Prospectus and Transparency Rules in Case of No-Deal Brexit

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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 This email address is being protected from spambots. You need JavaScript enabled to view it.  

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