The underlying legislative framework has been entirely changed, but the principles remain substantially the same. The new prospectus regime is fully effective as of 21 July 2019.
The Prospectus Regulation replaced the Prospectus Directive and its implementing laws. The new prospectus regime will change in particular the prospectus summary and the disclosure of the risk factors.
Issuers of equity and non-equity securities on a continuous basis may use the Universal Registration Document to have a faster access to the capital markets. Qualifying issuers, mainly SMEs, will be allowed to prepare a simplified EU Growth Prospectus. The lighter wholesale disclosure regime applies also to non-equity securities, regardless of their denomination, which are admitted to trading on a segment of a regulated market accessible only to qualified investors. The exemption regime has been slightly changed, now allowing the offering of securities of up to EUR 8 million without a prospectus in Luxembourg (crowdfunding exemption).
This GSK Update highlights further details and discusses what to expect.
Valerio Scollo, LL.M. (NYU), LL.M. (NUS)