Fernando TEIXEIRA DOS SANTOS, Former Chairman of the Portuguese Securities Market Commission (CMVM)
The Commission issued CESR with a mandate regarding a possible amendment to the requirements in Commission regulation (EC) 809/2004 regarding the historical financial information which must be included in a prospectus. This came following market participants’ requests to CESR for clarification as to how this would be implemented on a day-to-day basis and follow up work by CESR itself to ensure supervisory convergence in implementation. The initial findings of CESR’s work and discussion with the European Commission indicated that it might be appropriate to tackle potential differences in implementation by amending the Regulation itself. The European Commission therefore issued CESR with a mandate to set out its advice as to how this may best be done.
CESR delivered its advice on this issue on 27 October 2005.
The Expert Group was established by CESR to provide advice to the Commission on the implementing measures set out in the Prospectus Directive (OJ Ref 2003/71). This expert group is not permanent and is currently working in a ‘Level 2’ capacity, as set out under the ‘Lamfalussy process’. Level two ‘implementing measures’ set out some of the technical requirements necessary to acheive the high level objectives established in the Directive under what is referred to as ‘Level 1’ of the Lamfalussy process.
Mandates: The mandates from the European Commission were formalised on 1 October 2003 (CESR Ref) after the adoption of the Prospectus Directive. Prior to this, CESR undertook its work on the basis of provisional mandates to ensure the overall time frame for adoption of the Directive was respected. On this basis, the European Commission identified three deadlines for CESR to submit parts of its advice to the European Commission as follows: 31 July 2003, 30 September 2003, 31 December 2003.
CESR’s advice to the European Commission has focused on six different areas covered by the mandates and can be summarised as follows:
• Minimum information: disclosure requirements to be included in different models of prospectuses – Article 7 (1) of the Prospectus Directive
• Incorporation by Reference – Article 11 (3)
• Publication of the prospectus – Article 14 (8)
• Format of the prospectus – Article 5 (5)
• Annual Information – Article 10 (1) and (4)
• Advertising – Article 15 (7)
• A Consultative Working Group of 11 experts, drawn from across the markets and reflecting investors’ interests, was established to assist the Experts Group.
02 Mar. 2007
COMMISSION REGULATION as regards financial information in prospectuses where the issuer has a complex financial history or has made a significant financial commitment Reg 211/2007
26 Jan. 2007
Commision regulation as regards information contained in prospectuses as well
as the format, incorporation by reference and publication of such prospectuses and dissemination of
27 Oct. 2005
CESR’s advice to the European Commission on a possible amendment to Regulation (EC) 809/2004 regarding the historical financial information which must be included in a prospectus
27 Oct. 2005
Press release - CESR’S publishes its final advice of a possible amendment to the Prospectus Regulation regarding the treatment of complex financial information
27 Oct. 2005
Feedback statement - CESR's Consultation on a possible amendment to Regulation (EC) 809/2004 regarding the historical financial information which must be included in a prospectus