ESMA Clarifies Position On Documents Incorporated By Reference In Prospectuses

Following up on its earlier clarification around future incorporation by reference under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), the European Securities and Markets Authority ("ESMA") published its final report on regulatory technical standards on July 15, 2025, updating the list of documents that may be incorporated by reference into prospectuses

Restoring Incorporation by Reference of Prospectus Directive Documents

The final report on regulatory technical standards ("RTS") address a gap created by Regulation (EU) 2024/2809 (the "Listing Act Regulation"), which had removed the reference to Directive 2003/71/EC (the "Prospectus Directive") from Article 19(1) of the Prospectus Regulation. This removal had disrupted established market practice, particularly for fungible issuances of non-equity securities, by preventing issuers from incorporating by reference terms and conditions from documents previously approved under the Prospectus Directive.