictions should consider when issuing … Continue Reading
On 31 January 2019, the European Securities and Markets Authority (ESMA) published the 29th updated version of its Q&As on Prospectuses. Two new Q&As have been inserted at Questions 103 and 104: Question 103 concerns the choice of Prospectus Directive home Member State for third country issuers in the event that the UK withdraws from … Continue Reading
On 28 January 2019, the FCA published Consultation Paper 19/6: Changes to align the FCA Handbook with the EU Prospectus Regulation (CP19/6). In CP19/6 the FCA sets out the changes that it plans to make to ensure that the Prospectus Rules sourcebook is consistent with the EU Prospectus Regulation (the Regulation). This mainly involves removing … Continue Reading
On 22 January 2019, the International Swaps and Derivatives Association (ISDA) published a memoranda of FAQs on Brexit. The FAQs address the possible UK position post-Brexit, and the responses to these FAQs involve an assessment of the various outcomes of the exit negotiations (including a no-deal outcome either on 29 March 2019 if the draft … Continue Reading
On 17 January 2019, the International Organization of Securities Commissions (IOSCO) published a report setting out its views on good practices for audit committees of listed companies in supporting external audit quality. The report notes that whilst the auditor has primary responsibility for audit quality, the audit committee should promote and support quality and thereby … Continue Reading
On 20 December 2018, the FCA and the PRA jointly published a statement setting out how parties must report information, required by the Securitisation Regulation, to the UK authorities. The requirements relate to private securitisations, which are securitisations where a prospectus has not been prepared under the Prospectus Directive.… Continue Reading
On 28 November 2018, the European Commission published a draft Delegated Regulation supplementing the Prospectus Regulation. The Annexes to the Delegated Regulation have been published separately, containing information on registration documents: securities notes; additional information to the registration documents and securities notes; EU Growth prospectus; and other categories of information. The draft text notes that … Continue Reading
On 13 September 2018, the European Central Bank (ECB) published a press release outlining the recommendations of the private sector working group on euro-risk free rates (the Working Group). The Working Group has recommended that the euro short-term rate (ESTER) should become the new euro risk-free rate and replace EONIA. The recommendations of the Working … Continue Reading
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 … Continue Reading
On 13 July 2018, the European Securities and Markets Authority (ESMA) published a consultation paper on guidelines on risk factors under the Prospectus Regulation, as mandated under Article 16(4) of the Prospectus Regulation. The draft guidelines expand on concepts and instructions provided for in Article 16 of the Prospectus Regulation, namely: specificity, materiality, corroboration and … Continue Reading
On 13 July 2018, the European Securities and Markets Authority (ESMA) published a consultation paper on draft technical advice on minimum information content for prospectus exemption. The consultation paper sets out a draft version of EMSA’s technical advice on the minimum information content of documents provided for the purpose of describing a takeover, merger or … Continue Reading
On 11 June 2018, the FCA published Guidance Consultation 18/3: Primary Market Bulletin No. 19 (GC18/3). GC18/3 consults on a proposed update to the FCA’s existing technical note on periodic financial information and inside information (UKLA/TN/506.1), involving the delay in the disclosure of inside information under Article 17(4) of the Market Abuse Regulation (MAR). The … Continue Reading
On 10 May 2018, the International Organization of Securities Commissions (IOSCO) issued a press release concerning its latest Annual Conference which discussed current issues facing securities market regulators. IOSCO reports that the public sessions of the Annual Conference focused on four key issues: the sale of unsuitable products to retail investors; the challenge of fintech … Continue Reading
On 3 April 2018, the European Securities and Markets Authority (ESMA) published a final report containing technical advice under the Prospectus Regulation. The technical advice covers the areas of format and content of a prospectus, the EU growth prospectus and the scrutiny and approval of a prospectus. In its technical advice on the format and … Continue Reading
On 28 March 2018, the European Securities and Markets Authority updated its Q&As on prospectus related issues to include a new Q&A on profit forecasts. The new Q&A provides clarification on how to identify profit forecasts in the context of prospectuses.… Continue Reading
The European Securities and Markets Authority (ESMA) has issued technical advice to the European Commission on how to improve the Short-Selling Regulation. ESMA’s technical advice includes proposals around the following: Exemption for market making activities. ESMA proposes including the different types of on-venue market making activities described in MiFID II in the definition of ‘market-making … Continue Reading
The FCA has published Policy Statement 17/23: Reforming the availability of the information in the UK equity IPO process (PS17/23). PS17/23 follows an FCA consultation published on 1 March 2017 (Consultation Paper 17/5) which followed an earlier Discussion Paper (Discussion Paper 16/3) that was published alongside the market study of investment and corporate banking. In … Continue Reading
The FCA has published: Feedback Statement 17/3: Feedback Statement to DP17/2 Review of the Effectiveness of Primary Markets: the UK Primary Markets Landscape (FS17/3); and Policy Statement 17/22: Review of the Effectiveness of Primary Markets: Enhancements to the Listing Regime (PS17/22). In February 2017, the FCA published Discussion Paper 17/2: Review of the Effectiveness of … Continue Reading
The European Securities and Markets Authority (ESMA) has published an updated version of its Q&As document on prospectuses. The purpose of the Q&As is to promote common supervisory approaches and practices in the application of the Prospectus Directive (PD) and its implementing measures. It does this by providing responses to questions posed by the general … Continue Reading
Regulation (EU) 2015/2365 on the transparency of securities financing transactions and of reuse (SFTR) aims to get a better understanding of the effects of shadow banking (non-bank credit intermediation) and to address the risks posed by securities financing transactions (SFTs). The European Commission (Commission) has now published a report that it is mandated to produce … Continue Reading
The International Organization of Securities Commissions (IOSCO) has published a final report that sets out the findings from its thematic review into the progress jurisdictions have made in adopting legislation, regulation and other policies in relation to IOSCO’s Recommendations Regarding the Protection of Client Assets (the Principles). The review found that a majority of jurisdictions … Continue Reading
The European Securities and Markets Authority (ESMA) has published three consultation papers on the Prospectus Regulation: consultation paper on the format and content of the prospectus. On 28 February 2017, ESMA received a request for technical advice from the European Commission (Commission), including in relation to the format and content of the prospectus, base prospectus … Continue Reading
