On 23 November 2010, the Committee of European Securities Regulators (CESR) published the 12th updated version of its Q&A publication "Frequently asked questions regarding Prospectuses: Common positions agreed by CESR members".
The updated publication includes new Q&As on the following:
Incorporation by reference: language requirements - CESR confirms, with a new question 7(c), that it is possible to include or incorporate by reference the translation of the audited financial statements and the audit report without a letter / statement of consent of the auditor. No written confirmation for the accuracy of the translation is needed. CESR notes, however, that in some member states it might be necessary, under national law, to ask for the auditor's consent to include or incorporate by reference the audit report in the prospectus.
Validity of prospectuses under Article 9 of the Prospectus Directive - a new question number 75 has been included in the FAQs which addresses the question of when the 12 month validity period for a prospectus composed of separate documents (namely, a registration document, a securities note and a summary) commences. Under the Prospectus Directive, a registration document is valid for 12 months from the date of its approval by the relevant competent authority. Provided that a registration document is updated (as required by the Prospectus Directive), it can be used (in conjunction with a securities note and a summary) to constitute a valid prospectus. CESR has clarified that the 12 month validity period for a prospectus does not however commence on the date of approval of the registration document, but rather on the date when the last of the three required documents (i.e. registration document, securities note and summary) is published.
View the updated Q&A publication (54 page pdf).