ESMA has published an opinion on the assessment of third country prospectuses under Article 20 of the Prospectus Directive (2003/71/EC) (“PD”).  Article 20 of the PD provides that the competent authority of the home Member State of issuers having their registered office in a third country may approve a prospectus for an offer to the public or for admission to trading on a regulated market, drawn up in accordance with the legislation of a third country. 

The framework adopted by ESMA is designed to ensure a uniform application of the PD.  It sets out ESMA’s view on how a third country issuer that has drawn up a prospectus in accordance with a third country’s legislation can meet the requirements of the PD.  Where the PD requires additional information, the framework identifies the information that can be added to the third country prospectuses as an equivalence “wrap” so that the resulting document meets the requirements of the PD.  The annex to the opinion sets out a categorisation of disclosure requirements under the PD, which will be used by ESMA to assess what disclosure will need to be included in the wraps for prospectuses from specific third countries.

Contributed by Vincent Coyne