EC Rule on Requisites to Create and Distribute Securities Prospectus

This regulation aims to ensure investor protection and market efficiency, while enhancing the internal market for capital. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, along with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and of contributing to the proper functioning and development of securities markets. The appropriate way to make that information available is to publish a prospectus. The disclosure requirements of this regulation do not prevent a member state or a competent authority or an exchange, through its rulebook, from imposing other particular requirements in the context of the admission to trading of securities on a regulated market, notably regarding corporate governance. Such requirements should not directly or indirectly restrict the drawing up, the content, and the dissemination of a prospectus approved by a competent authority. This regulation contains several annexes that detail information on information coverage in prospectus (Annex I), registration document (Annex II), securities note (Annex III), and registration document for the EU growth prospectus (Annex IV), and securities note for the EU growth prospectus (Annex V).

This regulation constitutes an essential step toward completion of the Capital Markets Union, as set out in the Communication of the Commission of September 30, 2015, titled “Action Plan on Building a Capital Markets Union.” The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the EU, make markets work more efficiently, and offer investors and savers additional opportunities to put their money to work, to enhance growth and create jobs. This regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union. This regulation shall apply from July 21, 2019, except for Article 1(3) and Article 3(2), which shall apply from July 21, 2018 and points (a), (b, and (c) of the first subparagraph of Article 1(5) and the second subparagraph of Article 1(5), which shall apply from July 20, 2017.

Related Link: Regulation (EU) 2017/1129 

Effective Date: July 20, 2017

Keywords: Europe, EC, Securities, Prospectus Directive, Regulated Market