On 30 November 2015 the European Commission published a proposal for the Prospectus Regulation 809/2004 (the "Proposal") that will replace the current Prospectus Directive 2003/71/EC (the "Directive").
The Proposal is aimed at: (i) reducing the administrative burden for all issuers of drawing up prospectuses, in particular for SME’s, frequent issuers of securities and secondary issuances; (ii) making the prospectus a more relevant disclosure tool for potential investors; and (iii) achieving more convergence between the EU prospectus and other EU disclosure rules. By converting the Directive into a regulation, the European Commission envisages that a more streamlined and consistent approach will be ensured within the European Union. Such more streamlined approach towards harmonization should also result in a reduction of national fragmentation, as well as limit the scope of the differences in national implementation.
The main changes introduced by the Proposal are: (i) exempting the smallest capital raisings; (ii) a lighter prospectus for smaller companies; (iii) shorter prospectuses and better investor information; (iv) simplifying secondary issuances for listed companies; and (v) fast track and simplified frequent issuer regime.