The Central Bank of Ireland, following consultation with industry participants, has issued Prospectus Rules under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005. The Prospectus Rules are contained in the Prospectus Handbook published by the Central Bank of Ireland.
The Prospectus Rules set out procedural and administrative requirements and guidance in respect of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the Regulations).
The Central Bank has from time to time published communications to industry participants, as follows:
Responsibility for Information within a Prospectus for Debt Securities.(September 2011) - Clarification of the requirements pursuant to Article 6 of the Prospectus Directive and relevant law.
The Central Bank of Ireland may publish further rules and/or guidance in respect of the Regulations and, where it does so, will be published in this section of its website.
The European Securities and Markets Authority ("ESMA") is an independent EU Authority. ESMA continues the work of CESR with new competencies and powers. For more information about ESMA please see the ESMA website www.esma.europa.eu .
In March 2013, ESMA published the "ESMA update of the CESR recommendations - The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive" (Reference: ESMA/2013/319). These updated the "ESMA update of the CESR recommendations - The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive" (Reference: ESMA/2011/81).
In October 2015, ESMA published the "ESMA Guidelines on Alternative Performance Measures" (the APM Guidelines") (Reference: ESMA/2015/1415). The APM Guidelines are aimed at promoting the usefulness and transparency of Alternative Performance Measures ("APMs") included in prospectuses or regulated information. Adherence to the APM Guidelines will improve comparability, reliability and/or comprehensibility of APMs. The APM Guidelines apply to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information or prospectuses on or after 3 July 2016.
As a member of ESMA, in considering whether the Prospectus (Directive 2003/71/EC) Regulations 2005 have been complied with, the Central Bank of Ireland will take into account any relevant guidance or guidelines as set out in the above mentioned ESMA documents.
Central Bank of Ireland Prospectus Advisors
The Central Bank has undertaken to recognise certain legal or natural persons as a Prospectus Advisor pursuant to and for the purposes of a Prospectus Advisor Agreement entered into between that person and the Central Bank.
Such legal or natural persons generally comprise persons seeking approval by the Central Bank of prospectus and related documents in connection with (i) an offer of securities to the public or (ii) the admission of securities to trading on a European Economic Area regulated market, or both, as the case may be.
List of Prospectus Advisors