ESMA published an updated version of its Questions and Answers (Q&As) on the Transparency Directive and its separate Q&As on the Prospectus Directive on 31 January 2019.

The Transparency Directive aims to ensure transparency of information for investors through regular disclosure of regulated information, and dissemination of information to the public. The Prospectus Directive provides for a single regime throughout the EU that governs the content, format, approval and publication of a prospectus for a securities offering.

The updated Q&As clarify the application of the Prospectus and Transparency Directives if the UK leaves the European Union in 2019 with no withdrawal agreement in place, i.e., a "no-deal Brexit."

The Q&As provide the following clarifications:

  • When issuers of equity securities and non-equity securities with a nominal value of below €1,000 who currently have the UK designated as their home Member State for purposes of the Prospectus Directive, choose a new home Member State, they should choose between the EU27 Member States / European Economic Area (EEA) States in which they have activities after the date of exit.
  • Issuers admitted to trading on a regulated market within EU27 / EEA EFTA, who currently have the UK as their home Member State for purposes of the Transparency Directive, should choose and disclose their new home Member State without delay following the date of exit.
  • As the UK will be a third country, prospectuses and supplements approved by the Financial Conduct Authority (FCA) before the date of exit cannot be used in the EU27 / EEA after a no-deal Brexit.

The press release can be found here.

The full Q&As regarding the Transparency Directive can be found here.

The full Q&As regarding the Prospectus Directive can be found here.

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