1 jan 2020 · ESMA was given a mandate to develop guidelines to assist national competent authorities in their review of the specificity and materiality of risk factors and of the presentation of risk factors across categories depending on their nature
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[PDF] Guidelines on risk factors under the Prospectus Regulation - ESMA
1 oct 2019 · These guidelines are to assist competent authorities when reviewing the specificity, materiality and presentation of risks factors across categories
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29 mar 2019 · Consultation Paper Consultation Paper: Guidelines on risk factors under the Prospectus Regulation (ESMA31-62-996)13 July 2018 ESMA
[PDF] RISK FACTORS UNDER THE NEW EUROPEAN - Clifford Chance
1 jan 2020 · ESMA was given a mandate to develop guidelines to assist national competent authorities in their review of the specificity and materiality of risk factors and of the presentation of risk factors across categories depending on their nature
[PDF] ESMA Publishes Guidelines on Risk Factors - Better Regulation
guidelines on risk factors under the new Prospectus Regulation, slightly The proposed guidelines describe how ESMA expects competent authorities to apply
[PDF] Guidelines on Risk Factors under the New Prospectus Regulation
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January 2020 | 1 Clifford Chance
RISK FACTORS UNDER THE NEW EUROPEAN PROSPECTUS REGULATION: WHAT ARE THE NEW RULES AND HOW DO THEY APPLY IN PRACTICE?
When the draft of the new Prospectus Regulation was first circulated, one of the major talking points was the changes to the rules regarding risk factors. This article looks at the new regime, taking into account our experience in France since the entry into force of the relevant provisions of theProspectus
Regulation on 21 July 2019.
INTRODUCTION
In order to protect investors and facilitate the effective functioning of the European internal market in a wide variety of securities, Regulation (EU)2017/1129 of the European Parliament and of the Council (the "Prospectus
Regulation
") sets out harmonised principles and rules on the prospectus to be drawn up, approved and published when securities are offered to the public or admitted to trading on a regulated market. Subject to limited exceptions, 1 pursuant to the Prospectus Regulation, a prospectus is required if the securities in question are to be (i) offered to the public in the European Union 2 or (ii) listed on a regulated market in the European Union. 3This article will examine one sub
-set of these harmonised principles and rules: the risk factors. The Prospectus Regulation requires risk factors to be included in the prospectus to ensure that investors are aware of and can assess the relevant risks related to their investment and can therefore make informed investme nt decisions in full knowledge of the facts. The risk factors, included in a distinct section of the prospectus, are split into two types: risk factors relating to the issuer of the securities (and any guarantor) and risk factors relating to the securities themselves. This article will focus exclusively on the former. This is because, since the entry into force of the relevant provisions of the Prospectus Regulation on 21 July 2019, a market 1Thes e exceptions may be found in the Prospectus Regulation at Articles 1(2) (in relation to the types of
securities offered), 1(4) (in relation to offers to the public), 1(5) (in relation to regulated markets) and
3(2) (in relation to non-passported prospectuses relating to securities totalling less than 8,000,000
over 12 months). The exception in Article 3(2) only applies if individual Member States decide to authorise it, as is the case with France. 2Ar ticle 3(1) of the Prospectus Regulation. This definition of offer of securities to the public is found in
Article 2(d) of the Prospectus Regulation: "a communication to persons in any form and by any means,presenting sufficient information on the terms of the offer and the securities to be offered, so as to
enable an investor to decide to purchase or subscribe for those securities." 3Ar ticle 3(3) of the Prospectus Regulation. A 'regulated market' is defined in point (21) of Article 4(1) of