The Quoted Companies Alliance has submitted its response to European Securities and Markets Authority's (ESMA) call for evidence on implementing the recent amendments to the Prospectus Directive, including the proportionate disclosure regime for pre-emptive offers, companies with reduced market capitalisations and SMEs.
ESMA has been delegated to provide technical advice to the European Commission on how to implement a number of the proposed changes that came out of the Prospectus Directive review in 2010. This call for evidence is the first in a series of consultation, with a view to ESMA issuing its final technical advice to the Commission in October 2011.
Our response, prepared by the QCA Legal Committee, focuses on what information could be included and excluded from a proportionate prospectus and outlines in details areas where information is redundant or could be referred to by incorporation by reference. The response also seeks clarity on the wording of the amendment allowing a proportionate prospectus regime for pre-emptive offers, as it would seemingly exclude any offers from a company that has disapplied pre-emption rights.
The QCA Legal Committee plans to visit ESMA in May 2011 to further discuss these issues and present proposals to reduce disclosure in prospectuses.