Last Updated June 10, 2019

Law and Practice

Contributed By Walkers

Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

A prospectus prepared in connection with the listing of debt securities must meet the requirements of Irish and EU prospectus law and the Euronext Rules. The GEM Rules set out the content requirements for listing particulars in respect of debt securities to be listed on GEM.

Where the minimum denomination of the debt securities being offered is less than EUR100,000 (ie, a retail offering) it will be necessary for the prospectus to include a summary. 

Under the existing prospectus regime in Ireland, the summary is required, in concise and plain terms, to provide key information in the language in which the prospectus was originally drawn up. Summaries are required to be prepared in a common format that facilitates comparison with other similar securities. The summary should include key information on the underlying debt securities to assist investors in determining whether or not to invest in the debt securities. Summaries are required to take into account the complexity of the issuer and the underlying debt securities, but should not exceed 7% of the length of a prospectus or 15 pages, whichever is the longer. Summaries must not contain cross-references to other parts of the prospectus.

Summaries must also contain a warning that:

  • it should be read as an introduction to the prospectus;
  • any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor;
  • where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and
  • no civil liability shall attach to those legally responsible for the contents of the prospectus solely on the basis of the summary unless the summary, including any translation thereof is, when read together with the other parts of the prospectus, misleading, inaccurate or inconsistent, or does not provide, when so read, key information in order to aid investors when considering whether to invest in such securities.

Regulation (EU) 2017/1129 (the “New Prospectus Regulation”) entered into force in Ireland on 20 July 2017. The New Prospectus Regulation will take effect from 21 July 2019 (noting that certain provision of the New Prospectus Regulation are already in force in Ireland). The New Prospectus Regulation forms part of the EU’s Capital Markets Union initiative which aims to ensure investor protection and market efficiency, while enhancing the internal market for capital.

The New Prospectus Regulation has retained the requirement to include a summary. While the New Prospectus Regulation prescribes a uniform structure, issuers have discretion to include information in the summary that they deem to be material and meaningful provided that such information is presented in a fair and balanced way. The summary should not be a mere compilation of excerpts from the prospectus.

Under the New Prospectus Regulation and, subject to certain exceptions, the summary shall be drawn up as a short document written in a concise manner and of a maximum length of seven sides of A4-sized paper when printed. The summary shall comprise four sections:

  • an introduction,  containing warnings;
  • key information on the issuer;
  • key information on the securities; and
  • key information on the offer of securities to the public and/or the admission to trading on a regulated market.

A brief description of the risk factors that the issuer considers most material must be included in the summary but cannot exceed 15 risk factors in total.

Walkers Global

The Exchange,
George's Dock, IFSC,
Dublin 1,
Ireland

+353 1 470 6600

+353 1 470 6601

info@walkersglobal.com www.walkersglobal.com
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Authors



Walkers is a global firm with ten substantive offices around the world. Its transactions often involve Cayman Islands, British Virgin Islands, Bermuda, Jersey and/or Guernsey legal matters, and it provides an integrated service to clients across its offices, legal systems and time zones. The finance and capital markets group in Ireland comprises a team of 23, including two listing agents. The group also includes four tax-advisers (including two tax partners) who support a number of practice areas and 16 dedicated capital markets fee-earners who spend the vast majority of their time advising on debt capital markets activity. In addition, the team works with asset finance, corporate, real estate and investment funds teams on multi-disciplinary, cross-border mandates. It is one of the largest dedicated debt capital markets teams in Ireland. The firm was a founding member of the Irish Debt Securities Association (IDSA) and sits on the Executive Council and Legal, Tax, CSP and Listing Sub-committees.

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