July 06, 2017

ESMA is published three consultation papers on the Prospectus Regulation. The three papers contain draft technical advice on the format and content of the prospectus, on the EU growth prospectus, and on scrutiny and approval. The consultations close on September 28, 2017.

Consultation Paper on the Format and Content of Prospectus. In addition to discussing the background and mandate for ESMA’s work, this paper:

Addresses the format of the prospectus, base prospectus, and final terms, including various schedules that make up the prospectus

Covers the detailed content of the prospectus and highlights proposed changes to the schedules included in Commission Regulation (EC) No 809/2004 as well as to their content

Sets out ESMA’s proposal for the content of the new universal registration document

Contains ESMA’s proposal for the secondary issuance regime


Consultation Paper on EU Growth Prospectus. This consultation paper presents a draft version of ESMA’s technical advice and it presents:


Scope and focus of ESMA’s mandate in relation to the format of the EU Growth prospectus

Proposed content of the EU Growth registration document and securities note

Proposal for the specific summary of the EU Growth prospectus, including the detailed content, which is required to be based on Article 7 of the Prospectus Regulation


Consultation Paper on Scrutiny and Approval of Prospectus. The final set of draft technical advice sets out:


Criteria for scrutiny and procedures for approval and filing of the prospectus

Proposes that standard criteria for scrutiny of the completeness, comprehensibility, and consistency of the prospectus are adopted and that, beyond these standard criteria, national competent authorities are afforded a certain level of flexibility

Proposes procedures to be adhered to by both market participants and national competent authorities, which are largely based on the existing provisions of Commission Delegated Regulation 2016/301 with a number of amendments to reflect changes in the Level 1 text


ESMA will deliver the technical advice to the EC on March 31, 2018. The Prospectus Regulation is intended to benefit companies, particularly smaller companies, in the form of easier and cheaper access to capital and better prospectus accessibility for investors. The Prospectus Regulation was published in the Official Journal of the European Union on June 30, 2017 and will enter into force 20 days after its publication. The regulation requires the EC to adopt delegated acts in a number of areas within 18 months of its entry into force. ESMA will publish a final report containing a summary of all consultation responses and a final version of its technical advice in the first quarter of 2018.


Related Links

Consultation on Format and Content (PDF)

Consultation on the EU Growth Prospectus (PDF)

Consultation on Scrutiny and Approval (PDF)

Comment Due Date: September 28, 2017

Keywords: Europe, ESMA, Securities, Prospectus Regulation, Technical Advice, EC

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