An approved prospectus is mandatory if securities are offered to the public or admitted to trading on a regulated market in the Netherlands or another Member State of the European Union. This obligation is stipulated in the Prospectus Regulation (EU) 2017/1129. In order to determine whether such an obligation exists, the terms ‘securities’, ‘offer of securities to the public’ and, in case of admission to trading, ‘regulated market’ are of importance. These terms are defined in Article 2 of the Prospectus Regulation. The Prospectus Regulation also contains several exceptions to the obligation to publish a prospectus, the content requirements of the prospectus and the rules with respect to advertisements.
Certain requirements in the Prospectus Regulation are further delineated in separate Delegated Regulations. The European Commission published these Delegated Regulations on 15 March 2019:
- Delegated Regulation (EU) 2019/980 of 14 March 2019 regarding the format, content, scrutiny and approval of the prospectus
- Delegated Regulation (EU) 2019/979 of 14 March 2019 regarding to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal.
Furthermore, the European Securities and Markets Authority (ESMA) published guidelines on the risk factors that have to be included in the prospectus, and Q&A’s on the Prospectus Regulation. ESMA also published guidelines on disclosure requirements under the Prospectus Regulation. These guidelines will become effective two months after the publication on ESMA’s website of the translations into all the official EU languages.
Read more about the prospectus legislation on the ESMA-website.