Prospectus & Transparency Update

Regulatory Roundup 37 included details of the joint HM Treasury and FSA Consultation Paper (CP11/28) concerning the changes that need to be brought about to the Prospectus (PR) and Transparency (DTR) regimes in the Handbook as a result of Amending Directive 2010/73/EU.

All Member States have until 1 July 2012 to implement the Directive in national legislation. As mentioned in the article, the UK has already introduced two of the required changes: increasing the investor threshold before a prospectus is required from 100 to 150 investors and raising the total size of an offer before an offer falls within the prospectus regime from €2.5M to €5M.

Following the end of the consultation period, which received seven responses, a joint Policy Statement (PS12/9 “UK implementation of Amending Directive 2010/73/EU”) has been published.

Changes that will come into effect in July will include increasing the exemption requirement from a minimum consideration to be paid by any investor from €50K to €100K and aligning the definition of ‘qualified investor’ with MiFID (professional client and eligible counterparty).

The near-final rules (which are dependant upon Parliamentary approval of the necessary amendments to The Prospectus Regulations) are in Appendix 2 of PS12/9.

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