The revised EU Prospectus Regulation: key changes to the contents of prospectuses

Abstract

This article discusses significant changes to the disclosure regime for prospectuses in the EU. These stem from amendments to the EU Prospectus Regulation that had to be made as a result of the amendments to the EU Prospectus Directive. The changes to the Prospectus Regulation are set out in two delegated regulations of the EU Commission, one of which entered into force on 1 July 2012, covering significant changes to the format and content of prospectuses, the summary and final terms, and introducing a proportionate disclosure regime for certain rights issues and offerings of small and medium-sized enterprises and companies with reduced market capitalisation. A further regulation is pending, covering changes in relation to consents to be given in the context of retail cascades and the requirement for an auditor's report for inclusion of profit forecasts and estimates. A consultation in relation to convertible and exchangeable securities is also pending that will result in further changes to the Prospectus Regulation.