On 22 September 2012, Commission Regulation no. 862/2012 (“Regulation 862”) amending the Prospectus Regulation no. 809/2004 was published in the European Union Official Journal no. L256.

The most important changes to the content of prospectuses brought by Regulation 862 are the following:

  1. no report of the accountants or independent auditors is necessary if the financial information refers to the previous financial year and contains only unequivocal figures and equivalent to the final figures published in the audited financial statements. This is subject to some specific mentions to be included in the prospectus, as expressly provided by Regulation 862;
  2. provisions regarding the information to be included in the prospectus related to the underlying indexes and profit forecasts and estimates; and
  3. provisions regarding the information to be included in the prospectus when the issuer or the person responsible for drafting the prospectus gives its written consent for the prospectus to be used by financial intermediaries. Regulation 862 entered into force on the date of its publication in the European Union Official Journal, i.e. 22 September 2012.