The new Prospectus Regulation (Regulation (EU) 2017/1129) forms part of the EU Capital Markets Union project. This Level 1 regulation entered into force in July 2017 and has direct effect across all EU Member States. Although published in the EU’s Official Journal in mid-2017, its provisions will apply on a rolling basis, with complete application by July 2019. The new Prospectus Regulation will replace the previous EU Prospectus Directive (Directive 2003/71/EC).

In accordance with its mandate from the European Commission, the European Securities and Markets Authority (“ESMA”) is due to give technical feedback and advice to the European Commission on this new piece of legislation by 31 March 2018. Before submitting its technical feedback and draft regulatory technical standards (“RTS”) to the European Commission, ESMA is required to conduct a public consultation seeking stakeholders’ views on ESMA’s proposals for these RTSs.

In this regard, on 15 December 2017, ESMA launched a consultation paper on draft RTSs under the new Prospectus Regulation. By virtue of this consultation paper, ESMA is consulting on a variety of requirements relating to the below topics:

  1. The key financial information that should be included in a prospectus summary;
  2. Data and machine readability of information which is to be sent to ESMA with respect to the storage and mechanism providing the public with free access and search functions;
  3. Advertisements pertaining to public offers or admission to trading;
  4. Situations necessitating the publication of a prospectus supplement; and
  5. The publication of a prospectus.

ESMA is calling for feedback from market participants, investors, issuers, offerors or persons requesting admission to trading on a regulated market, by not later than 9 March 2018.