Legislative Amendments to Companies Act 2014, European Union (Prospectus) Regulations 2019 and Prospectus Regulation (EU) 2017/1129

Amendments to Part 23 of the Companies Act 2014 in relation to Prospectus Law were signed into law on 10 December 2019 by way of the Finance (Tax Appeals and Prospectus Regulation) Act 2019

A further ministerial commencement order was necessitated to bring the amendments into effect. This Commencement Order (S.I. No. 671 of 2019) was signed on 18 December 2019.

In summary, the amendments to Companies Act 2014 effect the following:

Amend and align the definitions in the Companies Act 2014 with the new Prospectus Regulation;

1. Extend the existing threshold for the application of the Prospectus Regulation from €5,000,000  to €8,000,000;
2. Extend the limited liability for the summary to the EU Growth Prospectus; and
3. Make amendments to the local offer regime regarding the required warnings to be include in the local offer document.

The amendments apply from 18 December 2019 in line with the Finance (Tax Appeals And Prospectus Regulation) Act 2019 (Commencement) Order 2019

Amendments have also been made to the European (Prospectus) Regulations 2019 in order to align the threshold for local offers under the Prospectus Regulation with the new €8,000,000 threshold in the Companies Act 2014. These amendments were made by the European Union (Prospectus) (Amendment) Regulations 2019.

All relevant legislation relating to the prospectus regime can be found here.