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ESMA publishes final guidelines on risk factors under Prospectus Regulation

On 1 October 2019, the European Securities and Markets Authority (ESMA) published its final guidelines on risk factors under the Prospectus Regulation. There are minor amendments to the draft guidelines published in March 2019 (see previous blog here) including the insertion of 1 December 2019 as the date from which the guidelines will apply, but otherwise … Continue Reading

AFME updates model equity selling restrictions

On 26 July 2019, the Association for Financial Markets in Europe (AFME) published a revised version of its model equity selling restrictions to reflect the application in full of the Prospectus Regulation that came into force on 21 July 2019. The updated version of the equity selling restrictions replaces references to the Prospective Directive with … Continue Reading

ESMA consults on disclosure guidelines under the Prospectus Regulation and updates Q&As

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 … Continue Reading

Prospectus Regulation Delegated Regulations published in OJ

On 21 June 2019, there was published in the Official Journal of the European Union (OJ): Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing the Prospectus Regulation with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements … Continue Reading

ESMA guidelines on internalised settlement reporting under CSDR

On 30 April 2019, the European Securities and Markets Authority (ESMA) published the official translations of its guidelines on internalised settlement reporting under Article 9 of the Central Securities Depositories Regulation (CSDR). The guidelines apply to Member State competent authorities (NCAs) designated under Article 11 of the CSDR and to settlement internalisers as defined in … Continue Reading

Primary Market Bulletin No.23

On 16 April 2019, the FCA published Primary Market Bulletin No.23. In this Bulletin the FCA finalises its guidance on periodic financial information and inside information, after consulting on updating Technical Note UKLA/TN/506.1 in Primary Market Bulletin No. 19. The FCA also outlines its findings and sets out its expectations on some of the issues … Continue Reading

ESMA guidelines on risk factors under the PR

On 29 March 2019, the European Securities and Markets Authority (ESMA) published a final report containing guidelines on risk factors under the Prospectus Regulation (PR). ESMA is mandated to provide the guidelines under Article 16(4) of the PR to assist Member State competent authorities in their review of the specificity and materiality of risk factors … Continue Reading

IOSCO work programme for 2019

On 25 March 2019, the International Organization of Securities Commissions (IOSCO) published its annual work programme for 2019.  The IOSCO Board has identified, amongst other things, five priority issues for 2019, namely: crypto-assets: In 2019, IOSCO will focus on how platforms where crypto-assets are traded are regulated and will also examine regulation of investment funds with … Continue Reading

ESMA thresholds below which an EU prospectus is not required

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

FCA direction under Securitisation Regulations

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

IOSCO consults on sustainable finance recommendations

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

Updated ESMA Q&As on Prospectuses

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

FCA consults on changes to align the Handbook with the EU Prospectus Regulation

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

Updated ISDA Brexit FAQs

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

IOSCO report on good practices in supporting audit quality

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

PRA and FCA joint statement on reporting of private securitisations

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

Draft Commission Delegated Regulation on the format, content, scrutiny and approval of prospectuses

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

Working Group on euro risk-free rates recommends ESTER as new euro risk-free rate

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

ESMA issues RTS for implementation of the Prospectus Regulation

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

ESMA consults on guidelines on risk factors under the Prospectus Regulation

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

ESMA consults on technical advice on minimum information content for prospectus exemption

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

GC18/3: Primary Market Bulletin No. 19

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
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