On 23 November 2010, the Committee of European Securities Regulators (CESR) published the twelfth version of its Frequently Asked Questions (FAQs) regarding prospectuses: common positions agreed by CESR members.

Changes in version 12 of the FAQs include:

  • New question 7c, on the language requirements for documents incorporated into a prospectus by reference. The new FAQ states that an issuer that wishes to only include in a prospectus, or incorporate by reference, a translation of the audited financial statements and audit report will not need a letter or statement of consent from the auditor to do so. Also, the issuer does not have to seek written confirmation of the accuracy of any such translation. The FAQ does note, however, that such consent or written confirmation may be a requirement under the national laws of individual member states.
  • New question 75, which addresses the period of validity of a prospectus composed of separate documents. Under article 9(1) of the Directive, a prospectus is valid for 12 months from the date of publication. The FAQs clarify that the 12 month validity for a prospectus comprising several documents runs from the date of publication of the securities note and summary (and not the date of filing and approval of the previously filed registration document). This period of validity assumes that the prospectus is supplemented as required under article 16 of the Directive.