This morning, the European Securities and Markets Authority (ESMA), published its final Guidelines on disclosure requirements under the Prospectus Regulation. The Guidelines provide guidance to market participants regarding the disclosure of financial and non-financial information in prospectuses. The aim of the Guidelines is to ensure that market participants have a uniform understanding of the relevant disclosure required in the various annexes included in the Delegated Regulation supplementing the Prospectus Regulation. The Guidelines will help those responsible for the prospectus (in the case of Maltese companies, the Board of Directors) to assess which disclosure is required and to promote consistency across the EU in how the annexes to the Delegated Regulation are applied.
The Guidelines generally replicate the content of the recommendations of the Committee of European Securities Regulators (ESMA’s predecessor) for the consistent implantation of Commission Regulation (EC) 809/2004 (which was repealed by the ‘new’ Prospectus Regulation), with some drafting changes to simplify the content and improve readability. Additional changes have been made to transform the text of the CESR recommendations into Guidelines and to reflect the repeal of the Prospectus Directive and its replacement with the Prospectus Regulation.