EU Prospectus Regulation

Legislation currently in force as well as a roadmap of Level 2 measures including delegated acts, regulatory technical standards, implementing technical standards and guidelines.

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Level 1 legislative text

Text of Regulation(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (dated 14 June 2017, published in the Official Journal on 30 June 2017)

Level 2 measures

The Prospectus Regulation empowers the Commission to adopt delegated and implementing acts to specify how competent authorities and market participants should comply with the obligations laid down in the Regulation. In some cases, this empowerment is mandatory – that is, the Commission is obliged by the Regulation to adopt delegated acts. In other cases, this empowerment is discretionary – that is, the Commission may decide to adopt delegated acts but it is not obliged to. The following section provides a guide to which provisions of the Prospectus Regulation require level 2 measures and the current status of those measures together, where possible, with an indicative timetable of the legislative progress of those measures.

Delegated Acts

On 28 February 2017, ESMA received a formal request from the Commission to provide technical advice on possible delegated acts concerning the Prospectus Regulation. Further updated versions have subsequently been published (most recently on 18 June 2018) with updated Article references and extended deadlines.

The mandate is divided into two parts. Part I sets out the delegated acts for which the Commission requires ESMA to provide the technical advice within 13 months following receipt of the mandate (by 31 March 2018). The matters set out in Part I of the mandate and the corresponding ESMA consultation and draft technical advice are as follows:

  1. measures specifying criteria for the scrutiny and review of the universal registration document (URD) and amendments to it, procedures for the approval and filing of the URD and conditions under which the status of frequent issuer is lost
  2. measures specifying the format of the prospectus, base prospectus and final terms, and the schedules defining the specific information which must be included in a prospectus (including LEIs and ISINs
  3. measures setting out the schedule defining the minimum information contained in the URD
  4. measures specifying the reduced information to be included in the schedules applicable under the simplified disclosure regime for secondary issues
  5. measures specifying the reduced content and standardised format and sequence for the EU Growth prospectus, as well as the reduced content and standardised format of its specific summary
  6. measures specifying the criteria for the scrutiny of prospectuses, in particular the completeness, comprehensibility and consistency of the information contained within it, and the procedures for the approval of the prospectus

Part II of the mandate sets out the delegated acts for which the Commission requires ESMA to provide technical advice within 25 months in respect of item (g) below and 30 months in respect of item (h) below following receipt of the mandate (31 March 2019 and 31 August 2019, respectively):

  1. measures setting out the minimum information content of the documents describing a takeover by way of exchange offer, a merger or division
  2. measures establishing general equivalence criteria for prospectuses drawn up under the laws of non-EU states
THE FORMAT OF THE PROSPECTUS, THE BASE PROSPECTUS AND THE FINAL TERMS, AND THE SCHEDULES DEFINING THE SPECIFIC INFORMATION WHICH MUST BE INCLUDED IN A PROSPECTUS (ARTICLE 13(1))

Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published: "Draft technical advice on format and content of the prospectus" (ESMA31-62-532)

6 July 2017 
End of consultation 28 September 2017 
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission* 
28 March 2018 
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice* 28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission 14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and the Delegated Regulation (24 months after entry into force) 21 July 2019

* The Commission's draft Delegated Regulation published on 28 November 2018 contains the proposed disclosure annexes which will govern the form and content of prospectuses when the new Prospectus Regulation applies from 21 July 2019.

THE SCHEDULE DEFINING THE MINIMUM INFORMATION CONTAINED IN THE UNIVERSAL REGISTRATION DOCUMENT (ARTICLE 13(2))

Mandatory
Mandate from the Commission to ESMA 

28 February 2017

ESMA Consultation Paper published: "Draft technical advice on format and content of the prospectus" (ESMA31-62-532)
6 July 2017
End of consultation 28 September 2017
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission 
28 March 2018
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice*28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019
THE REDUCED INFORMATION TO BE INCLUDED IN THE SCHEDULES APPLICABLE UNDER THE SIMPLIFIED DISCLOSURE REGIME FOR SECONDARY ISSUANCES (ARTICLE 14(3))

Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published: "Draft technical advice on format and content of the prospectus" (ESMA31-62-532)
6 July 2017
End of consultation 28 September 2017
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission 
28 March 2018
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice*28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019
THE CONTENT, FORMAT AND SEQUENCE OF THE EU GROWTH PROSPECTUS INCLUDING ITS SPECIFIC SUMMARY (ARTICLE 15(2))
Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published: "Draft technical advice on content and format of the EU Growth prospectus" (ESMA31-62-649)
6 July 2017
End of consultation 28 September 2017
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission 
28 March 2018
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice*28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019
THE CRITERIA FOR THE SCRUTINY OF PROSPECTUSES AND URDS AND THE PROCEDURES FOR THEIR APPROVAL (ARTICLES 9(14) AND 20(11))
Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published: "Draft technical advice on scrutiny and approval of the prospectus" (ESMA31-62-650)
6 July 2017
End of consultation 
28 September 2017
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission 

28 March 2018 
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice*
28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019
THE PROCEDURES FOR THE FILING OF THE URD, THE CRITERIA FOR THE REVIEW OF THE URD AND THE CONDITIONS UNDER WHICH THE STATUS OF FREQUENT ISSUER IS LOST (ARTICLE 9(14))
Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published: "Draft technical advice on format and content of the prospectus" (ESMA31-62-532)
6 July 2017 
End of consultation 28 September 2017 
ESMA delivered Final Report – Technical advice under the Prospectus Regulation to the Commission 28 March 2018
Publication of draft Delegated Regulation (regulations and annexes) by the Commission on the basis of the technical advice*28 November 2018
Publication of revised draft Delegated Regulation and Annexes by the Commission14 March 2019
Delegated Regulation published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019
THE MINIMUM INFORMATION CONTENT OF DOCUMENTS DESCRIBING A MERGER OR A TAKEOVER BY WAY OF EXCHANGE OFFER (ARTICLE 1(7))
Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published (ESMA31-62-932)
13 July 2018
End of consultation 5 October 2018
ESMA Final Report published (ESMA31-62-1207)29 March 2019
Preparation of draft delegated acts by the Commission on the basis of the technical advice16 June 2020
Publication by the Commission of final version of delegated regulation and annexes16 December 2020
Delegated Regulation published in the Official Journal 26 March 2021
GENERAL EQUIVALENCE CRITERIA FOR PROSPECTUSES DRAWN UP UNDER THE LAWS OF THIRD COUNTRIES (ARTICLE 29(3))
Mandatory
Mandate from the Commission to ESMA 
28 February 2017
ESMA letter to the European Commission 31 January 2020
ESMA to deliver technical advice to the Commission by 31 August 2020
Preparation of draft delegated acts by the Commission on the basis of the technical advice
Translation and adoption procedure of draft delegated acts 
Objection period for the European Parliament and the Council (three months which can be extended by another three months) 
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force)21 July 2019
THE CRITERIA FOR ASSESSMENT OF SPECIFICITY AND MATERIALITY OF RISK FACTORS (ARTICLE 16(5))
Discretionary
Mandate from the Commission to ESMA 
28 February 2017
ESMA Consultation Paper published (ESMA31-62-996)
13 July 2018
End of consultation 5 October 2018
ESMA to deliver technical advice to the Commission 
Preparation of draft delegated acts by the Commission on the basis of the technical advice 
Translation and adoption procedure of draft delegated acts 
Objection period for the European Parliament and the Council (three months which can be extended by another three months) 
Date of application of the Prospectus Regulation and delegated acts (24 months after entry into force) 21 July 2019

Regulatory Technical Standards

The Prospectus Regulation requires ESMA to submit draft regulatory technical standards ("RTS") on certain items specified in the Regulation and listed below. ESMA is additionally permitted, but is not required, to submit draft RTS in respect of certain other items specified in the Regulation and listed below. ESMA must conduct a public consultation before submitting draft RTS to the Commission.

KEY FINANCIAL INFORMATION FOR THE PROSPECTUS SUMMARY (ARTICLE 7(13))
Mandatory

ESMA Consultation Paper published: "Draft regulatory technical standards under the new Prospectus Regulation" (ESMA31-62-802)

15 December 2017
End of consultation 9 March 2018
ESMA delivers draft RTS to the Commission

by 17 July 2018
Publication of draft RTS and Annexes by the Commission 14 March 2019 
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards 21 July 2019
CASES WHERE INFORMATION MAY BE OMITTED (ARTICLE 18(4))
Discretionary, unless Commission requests
ESMA Consultation Paper published 
Nothing published so far
End of consultation 
 
UPDATING OF PERMITTED DOCUMENTS WHICH CAN BE INCORPORATED BY REFERENCE (ARTICLE 19(4))
Discretionary, unless Commission requests
ESMA Consultation Paper published 
Nothing published so far
End of consultation  
PUBLICATION OF PROSPECTUSES (ARTICLE 21(12))
Discretionary, unless Commission requests
ESMA Consultation Paper published: "Draft regulatory technical standards under the new Prospectus Regulation" (ESMA31-62-802
15 December 2017
End of consultation 9 March 2018
Draft RTS submitted to the Commission17 July 2018
 Publication of draft RTS and Annexes by the Commission14 March 2019
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards21 July 2019
DATA NECESSARY FOR THE CLASSIFICATION OF PROSPECTUSES AND MACHINE READABILITY (ARTICLE 21(13))
Mandatory

ESMA Consultation Paper published: "Draft regulatory technical standards under the new Prospectus Regulation" (ESMA31-62-802)

15 December 2017
End of consultation 9 March 2018 
 Draft RTS submitted to the Commission17 July 2018
 Publication of draft RTS and Annexes by the Commission14 March 2019
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards21 July 2019
ADVERTISEMENTS (ARTICLE 22(9))
Mandatory
ESMA Consultation Paper published: "Draft regulatory technical standards under the new Prospectus Regulation" (ESMA31-62-802)
15 December 2017
End of consultation 9 March 2018
Draft RTS submitted to the Commission
17 July 2018
Publication of draft RTS and Annexes by the Commission14 March 2019
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards21 July 2019
WHEN A SUPPLEMENTARY PROSPECTUS IS REQUIRED (ARTICLE 23(7))
Mandatory
ESMA Consultation Paper published: "Draft regulatory technical standards under the new Prospectus Regulation" (ESMA31-62-802)
15 December 2017
 End of consultation 
 
9 March 2018 
 Draft RTS submitted to the Commission17 July 2018
Publication of draft RTS and Annexes by the Commission14 March 2019
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards21 July 2019
NOTIFICATION PORTAL (ARTICLE 25(7))
Mandatory
ESMA Consultation Paper published 
Not yet published
Draft RTS submitted to the Commission17 July 2018
Publication of draft RTS and Annexes by the Commission14 March 2019
RTS published in the Official Journal21 June 2019
Date of application of the Prospectus Regulation and Regulatory Technical Standards21 July 2019
MINIMUM CONTENT OF COOPERATION AGREEMENTS AND TEMPLATE DOCUMENT (ARTICLE 30(4))
Discretionary, unless Commission requests
ESMA Consultation Paper published 
ESMA does not propose any consultation
End of consultation 
INFORMATION TO BE EXCHANGED BETWEEN COMPETENT AUTHORITIES (ARTICLE 33(6))
Discretionary, unless Commission requests
ESMA Consultation Paper published 
Nothing published so far
End of consultation

Implementing Technical Standards

ESMA may develop draft implementing technical standards in the following areas:

Standard forms, templates and procedures for the notification of the certificate of approval, the prospectus, any supplement thereto and the translation of the prospectus and/or summary (Article 25(8))

No indication from ESMA or the Commission

Standard forms, templates and procedures for the notification of the certificate of approval relating to the registration document, the universal registration document, any supplement thereto and the translation thereof (Article 26(6))

No indication from ESMA or the Commission

Standard forms, templates and procedures for cooperation and exchange of information between competent authorities (Article 33(7))

No indication from ESMA or the Commission

Procedures and forms for exchange of information between ESMA and competent authorities (Article 34(3))

No indication from ESMA or the Commission

Guidelines

ESMA GUIDELINES TO ASSIST COMPETENT AUTHORITY REVIEWING RISK FACTORS (ARTICLE 16(4))
ESMA Consultation Paper published (ESMA31-62-996)
13 July 2018
End of consultation 5 October 2018
 ESMA Final Report published (EMSA31-62-1217)29 March 2019
ESMA Guidelines on Risk Factors under the Prospectus Regulation (ESMA31-62-1293)1 October 2019

ESMA guidelines to assist competent authority control advertisements in cross-border situations (Article 22(10))

No indication from ESMA

Key Contacts

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The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
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