The EU’s new Prospectus Regulation was published in the Official Journal of the EU on 30 June 2017 and enters into force 20 days after such date, so 20 July 2017. The vast majority of its provisions will have effect from 21 July 2019. Although many market participants have pushed for a major revamp of the prospectus regime for securities in the EU, the new Regulation maintains the broad framework of the existing regime. There are, however, some important changes which we highlight below.

Background -

The current Prospectus Directive (“PD”) came into force on 31 December 2003 and introduced, for the first time, a unified framework for the approval and content requirements for securities prospectuses across the EU. Importantly, it also provided for a pan-European passporting regime so that prospectuses approved in one member state could be used for offers of relevant securities in other EU member states. Although there have been some amendments to the PD in the intervening years, the current regime remains in essentially the same form as it was when introduced in 2003.