CESR Nieuwe Europese prospectus aanbevelingen

CESR: nieuwe Europese prospectus aanbevelingen

Deze Verordening ziet op de uitvoering van de Prospectusrichtlijn (2003/71/EG). Marktpartijen hebben aangegeven dat er behoefte is aan nadere uitleg met betrekking tot de regels betreffende het opstellen van een prospectus. De aanbevelingen betreffen zowel financiële en niet-financiële informatievereisten voor het prospectus.

Het originele bericht vindt u hieronder.

CESR's final recommendations for Consistent Implementation of the EU Regulation on Prospectus

CESR publishes today its final recommendations for the consistent implementation of the European Commission's Regulation on Prospectus (Ref. CESR/05-054b) and a feedback statement (Ref. CESR/05-055b) which sets out how CESR has taken into account the comments received.  The final set of recommendations follows an extensive consultation with industry that has enabled the views from market participants and end-users to be fully considered when drafting the recommendations which are now in their final form.

The Prospectus Directive and accompanying Regulation establishes a harmonised format for Prospectus in Europe and allows companies to use this Prospectus to list on all European markets without having to re-apply for approval from the local regulator and by doing so, it is intended to help companies avoid the inherent delays and cost that this may involve. As a result of this new legislation, consumers can also be assured of more consistent and standardised information which will enable them to compare more effectively the various securities offers available from a wider number of European companies. This is likely to lead to a greater range of products being available to consumers by making it easier for European companies to list and offer on a number of exchanges or markets due to the strengthening and simplification of the regulatory regime.

During the consultations that CESR undertook in order to develop the level two advice for the European Commission and in the responses to the call for evidence published by CESR in March 2004, market participants expressed the need for a consistent approach to be adopted by competent authorities in the different jurisdictions when implementing the Regulation's requirements. In particular, there was a strong demand for guidance on a number of items of the Regulation.

In response to these demands, CESR members decided to start co ordinating their views and started a consultation process that has now been finalised with the publication of this paper. The aim of CESR when issuing these recommendations is to provide greater clarity for issuing companies regarding the provision to disclose information on a range of areas and to promote greater transparency in the way in which supervisors will apply the Regulation, without imposing further obligations on issuers.

Following the result of the consultation, CESR has decided to introduce a number of amendments to the original proposals. As suggested, CESR has taken into consideration the overarching principle of the Directive whereby the information included in a prospectus has to be given according to the particular nature of the issuer and of the securities offered to the public or admitted to trading. It has, therefore, set the scope to clarify to what types of securities each recommendation should apply, bearing in mind that investors need a different level of disclosure depending on the type of securities offered or admitted to trading.

In addition, CESR has decided not to issue recommendations on those items included in the consultation paper where there has been a clear consensus on the market on the fact that there is no need for further clarifications, as the Regulation is self explanatory.

Moreover, CESR has clarified the scope of its recommendation in relation to forecasts made outside the prospectus, for instance in the context of a road show; the recommendation on the capitalisation and indebtedness statement has been redrafted to address the concerns from respondents on the need to calculate and publish the level of profits at the date of the statement.

A number of amendments have been introduced in the specialist issuers section. Following criticism from market participants CESR decided to allow that the valuation report required for property companies is dated up to one year prior to the prospectus. In addition, CESR has clarified that the recommendation on scientific research based companies applies only to companies that can be defined as start-up companies. Moreover, for start-up companies, CESR decided not to require a valuation report on the services/products of the issuer. After due consideration of the pros and cons as put forward by the respondents, it was decided that this report should be voluntary.

The measures included in the paper cover:

• Financial Information Issues: The purpose of the recommendations is not to provide interpretations of IAS/IFRS or Member States' local GAAP but to clarify certain disclosure requirements included in the Regulation where necessary.
  Among others the paper includes recommendations on 'Operating and Financial Review'; 'Profit forecast or estimates'; 'Pro forma financial information' or, 'Working capital statements'.
• Non Financial Information Issues: This section comprises three areas: the first section, CESR proposes to issue recommendations in order to ensure co-ordination among competent authorities when applying Article 23 of the Regulation. This article gives competent authorities the power to require adapted information (in addition to the information items included in the schedules and building blocks) to those issuers listed in the Annex XIX of the Regulation (specialist issuers), such as start-up companies or property companies.
  
  The second area covers recommendations on certain items of the prospectus where CESR feels there is a need of clarification at this stage. Amongst others, the paper includes recommendations on the following items of the Regulation: Related party transactions, history of the share capital, or information on holdings.
  
  In addition, CESR also establishes recommendations on the content of the document required in case of securities offered to employees or offers of shares allotted free of charge to existing shareholders. This is an issue not related to the prospectuses schedules and building blocks.

The Expert Group on Prospectus, chaired by Mr Fernando Teixeira dos Santos, Chairman of the Portuguese Comissão do Mercado de Valores Mobiliários (CMVM) and supported by Mr Javier Ruiz of the CESR Secretariat, together with CESR-Fin in those areas related to disclosure of financial information where specific technical expertise in the field of financial reporting and accounting issues is needed, have developed these measures. CESR-Fin is a permanent group on financial reporting chaired by John Tiner, Chief Executive of the UK FSA and supported by Mr Michel Colinet of the CESR Secretariat.

The group has been assisted by a Consultative Working Group of experts drawn from a broad range of market participants.