The Prospectus (Amendment etc.) (EU Exit) Regulations 2019

Simplified disclosure regime for secondary issuers U.K.

42.  In Article 14—

[F1 (a) for paragraph 2 substitute—

“2.   By way of derogation from Article 6(1), and without prejudice to Article 18(1), the simplified prospectus shall contain the relevant reduced information which is necessary to enable investors to understand—

(a) the prospects of the issuer and the significant changes in the business and the financial position of the issuer and the guarantor that have occurred since the end of the last financial year, if any;

(b) the rights attaching to the securities;

(c) the reasons for the issuance and its impact on the issuer, including on its overall capital structure, and the use of the proceeds.

The information contained in the simplified prospectus shall be written and presented in an easily analysable, concise and comprehensible form and shall enable investors to make an informed investment decision. It shall also take into account the regulated information that has already been disclosed to the public pursuant to—

(a) provisions of the law of the United Kingdom relied on at the time of the disclosure in question to implement Directive 2004/109/EC, where applicable, in relation to disclosures made before IP completion day,

(b) the UK law which implemented Directive 2004/109/EC, where applicable, in relation to disclosures after IP completion day, and

(c) Regulation (EU) No 596/2014.

Those issuers referred to in point (d) of the first subparagraph of paragraph 1 of this Article that are or are not required to prepare consolidated accounts in line with section 399 of the Companies Act 2006F2 after their securities' admission to trading on a regulated market shall compile the most recent financial information pursuant to point (a) of the second subparagraph of paragraph 3 of this Article, containing comparative information for the previous year included in the simplified prospectus, in accordance with Article 23a of Regulation (EU) 2019/980F3 .

Third country issuers whose securities have been admitted to trading on an SME growth market shall compile the most recent financial information pursuant to point (a) of the second subparagraph of paragraph 3 of this Article, containing comparative information for the previous year included in the simplified prospectus in accordance with Article 23a of Regulation (EU) 2019/980.”.]

(b) in paragraph 3—

(i) in the first subparagraph, for “The Commission shall, by 21 January 2019, adopt delegated acts in accordance with Article 44 to” substitute “ The Treasury may by regulations ”;

(ii) in the third subparagraph—

(aa) for “Commission” in each place it occurs, substitute “ Treasury ”;

(bb) for “Directive 2004/109/EC, where applicable, and Regulation (EU) No 596/2014” substitute “ the provisions referred to in the second sentence of paragraph 2 of this Article ”.

Textual Amendments

F1 Reg. 42(a) substituted (31.12.2020 immediately before IP completion day) by The Financial Services (Miscellaneous Amendments) (EU Exit) Regulations 2020 (S.I. 2020/628), regs. 1(3), 17(4)

F2 2000 c. 46.

F3 As amended by S.I. 2019/1234 which inserted Article 23a.

Commencement Information

I1 Reg. 42 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(4)