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ARTICLE · 21 JULY 2020

PD3 – Practical Insights

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Regulation (EU) 2017/1129 (the "New Prospectus Regulation" or "PD3") has been in effect since 21 July 2019 and the purpose of this advisory is to provide some practical insights on the application...

IrelandFinance and Banking
Therese Redmond
Therese Redmond
Ken Foley
Ken Foley
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Introduction

Regulation (EU) 2017/1129 (the “New Prospectus Regulation” or “PD3”) has been in effect since 21 July 2019 and the purpose of this advisory is to provide some practical insights on the application of PD3 to date to issuers of debt securities and to share our experience of some of the issues which have arisen and how such issues may be resolved. The below is not intended to be exhaustive and we welcome any queries or insights you may have.

Risk Factors

Of the changes implemented by PD3, the update to how risk factors are to be presented is perhaps the most significant. ESMA has provided competent authorities with the power to challenge the risk factors included in a prospectus and has actively encouraged competent authorities to do so. Such authority has resulted in a fresh focus and thorough review of risk factors presented in a prospectus, with the knock-on effect of new comments being raised during the prospectus review process. Our experience to

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