EUprospectusregelgeving

The EU prospectus framework is a set of rules governing the disclosure and sale of securities within the European Union. The central element is Regulation (EU) 2017/1129, the Prospectus Regulation, which harmonizes the format, content, and approval of prospectuses across EU member states for offers to the public and for admission to trading on EU markets. The Regulation aims to facilitate cross-border offerings by allowing a single, EU-wide prospectus approved by a home member state's competent authority to be used in other member states.

Scope and content: The Regulation applies to offers of securities to the public in the EU and to the admission of securities to trading on EU-regulated markets. It establishes requirements for the prospectus content, including information about the issuer, the offered securities, the use of proceeds, financial statements, risk factors, and the offering terms. A concise prospectus summary is also required to assist investors.

Exemptions: The Regulation provides exemptions for certain offerings, such as those addressed to qualified investors or to a limited number of investors per member state, as well as specific types of securities or small offerings below defined thresholds. National exemptions may also apply in certain circumstances.

Approval and supervision: Prospectuses must be approved by the competent authority of the issuer’s home member state. ESMA, the European Securities and Markets Authority, coordinates supervisory convergence and issues technical standards and guidance to support consistent application across the EU.

Impact and limitations: The framework aims to protect investors while reducing fragmentation and facilitating cross-border capital raising. It does not cover all offerings, and private placements or non-EU offers may be exempt or governed by other rules.