On 25 January 2011, the European Commission published its request to ESMA for advice on possible delegated acts concerning the Prospectus Directive (2003/71/EC) as amended by Directive 2010/73/EU.

ESMA has been asked to deliver certain parts of the requested advice by 30 September 2011.

On 26 January, ESMA invited all interested parties to submit views on aspects or areas ESMA should consider in its advice to the European Commission. All contributions should be received by 25 February 2011.

The advice requested by the European Commission included the following matters:

  • the format of final terms to a base prospectus;
  • the format of the summary and content and format requirements of the key information to be included in the summary of a prospectus;
  • the proportionate disclosure regime in relation to certain rights issue prospectuses and prospectuses in relation to issues by SMEs, companies with reduced market capitalisation and certain issues of non-equity securities by credit institutions;
  • the criteria for assessing equivalence of the regulatory framework of third country markets in connection with the extended employee offer exemption from the requirement for a prospectus; and
  • the consent requirements in connection with the use of a prospectus in a retail cascade.

The European Commission had also asked ESMA to consider certain amendments to the disclosure requirements in the Prospectus Regulation (Commission Regulation (EC) No 809/2004) in relation to:

  • the information on taxes on income from securities withheld at source (Annexes III, V, X and XII);
  • the requirement for an independent report for a profit forecast or estimate (Annexes I, X, IV and XI); and
  • the period covered by the audited financial information (Annexes I and XI).