The Treasury published a consultation paper in March 2011 on the early implementation of two amendments made to the Prospectus Directive.  

In December 2010, the Directive (2010/73/EU) amending the Prospectus Directive was published in the Official Journal of the European Union. Whilst Member States have until 1 July 2012 to implement the amendments made to the Prospectus Directive, the UK Government is proposing to implement the following two amendments early:  

  • providing that an offer where the total consideration for the offer in the EU is less than €5 million (rather than the current €2.5 million), calculated over a period of 12 months, is outside the scope of the Prospectus Directive; and
  • providing that offers addressed to less than 150 persons (rather than the current 100 persons) per Member State are exempt from the requirement for a prospectus.

The Government proposes that the changes should come into effect on 31 July 2011. The consultation closed on 9 June. The consultation paper is available on the Treasury website.  

Separately, ESMA is consulting on EU measures for the implementation of the amendments to the Prospectus Directive and, in particular, the proportionate disclosure regime.