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The European Securities and Markets Authority (ESMA), the EU’s securities and markets regulator, has today updated its Questions and Answers (Q&As) on the Prospectus Regulation (PR) with four new Q&As.
The Q&As provide clarification on the following aspects:
- The application of the exemption in Article 1(5)(b) PR in a situation concerning non-transferable securities;
- The application of the PR where shares can be exchanged for global depositary receipts (and vice versa);
- Dissemination of amended advertisements; and
- The status of transferable securities.
The Q&A concerning the status of transferable securities was drafted by the European Commission. In accordance with the revised ESMA Regulation (Article 16b(5)), ESMA transfers queries which interpret Union law to the European Commission. The European Commission drafts such Q&As and ESMA publishes them.
The purpose of the Q&As published today is to promote common supervisory approaches and practices in the application of prospectus supervision. In addition, they aim to provide market parties with guidance as to how national competent authorities will apply the Prospectus Regulation.
In recent years, ESMA’s ongoing prospectus Q&A work has consisted of a dual initiative of revising Q&As previously issued in respect of the Prospectus Directive that are still of added value under the Prospectus Regulation and developing new Q&As to address issues which have arisen solely in respect of the Prospectus Regulation.
Next steps
As part of the implementation of the provisions applicable to Q&As in the ESMA Regulation, the Authority is setting up a web-based tool to facilitate the submission of questions and the publication of questions received as well as answers to admissible questions.
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