A series of changes to the EU prospectus regime became effective on July 1, 2012, as a result of Directive 2010/73/EU (the “Amending Directive”) which amended Directive 2003/71/EC (the “Prospectus Directive”). At the same time, two delegated regulations by the EU Commission—Regulation (EU) No 486/2012 and Regulation (EU) No 862/2012—became effective, amending Regulation (EC) No 809/2004 (the “Prospectus Regulation”).
Key changes as a result of the amendments to the Prospectus Directive and the Prospectus Regulation relate to:
- The format and permitted content of “final terms” used with base prospectuses in debt issuance programs;
- The format of the prospectus summary, as well as the detailed content and specific form of key information required in the summary; and
- Required consents to use a prospectus in a so-called “retail cascade.”
Taken together, these changes require significant alterations to Prospectus Directive-compliant prospectuses, in particular the base prospectuses for structured note programs widely used by many financial institutions. In addition, the changes have required financial intermediaries and their compliance personnel to design revised procedures to ensure compliance with the new consent requirements in the context of retail cascades.
Please join Mayer Brown Debt Capital Market partners Jochen Seitz (Frankfurt), Bernd Bohr (London) and James Taylor (London) for a presentation about how some of the key changes have been implemented in practice by the competent authorities in the United Kingdom (UKLA) and Germany (BaFin).