Prospectuses for investors – Simplifying equity-raising during the pandemic

A prospectus is a legally required document presenting information about a company and the securities that it offers to the public or seeks to admit to trading on a regulated market. The relevant EU legislation consists of a directive, adopted in 2003, amended in 2010, and finally replaced by a regulation in 2017. Drawing up a prospectus entails time and costs, which in the current economic context may deter issuers in distress from seeking to raise new funds, in particular equity. To remedy this, the Commission proposed to amend Regulation (EU) 2017/1129. These amendments aim at creating a temporary (18 month) regime for a short-form prospectus and to simplify the procedure for issuers (so that they can rapidly raise capital), as well as to release pressure on financial intermediaries. The Commission proposal was reviewed by the co-legislators who, among other things, increased the range of those who can benefit from the regime, added elements that must appear in the recovery prospectus and increased the minimum information in the prospectus. They further amended Directive 2004/109/EC (the 'Transparency Directive'), thus providing Member States with the option to postpone, by one year, the requirement for listed companies.