The Committee of European Securities Regulators (CESR) has updated its frequently asked questions regarding prospectuses. The FAQs set out the CESRs common position in relation to the Prospectus Directive (PD).
Existing FAQ 6 clarifies that no prospectus is required in relation to a free offer of securities where there is no element of choice on the part of the offeree.
CESR has added a further paragraph to FAQ 6 noting that it considers that the obligation under the PD, to make available a document containing information on the number and nature of the shares or securities and the reasons for and details of the offer, should not apply where there is no element of choice on the part of the offeree and the offer falls below the applicable financial levels in the PD (securities offers with a total consideration less than EUR 100,000, calculated over 12 months).
This means that a free offer of securities in respect of which investors have no choice whether or not to subscribe, would not only fall outside the PD but would also not require the production of a document detailing the relevant securities.
For further information, see: http://www.cesr.eu/data/document/09_1148.pdf