In November 2015, the European Commission adopted a legislative proposal for a new Prospectus Regulation which will, in due course, repeal and replace the current Prospectus Directive and related implementing measures. Although the precise timeline for implementation of the new regulation is so far uncertain, it is unlikely to be applicable before mid-2017 at the earliest.

Meanwhile, some changes to the existing Prospectus Directive regime have been made by a Commission Delegated Regulation (Delegated Regulation) dealing with regulatory technical standards under the Omnibus II Directive.

Following consultations in September 2015 and December 2015 the Financial Conduct Authority has, effective 24 March 2016, made some changes to its Prospectus Rules sourcebook to align the UK rules with the regulatory technical standards in the Delegated Regulation. This covers the following areas.

Approval of prospectuses: The Delegated Regulation codifies the prospectus review and approval process to ensure consistency across the practices of competent authorities. The UK already largely follows the codified process.

Publication of prospectuses: The Delegated Regulation sets out further rules on the way a prospectus may be published. For example, when accessing a prospectus published electronically, users must not have to complete a registration process, accept disclaimers limiting legal liability or pay a fee.

Advertisements: The Delegated Regulation deals with correcting information in advertisements relating to a public offer or admission to trading of securities. It also includes a general requirement that information disclosed in oral or written form (whether for advertisement purposes of otherwise) must not:

  • contradict information contained in the prospectus;
  • refer to information which contradicts that information;
  • present a materially unbalanced view of information in the prospectus; or
  • contain alternative financial performance measures unless they are also in the prospectus.

Prospectus Rules Sourcebook (Omnibus 2 Directive Regulatory Technical Standards) Instrument 2016