On 11 December 2010, the final text of the Directive amending the Prospectus Directive and the Transparency Directive (the “Amending Directive”) was published in the Official Journal of the European Union (“EU”). The Amending Directive will come into force on 31 December 2010, and member states must implement the changes by 1 July 2012. The British government, however, has announced that it intends to enact some of the measures ahead of the deadline, subject to public consultation in early 2011, as a means of helping small and medium sized enterprises (“SMEs”) raise finance in the capital markets.

The final version of the Amending Directive is almost identical to the version approved by the EU Parliament in June 2010, as reported in our previous client alert.3 We set out below a summary of the key changes...