Advertisements shall state that a prospectus has been published and indicate where investors are able to obtain it. Advertisements must be clearly recognisable as such. They must not be inaccurate or misleading. The information must be consistent with the information contained in the prospectus.
All information concerning the offer to the public or the admission to trading disclosed in an oral or written form, even if not for advertising purposes, must be consistent with that contained in the prospectus.
In certain context, material information provided by an issuer or an offeror and addressed exclusively only to some investors to whom the offer is addressed, shall be disclosed to all investors to whom it is addressed.
Where a prospectus is required under EU prospectus law, information above provided by an issuer to an investor or group of investors and not disclosed to all, must be disclosed in the prospectus or in a supplement to it.
Responsibility for information given in a prospectus attaches to the above parties. The responsible persons shall be clearly identified in a prospectus by their names and functions or in the case of companies, their names and registered offices.
The prospectus shall contain declarations by persons responsible that to the best of their knowledge, they believe the information contained is in accordance with the facts and the prospectus makes no omission likely to affect its import save certain information which may be permitted to be omitted.
There is procedure for approval of the prospectus by the Central Bank. The applicant is to submit a draft of the prospectus together with other required information to the Bank in accordance with the prospectus rules.
The Bank is to notify its decision regarding approval within 10 working days. This is extended to 20 working days if it involves securities issued by an issuer which does not have securities admitted to trading and which has not previously offered securities to the public. Failure to approve however does not constitute approval.
If the regulator finds, on reasonable grounds, that the documents are incomplete and that supplementary information is required, the time limits only apply from the date on which such supplementary information is furnished. A refusal to approve the prospectus may be the subject of review by court. There is provision for a summary application to court. The court may confirm or set aside the decision of the Central Bank.
The Central Bank may with the approval of another regulator transfer the functioning of approving the prospectus to the authority of another State. Similarly the Central Bank may accept the transfer of the responsibility for approval from another regulator within the EU.
The Central Bank has no liability whatsoever in relation of approval of prospectuses. Nothing is not be construed as a representation or warranty as to the solvency, credit worthiness of the issuer or the truth or accuracy of anything contained in the prospectus.
Once a prospectus has been approved and filed under the regulations, the prospectus is to be made available to the public as soon as practicable and in any event at a reasonable time in advance of and at the latest at the beginning of, the offer to the public or the admission to trading of the securities concerned.
In the case of an initial offer of a class of shares not already admitted to trading, that is to be admitted to trading for the first time, the prospectus must be available to the public at least the earlier of the above times or six working days before the offer. Failure to comply is an offence.
- A prospectus is deemed available to the public for the above purpose when published in one of the following way:
- insertion in one or more newspapers circulating throughout, or widely circulating in the State;
- in a printed form, available free of charge, to the public at the offices of the market in which the securities are admitted, or the registered office of the issuer or the financial intermediaries placing or selling the securities;
- in an electronic form in the issuer\’s website, or if applicable, on the website of the financial intermediaries placing or selling the same;
- on electronic form on the website of the regulated market or markets where the admission is sought for trading;
- in an electronic form on the website of the regulator (Central Bank).
In the case of a prospectus relating to equity securities, a notice is to be published stating how the prospectus has been made available and where it can be obtained by the public. Where the prospectus comprises several documents or incorporates information by reference, the documents and information making up the prospectus may be published and circulated separately provided the documents are made available to the public as above. Each such document shall indicate where the other documents constituting the full prospectus may be obtained.
The published prospectus shall be identical to the version approved by the Central Bank.
Where a prospectus is made available in electronic form, a paper copy must nonetheless be delivered to each investor who purchases or subscribes for shares, upon the investor’s request and free of charge by the relevant person or intermediaries placing or selling the securities. Failure to comply is an offence.
A Central Bank shall publish in its website over a period of 12 months, all prospectuses approved. Alternatively a list of prospectuses approved including a hyperlink to the prospectus published on the website of the issuer or the regulated market.
A person must include in a supplement to the prospectus, every significant new factor, material mistake or inaccuracy relating to the information included in the prospectus, which is capable of affecting the assessment of the securities and which arises or is noted between the time the prospectus is approved and the final closing of the offer to the public or as the case may be, the time when trading on a regulated market begins.
Supplements are subject to procedures in relation to approval of prospectuses in the same way as the original prospectus. They must in general be completed in a maximum of seven working days and the supplement must be published at least in the manner in which the original prospectus was published.
Where there are significant new factors, material mistakes or inaccuracies of which the Bank become aware, it shall require the approval and publication of a supplement. In exercising its powers, the Bank shall have regard to any significant new factors, mistakes or inaccuracies brought to its attention by the competent authority of a host Member State.
It is an implied term of every public offer that persons who agree to purchase or subscribe for shares or securities shall have the right exercisable between two working days after publication to withdraw their application. A notice in writing may disapply.
There is provision for recognition of prospectuses approved by other EU member state regulatory authority. States provide certificates of the due registration of a prospectus and these may be used in other States for the purpose of recognition. The competent authority of the host State under EU prospectus law will require translation of the summary.
Where the offer of securities to the public is made or admission to trading is sought in the State, it shall be drawn up in a language accepted by the Central Bank. Where it is made in one or more Member States other than the State, it shall be drawn up in each host Member State in a language accepted by the competent authority of that home State or in a language customary in the sphere of international finance.
The competent authority of each host Member State may only require that the summary to be translated into the official language of the host Member State. For the purposes of the scrutiny of the prospectus by the Central Bank, the prospectus shall be drawn up either in a language accepted by the Central Bank or in a language customary in the sphere of international finance, at the election of the relevant person.
The prospectus shall also be drawn up and published in each host Member State in a language accepted by the competent authority in the host Member State or a language customary in the sphere of international finance. Another provision applies to non-equity securities whose denomination is at least €50,000.
Issuers not falling within the above category in respect of securities in which the State is the home Member State must comply with the following provision. Issuers which have securities admitted to trading must at least annually draw up a document that contains or refers to information that they have published or made available to the public over the preceding 12 months in one or more States and in third place countries in compliance with their obligations under EU law dealing with the regulation of securities and securities markets.
The above document is to be filed with the Central Bank in accordance with prospectus rules. Failure to comply is an offence. Issuers admitted to trading in the State in circumstances where the State is not the home Member State must file annual information documents with the competent authority of their home Member State.
The following applies to advertisements relating to a public offer or admission to trading in one or more Member States made in or from the State or made in from any other state on behalf of any relevant person, in connection with a public offer or admission to trading in respect of which the State is the Home Member State.
An advertisement must comply with the principles mentioned below. An advertisement is not a prospectus for the purpose of the rule.
A person is guilty of an offence if an advertisement that fails to comply with above is made or issued in and from the State by or on behalf of a relevant person.
The Central Bank may monitor and supervise compliance by relevant persons with the principles set out in relation to advertisements. The Bank may give a direction to a relevant person to do or not to do such things as are necessary to ensure compliance with the principles. A direction may
- prohibit the issue of a specified advertisement,
- require the modification of the advertisement in a specified manner,
- prohibit the issue by any person of the advertisement or substantial repetitions of it,
- require the relevant person to withdraw any specified advertisement or any advertisement of a specified description, require the relevant person to include specified information in any advertisement, require arrangement of publication of a correction, require the relevant person to arrange the publication, of the fact that an offence has been committed and that a fine has been imposed.
The relevant person is the issuer, offeror or person seeking admission to trading as the case may be.