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PD III – the new Prospectus Regulation

The new Prospectus Regulation, known as PD III, is intended to improve the functioning of the internal capital markets and guarantee investor protection. Whilst PD III is now in application, it remains to be seen whether the intended enhancements will achieve these aims.

The new Prospectus Regulation, known as PD III, is intended to improve the functioning of the internal capital markets and guarantee investor protection. Whilst PD III is now in application, it remains to be seen whether the intended enhancements will achieve these aims.

The new Prospectus Regulation (2017/1129, known as PD III), which came into effect on 21 July 2019, is intended to minimise variation in the interpretation and application of legislation across the EEA with a view to improving the functioning of the internal capital markets and guaranteeing investor protection. As PD III is in the early days of application, it remains to be seen whether the intended enhancements will achieve these aims, but what is clear is that the changes will have practical implications for issuers and other market participants.

PD III applies to prospectuses where securities are being offered to the public in the EEA and/or traded on an EEA regulated market. The new regime introduced significant changes to risk factors and summaries, a range of changes to disclosure requirements more generally and changes to the “advertisements” requirements (which have been the subject of industry discussions). PD III will result in a number of practical changes to the process of conducting and documenting offerings and admissions to trading in both the debt and equity capital markets space.

Debt Capital Markets

Prospectus Spotlight

Prospectus Spotlight

We have now published our new online client guide to PD III – Prospectus Spotlight. We also continue to maintain our PD website whilst the grandfathering period for base prospectuses approved under the PD is still in place. To access these websites please visit your client portal. If you require assistance please contact jamal.allen@allenovery.com.

Prospectus Spotlight is an online guide that provides clients with access to legislation and Allen & Overy guidance on the Prospectus Regulation – so-called PD III - and its implementation. It sets out key concepts found in PD III, provides insights on the impact of PD III on listing different types of securities and contains links to related legislation, guidance and publications.

Seminar: Third time lucky for the EU Prospectus Regime from a debt capital markets perspective?

Seminar: Third time lucky for the EU Prospectus Regime from a debt capital markets perspective?

This seminar, which was recorded before the EU Prospectus Regulation (so-called PD III) came into effect on 21 July 2019, provides an overview of the changes in the debt capital markets space made by PD III. The focus of the seminar is on the key areas of change for debt securities arising as a result of PD III (and associated legislative developments) and the likely impact on practical aspects of debt capital markets transactions.

Podcast: Third time lucky for the EU Prospectus Regime from a debt capital markets perspective?

Podcast: Third time lucky for the EU Prospectus Regime from a debt capital markets perspective?

This podcast, which was recorded before the Prospectus Regulation – so-called PD III – came into effect on 21 July 2019, provides an overview of the changes in the debt capital markets space made by PD III. The focus of the podcast is on the key areas of change for debt securities arising as a result of PD III (and associated legislative developments) and the likely impact on practical aspects of debt capital markets transactions.

Listen to the Allen & Overy Podcast on:

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FAQs: The EU's new Prospectus Regulation – understanding the practical implications for issuers of debt securities

FAQs: The EU's new Prospectus Regulation – understanding the practical implications for issuers of debt securities

These FAQs contain brief answers to some frequently asked questions on the Prospectus Regulation – so-called PD III. These should be considered together with our slides, seminar and podcast (all linked above), which contain more detail on this topic.

Read FAQs

Equity Capital Markets

FAQs: EU's new prospectus regime – understanding the practical implications for issuers of equity securities​

FAQs: EU's new prospectus regime – understanding the practical implications for issuers of equity securities​

The new Prospectus Regime (known as PD III), which applied from 21 July 2019, is intended to strengthen the existing rules without fundamentally changing their overall scope. As PD III is in the early days of application, it remains to be seen whether the proposed enhancements will provide greater protection for investors, but what is clear is that the changes will have practical implications for issuers and other market participants.  Read FAQs

Prospectus Spotlight

Prospectus Spotlight

We have now published our new online client guide to PD III – Prospectus Spotlight. We also continue to maintain our PD website whilst the grandfathering period for base prospectuses approved under the PD is still in place. To access these websites please visit your client portal. If you require assistance please contact jamal.allen@allenovery.com.

Prospectus Spotlight is an online guide that provides clients with access to legislation and Allen & Overy guidance on the Prospectus Regulation – so-called PD III - and its implementation. It sets out key concepts found in PD III, provides insights on the impact of PD III on listing different types of securities and contains links to related legislation, guidance and publications.