ESMA Prospectus Directive Recommendations | Practical Law

ESMA Prospectus Directive Recommendations | Practical Law

ESMA Prospectus Directive Recommendations

ESMA Prospectus Directive Recommendations

Practical Law UK Glossary 1-526-9525 (Approx. 4 pages)

Glossary

ESMA Prospectus Directive Recommendations

Level 3 recommendations for the consistent implementation of the Prospectus Directive Regulation (EC) 809/2004. The purpose of the Recommendations was to help issuers and their advisers comply with the prospectus disclosure requirements under the Prospectus Directive regime and to assist consistency across the EU in this regard.
The Recommendations were originally published by the Committee of European Securities Regulators (CESR) and so known as the CESR Recommendations. From 2011, responsibility for them was taken over by the European Securities and Markets Authority (ESMA), which published an updated version on 20 March 2013 (see Legal update, Prospectus Regulation: corrected update of CESR recommendations regarding mineral companies).
The Prospectus Directive Regulation was repealed on 21 July 2019 and replaced by the Prospectus Regulation (EU) 2017/1129. In the EU, the Recommendations were replaced with the ESMA Prospectus Guidelines on 4 May 2021. In the UK, issuers and their advisors were required to continue to have regard to the Recommendations in respect of UK prospectuses and they were referred to in the Prospectus Regulation Rules (PRR) as a document that the FCA considered to be relevant to the UK prospectus regime until 27 May 2022. After this date, they were replaced with the FCA Primary Market Technical Note: Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers (May 2022/Primary Market/TN/619.1) (FCA Prospectus Disclosure Guidelines). These guidelines adapt, as FCA guidance, the ESMA Prospectus Guidelines and the measures on specialist issuers from the Recommendations.