[Newsflash n. 6]
The European Securities and Markets Authority (ESMA) has updated its Q&A on prospectus related issues.
The updates concern: (i) the possibility for a base prospectus (BP) to include an additional column to reflect recent or future material changes to the capitalisation and indebtedness statements, (ii) the possibility to continue a public offering beyond the validity of the relevant BP.
Eventually, ESMA clarifies one area of uncertainty that has often affected the operation of issuers, i.e. what happens when the issuer files final terms prior to the end of the base prospectus validity and the offer period extends beyond it.
In particular, ESMA specifies that such offer period is possible in relation to non-equity securities, provided that the following conditions are fulfilled:
- The offer must have a start and an expected end date, even if such is beyond the validity period of the BP;
- The issuer is required to have complete and up-to-date prospectus (including supplements, if needed) in place at any point in time during the offer period;
- The issuer should have a new base prospectus approved and published before the initial base prospectus expires.
- In addition, if the issuer wishes to continue to use the final terms relating to the initial base prospectus:
- The new BP should include or incorporate by reference the form of final terms from the initial base prospectus;
- The new BP should identify the securities that are being offered (e.g. by listing ISINs, specifying where the final terms of those securities are published);
- The final terms related to the initial base prospectus should contain a prominent warning on their first page indicating the last day of validity of the initial base prospectus and where the succeeding base prospectus will be published.
The Q&A can be found here: Q&A on prospectus related issues (24th version)
Contacts:
Vito Vittore
Senior Partner
Elena Pagnoni
Of counsel
Luigi Bonifacio
Associate
