The new EU Prospectus Regulation – tailor-made disclosure under increasingly uniform rules

The current Prospectus Directive will be replaced by the new EU Prospectus Regulation on 21 July 2019. The new regulation will offer more opportunities and obligations for tailor-made disclosure under increasingly uniform rules.

Key takeaways

  • Following the entry into force of certain provisions in 2018 and 2017, the new EU Prospectus Regulation will become applicable in its entirety on 21 July 2019, replacing the provisions under the previous Prospectus Directive and Commission Prospectus Regulation.
  • In Finland, offers of securities between MEUR 1 and MEUR 8 are exempt from the duty to publish a prospectus. However, issuers will be required to produce a basic information document (FI: perustietoasiakirja). In Sweden, offers of securities under MEUR 2.5 are exempt from the duty to publish a prospectus.
  • The new Prospectus Regulation allows for utilization of several types of prospectuses alongside standard prospectuses, which addresses the need for different types of securities, issuers, offers and admissions.
  • The risk factors section in prospectuses will become more focused on the specificity and materiality of risk factors to the particular issuer. Risk factors must also be concise and presented in a limited number of categories with the most significant risk required to be disclosed first in each category.
  • The length of prospectuses summaries will be limited in order to encourage issuers to select the information which is essential for investors. At the same time, issuers have more freedom to choose which information to present in the summary compared to the previous regime. Summaries should be modelled as much as possible on the key information document (“KID“) prepared in accordance with Regulation (EU) No 1286/2014 (the “PRIIPS Regulation“).
  • Issuers offering own shares as payment in public takeovers, statutory mergers or de-mergers are, under certain circumstances exempt from the requirement to publish a prospectus, provided that an information document is produced in lieu of a prospectus.

Read the full article here.

Author

Antti Ihamuotila 
Partner
Helsinki
Manne Airaksinen 
Partner
Helsinki
Pontus Enquist 
Partner, Head of Stockholm office
Stockholm
Laura Huomo 
Energy & Capital Markets Counsel
Helsinki
Henrik Fritz 
Corporate & Capital Markets Counsel
Stockholm
Jaakko Laitinen 
Associate
Helsinki
Rebecka Dahlberg 
Associate
Stockholm