On 4 December 2019, ESMA published the third version of its questions and answers on the PR which entered into force on 20 July 2017, and applied in full from 21 July 2019.
The Q&A relates to the inclusion of pro forma summaries in base prospectuses, with ESMA's view being that it is not possible to include a pro forma summary in a base prospectus. The last Q&A published by ESMA on the PR was on 12 July 2019. The Q&A also relates to the application of the PR disclosure annexes where securities do not fall neatly within a specific disclosure regime. ESMA's view is that annexes which are already applicable to certain securities should be applied to the prospectus for comparable securities. Additionally, ESMA has taken the view that issuers and competent authorities should identify any additional information that need to be disclosed in order to satisfy the "necessary information test" and which might, for example, be required under another securities note or additional information annex under the PR. Issuers should therefore contact authorities in their Member State to better understand what qualifies as necessary information to be disclosed for a security where they are not certain as to which PR annexes should apply to their prospectus.
View ESMA's Q&A report here.
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