The Prospectus Regime – New Developments and Market Trends now in full effect

On 21 July the final elements of the New Prospectus Regulation were enforced, finally replacing EU Directive 2003/71/EC and all related level 2 measures.

Memery Crystal are holding at breakfast seminar to explore the New Prospectus Regulation, as well as to discuss recent trends and developments in the Equity Capital Markets space. Sign up here.

The key changes of the New Prospectus Regulation which came into force through the Financial Conduct Authority-Prospectus Regulation Rules Instrument 2019/80 are:

• Changes to the prospectus “summary”, layout and content requirements.
• A requirement for “risk factors” to be more focused and specific to the issuer, including a quantification and allocation of the likelihood of the relevant risk materialising.
• A prospectus will not be required where securities are offered to the public in the context of a takeover, merger or division, provided that a document is made available containing information describing the transaction and its impact on the issuer.
• The exemption from publishing a prospectus where shares are offered, allotted or to be allotted to directors and employees will no longer be limited to issuers that have a head or registered office in the EU, have securities admitted to trading on a regulated market, or have securities admitted to trading on a third country market with approved equivalence.
• A universal registration document may be prepared by issuers whose securities are admitted to trading on a regulated market or MTF. If a universal registration document has been approved by a competent authority (in the UK, the UK Financial Conduct Authority) for two consecutive years, in the third and following years (provided no year of filing is missed) it may be filed without review.
• A simplified prospectus and disclosure regime for secondary issuers.
• An EU Growth prospectus regime for offers of securities to the public by certain parties that do not already have securities admitted to trading on a regulated market.
• An expansion of the range of information which may be incorporated by reference into a prospectus, such as information in existing prospectuses, information under the Transparency Directive and Market Abuse Regulation, annual and interim financial information, audit reports and financial statements, asset valuation reports and constitutional documents.

About Memery Crystal
Memery Crystal is a specialist international law firm based in London with a well-established history of acting for companies listing on the Main Market. The firm has once again been included in “Band 1” for AIM work in the most recent edition of the Chambers UK legal directory.