The Issue and Offer of Securities

Anthony Jimenez & Company provides a full advisory programme for a firm that wishes to offer securities to the public or admit securities for trading.

A firm that wishes to issue securities to the public or admit securities for trading will require to comply with the Prospectus Directive 2003/71/EC as amended (the “Prospectus Directive”). The Prospectus Directive provides for a single regime throughout the European Union governing the content, format, approval and publication of prospectuses for public distribution.

The Prospectus Directive, as amended and supplemented by the Prospectus Regulation 809/204 (the “Prospectus Regulation”) and other legislation, requires a prospectus to be published where either an offer of securities is made to the public or securities are admitted to trading on a regulated market.

The securities to which the Prospectus Directive currently applies are “transferable securities” as defined in MiFID (with the exemption of instruments of payment):

  • Shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares.

  • Bonds or other forms of securitised debt, including depositary receipts in respect of such securities.

  • Any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures.

On 5th April 2017, the European Parliament adopted a revised version of the Prospectus Regulation (the “New Prospectus Regulation”) which is expected to enter into force in July/August 2017 and to become directly applicable to Members States from the third quarter of 2019. The New Prospectus Regulation will replace the Prospectus Directive and will introduce several new measures into the regime.