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New Prospectus Regulation in force on 20 July 2017

Thursday 14 December 2017

New Prospectus Regulation in force on 20 July 2017

The Hogan Lovells Corporate Team have put the spotlight on a new regulation coming into force in July 2017.The New Prospectus Regulation ((EU) 2017/1129) (PR) will come into force on 20 July 2017. The final text was published in the Official Journal on 30 June 2017 and will enter into force twenty days after its publication.

What is the Prospectus Regulation?

The PR sets out a new framework of rules which govern when a prospectus is required, what information must be included and how it must be approved. Except for a few specific provisions which will take immediate effect, most of the provisions will apply on 21 July 2019. The PR will replace and repeal the Prospectus Directive and its corresponding measures.

Why do we have a new regime?

The PR forms part of the EU's Capital Markets Union Action Plan. The prospectus regime has been re-designed with a view to improving access to capital markets for businesses, particularly SMEs, by seeking to alleviate the administrative and costly burden of joining a public market.

What provisions will apply immediately?

Changes to two exemptions will have immediate effect on 20 July 2017. These relate to the exemptions from the obligation to publish a prospectus when securities are admitted to trading on a regulated market. The changes will result in:

  • the threshold, below which increases of issued shares in a 12-month period are exempt, being increased from 10% to 20% of the number of shares of the same class already admitted to trading. Additionally, the exemption will apply to securities, rather than only to shares, and
  • the current exemption for shares resulting from the conversion or exchange of securities being limited to 20% of the number of shares of the same class already admitted to trading on the same regulated market over a period of 12 months, although that 20% limit is disapplied in prescribed circumstances.

For further details please go to:

http://ehoganlovells.com/rv/ff0031c76a8dfb8f7afa95e0854482cfa9eeffcf/p=4539973

The Hogan Lovells Corporate Team have put the spotlight on a new regulation coming into force in July 2017.The New Prospectus Regulation ((EU) 2017/1129) (PR) will come into force on 20 July 2017. The final text was published in the Official Journal on 30 June 2017 and will enter into force twenty days after its publication.