Prospectus Directive

Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. The Prospectus Directive is a framework directive made under the Financial Services Action Plan ( . It provides for a single regime throughout the EU governing the requirement for a prospectus and its content, format, approval and publication.

The Prospectus Directive came into force on 31 December 2003 and had to be implemented in member states by 1 July 2005. It was implemented in the UK through the Prospectus Regulations 2005 (SI 2005/1433) (which amended the Financial Services and Markets Act 2000 and revoked the POS Regulations ( ) and certain other legislation and amendments to the FCA Handbook (in particular the introduction of the Prospectus Rules ( ).

The Prospectus Directive has been amended a number of times, including most significantly by Directive 2010/73/EU (Amending Directive), which aimed to simplify and improve the application of the Prospectus Directive.

The Amending Directive came into force on 31 December 2010 and had to be implemented by member states by 1 July 2012.

On 30 November 2015, the European Commission adopted a legislative proposal for a new prospectus regulation which is intended to repeal and replace the Prospectus Directive along with its corresponding implementing measures (including the current Prospectus Regulation ( ). The review of the Prospectus Directive was identified as a key strategic priority for the European Commission in its action plan on building a Capital Markets Union (see Practice note, Capital markets union (CMU): overview ( ).

For further details, see Practice notes, Prospectus Directive: overview ( and When is a prospectus required? ( .

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