On 20 March 2013, the European Securities and Markets Authority (“ESMA”) issued an opinion entitled “Framework for the assessment of third country prospectuses under Article 20 of the Prospectus Directive” (the “Opinion”).
ESMA issued the Opinion pursuant to Article 29(1)(a) of Regulation (EU) No. 1095/2010. The Opinion explains the framework for third country share prospectuses and the potential steps to be followed to ensure that they are in line with the provisions of the Prospectus Directive (the “PD”). Specific information is identified which can be added to third party prospectuses as a “wrap” to ensure that the resulting document meets the PD requirements.
Annexes to the Opinion categorise each of the PD disclosure requirements and these will be used to determine the disclosures that must be included in the “wrap” to a third country prospectus. Each item has been categorised as either “A” or “B”. Those items denoted as “A” require the disclosure in the wrap to appear in the form set out in the annexes to the PD. The disclosures required for those items denoted “B” may appear in a format different from that required by the PD as investors will still be capable of making informed decisions.