Changes to Disclosure Requirements for Debt Capital Markets Transactions

On 5 April 2017, the European Parliament adopted the new Prospectus Regulation ("PR3")1. PR32 will enter into force on the twentieth day after its publication in the Official Journal (expected in July 2017). PR33 will replace the previous EU Directive 2003/71/EC (the "Prospectus Directive"). Unlike directives, regulations do not require further implementation measures by EU member states (the "Member States") to be effective. It is expected that PR3 will be directly applicable in all Member States from the (early) third quarter of 20194.

In this alert:

  • Headline Changes
  • Risk Factors (Article 16)
  • Scope of "Wholesale Issuance" (Articles 1.4, 7 and 13)
  • Exemptions from the Obligation to Produce a Prospectus for an Admission to Trading - Convertible Bonds (Article 1.5(b))
  • General Exemptions (Articles 1 and 3)
  • Incorporation by reference (Article 19)
  • Universal Registration Document (Article 9)
  • Simplified Disclosure for Secondary Issuances (Article 14)
  • EU Growth Prospectus (Article 15)
  • The Summary – Retail Issues Only (Article 7)
  • Prospectus Supplements (Article 23)