New Rules Governing Prospectuses

Author:Ms Marlies Braun
Profession:Wedlake Bell

The obligation to produce a prospectus and the content and format requirements of prospectuses across the EU are regulated by the Prospectus Directive and the Prospectus Regulation. In 2010 the Prospectus Directive was amended by the Amending Directive. Member states are required to implement the Amending Directive by 1 July 2012. In the UK, the Amending Directive was implemented by the Prospectus Regulations 2011 and the Prospectus Regulations 2012 along with accompanying amendments to the FSA Handbook. The Amending Directive amends some of the exemptions from the requirement to produce a prospectus and the thresholds determining if a prospectus is required.

The Prospectus Regulations 2011

The UK implemented two aspects of the Amending Directive in 2011 by amending the Financial Services and Markets Act 2000 (FSMA). These regulations came into force on 31 July 2011. The key change implemented early was to increase the thresholds in relation to two exemptions from the requirement to produce a prospectus:

Private placements. The threshold for the private placement exemption was increased from 100 to 150 persons, other than qualified investors, per EEA state. Total consideration. The threshold for the total consideration of public offers not requiring a prospectus was increased from €2.5m to €5m calculated on an EU wide basis. The Prospectus Regulations 2012

The Prospectus Regulations 2012 (the 2012 Regulations) introduce the following changes, among others, to FSMA and the Prospectus, Listing and...

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