The Prospectus (Amendment etc.) (EU Exit) Regulations 2019

CHAPTER 2 Amendments of Commission Delegated Regulation (EU) 2019/980

Amendments of Commission Delegated Regulation (EU) 2019/980

71.—(1) Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 is amended as follows.

(2) In Article 1—

(a) for paragraph (b) substitute—

“(b) equivalent third country market” means a third country market which has been—

• deemed equivalent to a regulated market by the Commission, in accordance with the third and fourth subparagraphs of Article 25(4) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, before exit day in retained EU law, or

• specified as equivalent to a regulated market in regulations made by the Treasury under paragraph 8 of Schedule 3 to Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;”(1);

(b) after paragraph (e) insert—

“(f) ‘competent authority’ means the Financial Conduct Authority;

(g) ‘UK accounting standards’ means accounting standards as defined by section 464 of the Companies Act 2006(2);

(h) ‘UK-adopted international accounting standards’ has the meaning given by section 474(1) of the Companies Act 2006(3);

(i) a reference to the United Kingdom law which implemented a Directive, or a provision thereof, is to the law of the United Kingdom which was relied on by the United Kingdom immediately before exit day to implement that Directive and its implementing measures—

(i) as they have effect on exit day, in the case of rules made by the Financial Conduct Authority under the Financial Services and Markets Act 2000(4), and

(ii) as amended from time to time, in all other cases.”.

(3) After Article 23 insert—

“Article 23a Historical financial information

1.   In relation to any financial year beginning on or before the day on which exit day falls, issuers established in the United Kingdom must present their historical financial information in accordance with—

(a) International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;

(b) if those standards are not applicable, UK accounting standards.

2.   In relation to any financial year beginning on or before the day on which exit day falls, issuers established in an EEA State must present their historical financial information in accordance with—

(a) International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union; or

(b) if not applicable, national accounting standards of that EEA State.

3.   In relation to any financial year beginning on or before the day on which exit day falls, issuers established outside the United Kingdom and the EEA States must present their historical financial information in accordance with one of the following accounting standards—

(a) International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;

(b) International Financial Reporting Standards provided that the notes to the audited financial statements that form part of the historical financial information contain an explicit and unreserved statement that these financial statements comply with International Financial Reporting Standards in accordance with IAS 1 Presentation of Financial Statements;

(c) Generally Accepted Accounting Principles of Japan;

(d) Generally Accepted Accounting Principles of the United States of America.

(e) Generally Accepted Accounting Principles of the People’s Republic of China;

(f) Generally Accepted Accounting Principles of Canada;

(g) Generally Accepted Accounting Principles of the Republic of Korea.

4.   In relation to a financial year beginning after the day on which exit day falls, issuers established in the United Kingdom, must present their historical financial information in accordance with—

(a) UK-adopted international accounting standards; or

(b) if those standards are not applicable, UK accounting standards.

5.   In relation to a financial year beginning after the day on which exit day falls, issuers established in a country outside the United Kingdom must present their historical financial information in accordance with—

(a) UK-adopted international accounting standards;

(b) one of the accounting standards referred to in Article 23a(3); or

(c) national accounting standards of a country that are equivalent to UK-adopted international accounting standards in accordance with a determination made by the Treasury in regulations under Commission Regulation (EC) No 1569/2007 of 21 December 2007 establishing a mechanism for the determination of equivalence of accounting standards applied by third country issuers of securities pursuant to Directives 2003/71/EC and 2004/109/EC of the European Parliament and of the Council(5).

6.   For an issuer established in a country outside the United Kingdom, if such financial information is not prepared in accordance with the required standards, the financial statements must be restated in compliance with UK-adopted international accounting standards.”.

(4) In Article 24—

(a) omit paragraph 4;

(b) in paragraph 5, for “competent authorities” substitute “the competent authority”.

(5) In Article 25—

(a) omit paragraph 5;

(b) in paragraph 6, for “competent authorities” substitute “the competent authority”.

(6) In the heading to Chapter 4 and the headings to Articles 28 to 31, for “EU” substitute “UK”.

(7) In Article 32—

(a) in the heading, for “EU” substitute “UK”;

(b) in paragraph 1—

(i) in the opening words, for “An EU” substitute “A UK”;

(ii) in point (d), for “EU” substitute “UK”;

(c) in paragraph 2—

(i) for “an EU” substitute “a UK”;

(ii) for “EU Growth” in each other place it occurs, substitute “UK Growth”;

(iii) in paragraph 3, for “An EU” substitute “A UK”.

(8) In Article 33—

(a) in the heading and paragraphs 1, 3 and 6, for “EU Growth” substitute “UK Growth”;

(b) in paragraphs 9 and 10, omit “of the home Member State”.

(9) In Article 34—

(a) in the heading, for “EU” substitute “UK”;

(b) for “an EU” substitute “a UK”;

(c) for “EU Growth” in each other place it occurs, substitute “UK Growth”.

(10) In Article 36, in paragraphs 1 and 2, for “competent authorities” substitute “the competent authority”.

(11) In Article 37, in—

(a) both places it occurs in paragraph 1;

(b) paragraph 2,

for “competent authorities” substitute “the competent authority”.

(12) In Article 39, for “Competent authorities” substitute “The competent authority”.

(13) In Article 41—

(a) in paragraph 1—

(i) for “a competent” substitute “the competent”;

(ii) omit “same”;

(b) in paragraph 2, for “competent authorities” substitute “the competent authority”;

(c) for paragraph 3 substitute—

“3.   Where a first draft of a prospectus that incorporates information by reference to a document that has been approved—

(a) before exit day in accordance with Regulation (EU) 2017/1129 or in accordance with the UK law which implemented Directive 2003/71/EC of the European Parliament and of the Council by a competent authority (as defined in Regulation (EU) 2017/1129 as it had effect immediately before exit day); or

(b) on or after exit day, by the competent authority in accordance with Regulation (EU) 2017/1129,

the competent authority shall only be required to apply the criteria laid down in Article 38 of this Regulation to scrutinise that information.”;

(d) in paragraph 4, for “competent authorities” substitute “the competent authority”.

(14) In Article 42, in paragraph 2—

(a) omit points (e) and (f);

(b) in point (h), for “the national provisions transposing” substitute “the UK law which implemented”.

(15) In Article 43—

(a) in paragraph 1;

(b) in both places it occurs in paragraph 2,

for “competent authorities” substitute “the competent authority”.

(16) In Article 45—

(a) in paragraph 1;

(b) in both places it occurs in paragraph 2,

for “competent authorities” substitute “the competent authority”.

(17) Omit the words “This Regulation shall be binding in its entirety and directly applicable in all Member States.” following Article 47.

(18) The Annexes are amended in accordance with the Schedule to these Regulations.

(1)

Schedule 3 is inserted by S.I. 2018/1403.

(2)

2006 c.46.

(3)

The definition is inserted in section 474(1) by S.I. 2019/685.

(4)

2000 c.8.

(5)

Commission Regulation (EU) No 1569/2007 is amended by S.I. 2019/707.