Part II The New EU Prospectus Rules, 13 Prospectus Formats and Shelf Registration

Subject(s):

Transparency Directive — Securities

This chapter discusses prospectus formats and shelf registration. It reveals that the new EU prospectus rules introduce more flexibility and efficiency in the use of different prospectus formats. Different options for formats overlap even more than in the past and their use will depend on the frequency of issuances and instruments issued. The overlap between the uniform registration document (URD) and simplified prospectus will leave issuers to choose what best suits their needs, depending on how often, through which instruments and from which investors issuers seek to raise capital in future and the timing of financial disclosures. The cost of keeping an URD up-to-date for more frequent issuers and issuers requiring both equity and debt must be balanced with the utility of having different equity and debt securities registered. The option of filing annual and half-yearly reports under the Transparency Directive in the form of a URD may reduce costs for certain issuers. According to this chapter, the ‘frequent issuer status’ may in practice not offer much improvement on the service already provided by certain competent authorities, also considering the advance notice requirement. The chapter concludes that there is room for improving the URD system in future.