The European Securities and Markets Authority (ESMA) has added twenty-five new Q&A on Regulation (EU) 2017/1129 (the ‘Prospectus Regulation’).
In view of the imminent application of the Prospectus Regulation from 21 July 2019, it is worth mentioning the Q&A 1.6, which provides clarification on “Continuing an offer which has initially been made using a base prospectus approved pursuant national laws implementing the Prospectus Directive after the entry into application of the Prospectus Regulation”
Q1.6 Can an offer which has initially been made using a base prospectus approved pursuant to national laws implementing the Prospectus Directive be continued by using a base prospectus that is approved pursuant to the Prospectus Regulation?
A1.6 Article 8(11) of the Prospectus Regulation confirms that offers may continue after the expiration of an approved base prospectus and explains how.
However, while Article 8(11) of the PR serves as the general legal basis for so-called ‘bridging offers’ (offers which are continued with unchanged terms and conditions using a succeeding approved base prospectus before the end of the validity of a preceding base prospectus) it does not specifically address the matter of bridging offers which are continued when transferring from a base prospectus approved pursuant to national laws implementing the Prospectus Directive to a base prospectus approved pursuant to the Prospectus Regulation.
Therefore, to provide clarity regarding the transitional phase, ESMA would firstly like to state that it is possible to continue an offer after the end of the validity of a base prospectus that was approved under the national laws implementing the Prospectus Directive by using a base prospectus that is approved under the Prospectus Regulation.
However, the person(s) responsible for the base prospectus should prepare a new set of final terms, with a revised summary of the individual issue annexed to the final terms. Both the new set of final terms and the revised summary should comply with the relevant provisions of the Prospectus Regulation and should be made available to the public and filed with the competent authority in the home Member State in accordance with Article 8(5) of the Prospectus Regulation.