Commission Delegated Regulations amending the Prospectus RTS Regulation
Published on 14 September 2020 in the Official Journal of the EU, Commission Delegated Regulation (EU) 2020/1272 brought several modifications to Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing Regulation (EU) 2017/1129 with regard 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, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301 (the “RTS”).
It amends Article 18(1) of the RTS by removing all references to issuers of securities convertible or exchangeable into third party shares.
Article 18(1) of the RTS lists the situations in which an issuer is required to publish a supplement to its prospectus. In its most recent version, issuers of securities convertible or exchangeable into shares of third parties were required to do so. Yet, Commission Delegated Regulation (EU) No. 382/2014 with regard to regulatory technical standards for publication of supplements to the prospectus, subsequently replaced by the RTS, did not require such issuers to publish a supplement to their prospectus. As these former rules have proven to be efficient and have not diminished the level of investor protection, Commission Delegated Regulation (EU) 2020/1272 deleted all references to issuers of securities convertible or exchangeable into shares of third parties from the list in Article 18(1) of the RTS.
It also inserts a new article 22a in the RTS dealing with summaries of prospectuses approved between 21 July 2019 and 16 September 2020 for non-financial entities.
The Commission Delegated Regulation (EU) 2020/1272 entered into force on 17 September 2020, but some of the amendments to Article 18(1) and Article 21 apply retrospectively, with effect from 21 July 2019.
Commission Delegated Regulation amending Delegated Regulation 2019/980 supplementing the Prospectus Regulation
Commission Delegated Regulation (EU) 2020/1273 was published on 14 September 2020 in the Official Journal of the EU and it modifies Commission Delegated Regulation 2019/980 supplementing Regulation (EU) 2017/1129 as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004, by adding new articles and correcting others.
Commission Delegated Regulation (EU) 2020/1273 entered into force on 17 September 2020. However, Article 1(1) to (8) (amendments to Articles 2, 4, 12, 13, 24, 25, 28 and 30) and Article 2 (amendments to Article 33 and 42(2)(g)) apply retrospectively, with effect from 21 July 2019.
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