Prospectuses: European Commission Publishes Working Document Concerning First Implementing Measures For Directive

The European Commission's services have made public for comment a working document related to Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and amending Directive 2001/34/EC (prospectus) (see IP/03/1018). This working document has been drawn up following the advice already given to the Commission by the Committee of European Securities Regulators (CESR) after an extensive consultation process. Publication of the document is part of the open and transparent regulatory process for drawing up technical implementing measures. The Commission has published this working document as part of the procedures agreed to implement the March 2001 Stockholm European Council Resolution to improve decision-making concerning securities markets (see IP/02/195). Since this working document is not a formal Commission proposal, the period for the European Securities Committee to vote on the measures, and for the European Parliament to consider them, is not triggered at this stage. This working document is available on the European Commission's website:

http://europa.eu.int/comm/internal_market/en/finances/mobil/prospectus_en.htm

The document covers the major part of the first set of implementing measures that the Commission intends to adopt and which, according to the relevant provisions of the Prospectus Directive, have to be adopted within 180 days from the entry into force of the Directive or are essential for the effective entry into force of the Directive.

This working document covers the following implementing measures:

Implementation of Article 7 of Directive 2003/71/EC: This Article provides for minimum disclosure requirements to be included in different models of prospectuses depending on the different types of information needed by investors relating to equity securities, different types and nature of offers and admission to trading of non-equity securities, the format used and the information required for non-equity securities, the size or the public nature of the issuer. The different schedules and building blocks and possibilities of combination of schedules and building blocks are included respectively in Annexes 1 and 2 of the document.
Implementation of Article 5 of Directive 2003/71/EC: This Article refers to the format of prospectuses as drawn up either as a single document or composed of three separate documents. It covers both the prospectus or base prospectus and its possible supplements.
Implementation of Article 10 of the Directive: According to Article 10 (1) the content of information required in the document or list of documents provided for in this same article is limited to information that would be required to be published outside the context of a prospectus and, more particularly in compliance with obligations imposed upon issuers under Community and national laws and rules dealing with the regulation of securities, issuers of securities and securities markets. Issuers shall at least refer to the information required pursuant to Company Law Directives, Directive 2001/34/EC and Regulation (E) No. 1606/2002 on the application of International Accounting Standards. According to Article 10 (4) the requirement for implementing measures has been limited to measures related to the method of publication of the disclosure requirements provided for in this Article.
Implementation of Article 11 of the Directive: This Article establishes the possibility for issuers to incorporate information in the prospectus by reference to previously published documents that have been approved by the home competent authority.
Implementation of Article 14 of the Directive: This Article provides for an obligation imposed upon the issuer, the offeror or person asking for admission to trading on a regulated market to make the prospectus available to the public. Methods of publication, establishing assuming that the prospectus has been made available to the public, are also included in this Article.
Implementation of Article 15 of the Directive: This provision sets the conditions that advertisements should fulfil for instance in terms of content, presentation and quality of information. The envisaged implementing measures for this Article will be drawn up at a later stage after the publication of CESR's technical advice on this issue.

This working document is not a formal Commission proposal. Any technical drafting comments should be sent to the Commission to the following e-mail address

Markt-ESC@cec.eu.int

All comments sent to the Commission will be made public and posted on the above-mentioned website. The Commission will begin drawing up its formal proposal after receiving the last part of CESR's technical advice. The missing elements according to the information provided by CESR that form part of the advice which has to be delivered by CESR at the latest on 31^st December will be included in the draft text at a later stage. Those elements mainly consist in a schedule for Member States and Member State's regional and local authorities (sovereign issuers and municipalities), a schedule for certain collective investment undertakings of the closed-end type, financial information requirements for non EU issuers and for companies asking for a first admission to trading of their securities on a regulated market and finally, advertising.