The European Commission has published draft regulations to amend and correct two Delegated Regulations made under the Prospectus Regulation, and the Institute of Chartered Accountants in England and Wales (ICAEW) has published guidance for issuers when preparing prospective financial information.
Amendments to Delegated Regulations under the Prospectus Regulation
- Format, content, scrutiny and approval of prospectuses (Regulation EU/2019/980) –The amendments to this Regulation include provisions relating to: qualified audit opinions; derogations from disclosure requirements for certain types of convertible, exchangeable and derivative securities; universal registration documents; and EU growth prospectuses. The amendments will apply retrospectively with effect from 21 July 2019, but a prospectus published before the amending regulation enters into force will remain valid.
- Key financial information in the summary, publication of prospectuses, advertisements and supplements (Prospectus RTS Regulation EU/2019/979) – The amendments to this Regulation are mainly to address errors, the most significant of which is to delete the requirement that issuers of securities which are convertible or exchangeable into third party shares must publish a supplement to their prospectus. The amendments will apply retrospectively with effect from 21 July 2019, but the validity of any prospectus published prior to the regulation’s entry into force will not be affected by its failure to comply with the changes to the requirements in relation to the Summary section of the prospectus.
Guidance on preparing prospective financial information
The ICAEW has published guidance for issuers when preparing prospective financial information, for example in connection with capital markets transactions.
The guidance sets out general principles and guidance when preparing prospective financial information, as well as guidance on specific types of prospective financial information such as working capital statements, profit forecasts and synergy statements.
The guidance is stated to come into effect on 15 October 2020 but early adoption is encouraged.
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