The European Commission has published for consultation a draft Delegated Regulation and Annex setting out the information that companies must disclose in an “exemption document” when relying on the exemption under the Prospectus Regulation from the requirement to publish a full prospectus when offering securities in connection with a takeover (PR Art 1(4)(g)).

Under the draft Regulation the exemption document will have to contain the relevant information which is necessary to enable investors to understand:

  • the prospects of the issuer and the target company;
  • the rights attaching to the equity securities; and
  • the description of the transaction and its impact on the issuer.

As was the case under the Prospectus Directive, the amount of disclosure required under the exemption is not significantly reduced compared to a prospectus and it remains to be seen to what extent bidders will take advantage of it.

The consultation closes on 14 July 2020.

Sarah Hawes
Sarah Hawes
+44 20 7466 2953

Antonia Kirkby
Antonia Kirkby
+44 20 7466 2700

Greg Mulley
Greg Mulley
+44 20 7466 2771