Introduction
On July 3 2012 the Prospectus Revision Law was passed, which:
- implements EU Directive 2010/73/EC, which amends both the EU Prospectus Directive and EU Directive 2004/109/EC, which concerns the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market;
- amends the Prospectus Law 2005 on prospectuses for securities; and
- amends the Transparency Law 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
The law retroactively became effective on July 1 2012.
The Prospectus Law – as amended by the Prospectus Revision Law – must be read together with the Prospectus Regulation (EU Regulation 809/2004), which was recently modified by two delegated regulations of the European Commission. In addition to the changes provided for in the Prospectus Revision Law and the new EU delegated regulations, the commission will adopt further detailed provisions and permit the future update of various thresholds used in the Prospectus Directive. These changes are likely to be implemented in the form of EU regulations (rather than through directives and national laws), and are generally required to be adopted by December 31 2014, with the exception of the implementation measures relating to the form and content of the summary, which became effective on July 1 2012.
The changes implemented by the Prospectus Revision Law primarily concern the Prospectus Law and can be summarised as follows:
- The term 'key information' has been defined and the summary format has been standardised.
- The term 'company with reduced market capitalisation' has been introduced and a proportionate disclosure regime has been established for this category of company, as well as for small and medium-sized enterprises (SMEs).
- The definition of 'qualified investor' has been modified to correspond with the EU Markets in Financial Instruments Directive (MiFID) definition.
- Exemptions have been reviewed and the thresholds for certain exemptions have been amended (eg, the €50,000 threshold has been raised to €100,000).
- Use of the prospectus by financial intermediaries in case of retail cascade has been provided for.
- Withdrawal rights have been clarified.
The requirement that an annual document be published pursuant to the Prospectus Law has been abrogated.
Several provisions of the Transparency Law have been amended (eg, the
€50,000 threshold has been increased to €100,000).
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