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ARTICLE · 22 JULY 2019

New Regime For Debt Prospectuses : Ready, Set, Go!

Jones Day
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Debt capital markets players are entering into the Prospectus 3 era, with three major changes impacting debt prospectuses.

European UnionFinance and Banking
Matthieu Duplat
Matthieu Duplat
Piergiorgio Leofreddi
Piergiorgio Leofreddi
Drew Salvest
Drew Salvest
Natalia Sauszyn
Natalia Sauszyn
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Debt capital markets players are entering into the Prospectus 3 era, with three major changes impacting debt prospectuses.

Debt capital markets players are entering into the Prospectus 3 era. The Regulation (EU) 2017/1129 (the "Prospectus Regulation") is fully coming into force on July 21, 2019, and thereby repealing in its entirety Directive 2003/71/EC (the "Prospectus Directive").

Pursuant to the Prospectus Regulation, the Commission Delegated Regulations (EU) 2019/979 and (EU) 2019/980 (the "Delegated Regulations"), and the guidelines of the European Securities and Markets Authority ("ESMA"), three major changes will be experienced in debt prospectuses.

  1. Specific, material, and concise risk factors. Materiality for taking informed investment decisions is key. Risk factors will no longer serve as disclaimers or contain mitigating language compromising their materiality. Risk factors will have to address the potential negative impact on the issuer or

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