Prospectus Level 3
Level 3

Gérard RAMEIX, Secretary General of the French Authorité des Marchés Financiers (AMF)

Comments on the Q&A should be sent by email to the Secretariat

This Expert Group was given a mandate by CESR’s Chairman to develop guidance on the various disclosure requirements under the implementing measures of the Prospectus Regulation. The Expert Group therefore worked in a 'level 3' capacity (as defined by the Lamfalussy process) and as a result, the outcome of this Expert Group’s work is reflected in common guidelines which do not constitute European Union legislation. This guidance will therefore be included in the regulatory practices of CESR members. To ensure continuity of the work carried out by CESR on Prospectus in a ‘level 2’ capacity (in other words, when preparing advice for the European Commission), CESR agreed that the Chairman, rapporteur and expert group members should remain the same as those who prepared the advice on level 2 measures. However, a new consultative working group was formed to assist the group now working in this new capacity (for a list of these individuals, please click on the button consultative working group in this page).

The European Commission adopted on 29 April 2004 the Regulation 809/2004 implementing the Directive 2003/71/EC, on the prospectus to be published when securities are offered to the public or admitted to trading (Prospectus Directive). The Directive sets the overarching content requirements, but the detail is being set within the Level 2 Regulation. In addition, CESR was expected to issue Level 3 recommendations as to how its members expect the provisions at Level 2 to be applied.

The new regime for prospectuses will be effective within the EU on 1 July 2005. During CESR’s consultation process, market participants have stressed the importance of having these recommendations published as soon as possible in order to have enough time to prepare themselves for the new regime. CESR approved the recommendations on 27 January, and they were published on 10 February 2005, so that issuers and their advisers have certainty about the disclosure requirements for prospectuses in good time before 1 July 2005.

The work of this group, although related, differs from the work undertaken to establish ‘CESR’s Advice to the European Commission on Prospectus’. This work can be found on the website page ‘Prospectus – ‘level 2’’. The work (carried out in a ‘level 2’ capacity) assisted the Commission in its development of the legislative implementing measures, published in the form of a draft (Prospectus) Regulation on 20 Jan 2004. CESR’s advice which followed a request from the Commission in the shape of a series of Commission ‘mandates’, was submitted by CESR to the European Commission in three packages during 2003. The last part of this advice was submitted to the European Commission in December 2003.

26 Feb. 2009
Languages accepted for the purpose of the scrutiny of the Prospectus and requirements of translation of the Summary Updated – February 2009
10 Feb. 2009
Frequently asked questions regarding Prospectuses: Common positions agreed by CESR Members - 8th Updated Version - February 2009
17 Dec. 2008
Public statement - Assessment on the Equivalence of Prospectuses from non-EEA Jurisdictions (Article 20.1 Prospectus Directive)
17 Dec. 2008
Frequently asked questions regarding Prospectuses: Common positions agreed by CESR Members - 7th Updated Version - December 2008
14 Oct. 2008
CESR data on prospectuses approved and passported - January 2008 to July 2008