Doctors Van Leeuwen, Chairman of CESR, noted: 'The harmonised information requirements proposed today by CESR will enhance the level of transparency and consistency in the information investors receive and, by so doing, will bring into reality the wider objective of the Prospectus Directive which is to facilitate access by companies to the deeper and more liquid pool of capital of Europe's combined markets.'
In particular, the advice submitted by CESR will propose the provision of standardised information across the EU for issuing companies to disclose to investors. These disclosure requirements include key financial information, operating results, specific risk factors, a statement on how the company complies with its national corporate governance code, remuneration of key management, as well as potential conflicts of interests.
Additionally, to facilitate access to capital for 'start-up' companies, the requirement for three years financial information could be limited to the period of the company's existence.
The measures include:
- Disclosure obligations: schedules regarding equity securities, retail and wholesale debt (in this latter case only the issuer's disclosure requirements); asset-backed securities; registration document for non-equity securities issued by credit institutions; schedule for depository receipts issued over shares.
- Incorporation by reference of previously published information: for instance, audit reports, financial statements and Articles of association.
- Publication of the prospectus: availability of the prospectus; content of the notice and methods of publication.
