In response to a formal request by the European Commission on 20 January 2011 to ESMA to provide technical advice on possible delegated acts concerning the Prospectus Directive as amended by Directive 2010/73/EU (the Mandate), ESMA has produced Technical Advice, a combined document that comprises both its feedback statement and its final technical advice concerning the disclosure requirements for convertible or exchangeable debt securities.

The Technical Advice sets out ESMA’s proposals for clarifications of and amendments to the Prospectus Regulation in order to increase legal clarity and propose application of the proportionate disclosure regime for convertible/exchangeable debt securities.

Section I of the Technical Advice explains the general background. Section II explains the overall result of the consultation. Section III sets out a summary of the feedback received and ESMA’s responses thereto and Section IV sets out the Technical Advice to the European Commission.

ESMA expects to submit its final report to the European Commission in the second quarter of 2013.