Regulatory Requirements & Guidance

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, as amended (the Regulations).

The Central Bank has from time to time published communications to industry participants, as follows:

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.

Prospectus Regulatory Framework Q&A

The Prospectus Regulatory Framework Q&A sets out answers to queries likely to arise in relation to the Prospectus (Directive 2003/71/EC) Regulations 2005, the Central Bank’s Prospectus Rules and Commission Regulation (EC) No 809/2004 of 29 April 2004. It is published in order to assist in limiting uncertainty.  It is not relevant to assessing compliance with regulatory requirements.  You should check the website from time to time in relation to any matter of importance to you to see if the position has altered.

On 4 August 2017, the Central Bank published the first edition of the Prospectus Regulatory Framework Q&A.  This updates and replaces the Frequently Asked Questions on the Prospectus Regulation dated 23 May 2014 previously published by the Central Bank which is available here. In particular, the Prospectus Regulatory Framework Q&A includes new Q&As in relation to securities already admitted to trading on a regulated market in another Member State.

ESMA Documents and Guidelines

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.

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).

To promote supervisory convergence ESMA publishes and regularly updates a Q&A document which should be available from ESMA’s website, see here. 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.