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On the 31 January 2019, the European Securities and Markets Authority (ESMA) issued three Q&As regarding the Prospectus Directive (PD) and the Transparency Directive (TD).

The purpose of the Q&As is to promote common supervisory approaches and practices in the application of the PD and the TD in case of a no-deal Brexit. The Q&As provide the following clarifications in the event of a no-deal Brexit:

1.When issuers of equity securities and non-equity securities below 1,000 EUR who currently have the UK as their PD home Member State choose a new home Member State, they should choose between the EU27 Member States / EEA EFTA States in which they have activities after 29 March 2019 (either offers/admissions made after the withdrawal or admissions made before the withdrawal which continue after the withdrawal);

2.Issuers admitted to trading on a regulated market within EU27 / EEA EFTA who currently have the UK as their TD home Member State should choose and disclose their new home Member State without delay following 29 March 2019; and

3.As the UK will be a third country, prospectuses and supplements approved by the UK FCA before 29 March 2019 cannot be used in EU27 / EEA EFTA after a no-deal Brexit. 

This document does not purport to give legal, financial or tax advice. Should you require further information or legal assistance, please do not hesitate to contact