Timeline

Deadline for receipt by the Commission of technical advice relating to equivalence criteria for prospectuses drawn up under the laws of third countries (Article 29(3))

NEW PROSPECTUS REGULATION FULLY APPLICABLE

End of objection period for the European Parliament and Council in respect of matters set out in ESMA 31-62-650 (Scrutiny and approval of the prospectus), ESMA 31-62-532 (Format and content of the prospectus) and ESMA 31-62-649 (Content and format of the EU Growth prospectus)

Deadline for receipt by the Commission of technical advice relating to minimum information content of documents describing a merger or a takeover by way of exchange offer

Deadline for adoption by Commission of Level 2 delegated acts

Publication of draft Commission Delegated Regulation supplementing the Prospectus Regulation as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market

ESMA 31-62-802 (Draft regulatory standards under the new Prospectus Regulation) – draft RTS to be submitted to the Commission

 

Effective date of Articles 1(3) and 3(2) (exemption from obligation to publish a prospectus for offers of less than EUR 1,000,000 over 12 months, which may be raised to EUR 8,000,000 by Member States)

ESMA to have prepared draft delegated acts in respect of matters set out in ESMA 31-62-650 (Scrutiny and approval of the prospectus), ESMA 31-62-532 (Format and content of the prospectus) and ESMA 31-62-649 (Content and format of the EU Growth prospectus)

ESMA delivers 'Final Report – Technical advice under the Prospectus Regulation' to the Commision in respect of ESMA 31-62-650 (Scrutiny and approval of the prospectus), ESMA 31-62-532 (Format and content of the prospectus) and ESMA 31-62-649 (Content and format of the EU Growth prospectus)

End of consultation ESMA 31-62-802 (Draft regulatory technical standards under the new Prospectus Regulation)

Entry into force of Directive 2014/65/EU (MiFID II) and narrower definition of "Qualified Investor" for the purposes of the New Prospectus Regulation

ESMA publishes consultation ESMA 31-62-802 (Draft regulatory technical standards under the new Prospectus Regulation) relating to key financial information for the summary (Article 7(13)), publication of prospectuses (Article 21(12)), data and machine readability (Article 21(13)), advertisements (Article 22(9)) and when a supplementary prospectus is required (Article 23(7))

End of consultations ESMA 31-62-650 (Scrutiny and approval of the prospectus), ESMA 31-62-532 (Format and content of the prospectus) and ESMA 31-62-649 (Content and format of the EU Growth prospectus)

New Prospectus Regulation enters into force (twentieth day following publication in the Official Journal of the EU)*

ESMA publishes three consultation papers containing draft technical advice on the matters set out in Part I of the mandate received from the Commission on 28 February 2017: ESMA 31-62-650 (Scrutiny and approval of the prospectus), ESMA 31-62-532 (Format and content of the prospectus) and ESMA 31-62-649 (Content and format of the EU Growth prospectus)

Publication 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 (the "New Prospectus Regulation") in the Official Journal of the EU

European Council adopts the text of the proposed regulation (with only minor and technical drafting amendments to the text adopted by the Parliament in April 2017)

European Parliament adopts, with amendments, the text of the Commission's proposed regulation

ESMA receives formal mandate from the Commission to provide technical advice to the Commission on possible delegated acts concerning the new Prospectus Regulation

Commission announces that informal agreement had been reached between the European Parliament, the Council and the Commission on the proposal. The agreed text is then sent to the European Parliament and the Council for a final vote. A number of further changes are made to the version adopted by the European Parliament in September 2016.

European Parliament adopts amendments to the Commission's proposal

Commission's proposal referred to the European Parliament

Commission publishes its legislative proposal for a new Prospectus Regulation, intended to repeal and replace the Prospectus Directive along with its corresponding implementing measures (including the current Prospectus Regulation)

Commission publishes its "Action Plan on Building a Capital Markets Union", with one of the key strategic priorities being the overhaul of the Prospectus Directive to make it easier and cheaper for companies to access capital and improve prospectus accessibility for investors.

Commission publishes green paper "Building a Capital Markets Union" in which it stated that, as part of implementing the CMU it would undertake a review of the Prospectus Directive "to make it easier for firms, particularly smaller ones, to raise funding and reach investors cross border". Commission launches consultation on the review of the Prospectus Directive which closed on 13 May 2015.

In 2014, European Commission announced that a key part of its Investment Plan for Europe was the creation of a true single market for capital. At the heart of the plan lay a vision of a "well-regulated and integrated Capital Markets Union, encompassing all member states, by 2019, with a view to maximising the benefits of capital markets and non-bank financial institutions for the real economy". One of the key areas identified by the Commission to build towards a Capital Markets Union was modernising the regime governing the publication of prospectuses in order to make it easier and more efficient for businesses to raise funds in the public markets. The Prospectus Directive had anticipated a further review of the regime by 1 January 2016, but the date of the review was brought forward to give new impetus to the proposed reforms.