The European Securities and Markets Authority (“ESMA”) has issued three Questions and Answers (“Q&As”) regarding the Prospectus Directive (“PD”) and the Transparency Directive (“TD”).
Background Overview
The PD The PD harmonises requirements for the drafting, approval, and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in the EU / EEA EFTA.
The TD aims to ensure transparency of information about issuers whose securities are admitted to trading on a regulated market through a regular flow of disclosure of periodic and on-going information and the dissemination of such information to the public.
The purpose of the Q&As is to promote common supervisory approaches and practices and to provide clarifications to the application of certain provisions of the PD and TD in the event that the UK withdraws from the European Union with no withdrawal agreement in place (no-deal Brexit).
Questions & Answers
The Q&As, which will only apply in case of a no-deal Brexit, provides the following clarifications:
1. When issuers of equity securities and non-equity securities below EUR 1,000 who currently have the UK as their PD home Member State choose a new home Member State, they should choose between the 27 EU Member States or EEA EFTA States in which they have activities after 29th March 2019.
2. Issuers admitted to trading on a regulated market within EU27 / EEA EFTA who currently have the UK as their TD home Member State should choose and disclose their new home Member State without delay following 29th March 2019.
3. As the UK will be a third country, prospectuses and supplements approved by the UK FCA before 29th March 2019 cannot be used in EU27 / EEA EFTA after a no-deal Brexit.
Please feel free to contact us for any further information on the Q&As issued in relation to the Prospectus Directive and the Transparency Directive in case of a No-deal Brexit.
