Knowledge Base
Interpret regulations related to issuance, prospectuses, and mandatory investor disclosures
Which European regulation is the founding text for the prospectus to be published for public offerings of securities or admission to trading on a regulated market?
Regulation (EU) 2017/1129 of 14 June 2017 is the founding text that repealed Directive 2003/71/EC and came into full application on 21 July 2019. This regulation defines the requirements for prospectuses, including their form, content, and publication procedures.
What is the page limit for the prospectus summary under article 7 of the Prospectus Regulation?
Article 7 of Regulation (EU) 2017/1129 stipulates that the summary may not exceed seven A4 pages. It must include four specific sections: introduction and warnings, key information on the issuer, key information on the securities, and key information on the offer or admission.
What is the maximum number of risk factor categories and subcategories allowed in a prospectus under the ESMA Guidelines?
The ESMA Guidelines impose a limit of ten categories and subcategories of risk factors in a prospectus. This limitation aims to ensure that the risks presented are relevant and not redundant.
What is the maximum duration for delaying the publication of inside information under the MAR Regulation?
The MAR Regulation (EU) 596/2014 allows the delayed publication of inside information if three conditions are met: not misleading the public, ensuring confidentiality, and not undermining the issuer's legitimate interests. However, no maximum duration is specified, as this depends on the specific circumstances.
The European passport allows a prospectus approved by the AMF to be used only in France.
The European passport allows a prospectus approved by the AMF to be used in all EU member states via a notification to ESMA. This facilitates cross-border offerings by avoiding multiple approvals.
Risk factors in a prospectus should be generic and not specific to the issuer or the securities.
Under article 16 of the Prospectus Regulation, risk factors must be specific to the issuer or the securities, corroborated by the content of the prospectus, and material. They must not be generic.
Categorize items by dragging them to the appropriate zones
Items to categorize:
Periodic disclosure obligations
Ongoing disclosure obligations
Periodic disclosure obligations include the publication of annual and half-yearly financial reports, while ongoing disclosure obligations concern the publication of inside information and the disclosure of directors' transactions.
National exemption threshold for public offerings in France (since 2018)
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The national exemption threshold for public offerings in France is €8 million over a rolling twelve-month period since 21 July 2018. This threshold will be raised to €12 million by the Listing Act in June 2026.